On November 23, 2018 Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS) (the "Company" or "Tiziana"), a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology, reported the closing of its underwritten, registered public offering in the United States (the "Offering") of 442,910 American Depositary Shares ("ADSs"), representing 4,429,100 new ordinary shares of nominal value £0.03 each in the capital of the Company ("Ordinary Shares") at a price of $9.90 per ADS, for aggregate gross proceeds of approximately £3.42 million (or $4.39 million at a GBP1 : US$1.2839 exchange rate), before deducting underwriting discounts and commissions (Press release, Tiziana Life Sciences, NOV 23, 2018, View Source [SID1234531588]). Each ADS offered represents 10 Ordinary Shares. All ADSs sold in the Offering will be offered by the Company.
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In addition, Tiziana has granted the underwriter a 30-day option to purchase up to an additional 66,437 ADSs on the same terms and conditions (the "Option"). The number of Ordinary Shares represented by ADSs comprised in the Offering (including by way of the exercise of the Option) will be within existing shareholder authorities.
The ADSs began trading on the Nasdaq Global Market ("Nasdaq") under the ticker "TLSA" on 20 November 2018.
Laidlaw & Company (UK) Ltd. acted as the sole book-running manager in respect of the Offering.
Following Admission, the issued share capital of the Company will be 136,409,818 Ordinary Shares (or 137,074,183 Ordinary Shares if the underwriters exercise the Option in full) and this figure may be used by shareholders as a denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest, the Company, under the Disclosure Guidance and Transparency Rules published by the UK Financial Conduct Authority. There are no Ordinary Shares held in treasury. Each Ordinary Share entitles the holder to a single vote at general meetings of the Company.
The Offering was made only by means of a prospectus, which, for the avoidance of doubt, did not constitute a "prospectus" for the purposes of the Prospectus Directive (as defined below) and was not been reviewed by any competent authority in any Member State (as defined below).
Copies of the final prospectus and accompanying prospectus relating to and describing the terms of the Offering may be obtained from Laidlaw & Company Ltd., Attention: Syndicate Department, 521 Fifth Avenue, New York, NY 10175, by telephone at +01 (0)212 953 4917 or by email at [email protected]. Electronic copies of the final prospectus supplement and accompanying prospectus are also available on the website of the US Securities and Exchange Commission (the "SEC") at www.sec.gov.
A registration statement relating to these securities was declared effective by the SEC on 19 November 2018.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
For readers in the European Economic Area
In any member state in the European Economic Area (each, a "Member State") that has implemented the Prospectus Directive (as defined below), this announcement is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The term "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.
For readers in the United Kingdom
This announcement, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the securities which are the subject of the Offering described in this announcement or otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs offered in the Offering are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
For distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the ADSs have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of ADSs may decline and investors could lose all or part of their investment; the ADSs offer no guaranteed income and no capital protection; and an investment in ADSs is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to ADSs.