Tiziana Life Sciences plc

08/16/2017 | Press release | Archived content

Conversion of outstanding loan notes

Tiziana Life Sciences plc

('Tiziana' or the 'Company')

Conversion of outstanding loan notes, amendment of warrant terms and issue of equity

London, August 16, 2017- Tiziana Life Sciences plc ('Tiziana', AIM: TILS), a clinical stage biotechnology company developing targeted drugs for cancer and autoimmune diseases, today announces that further to the proposals announced on 12 July 2017, the holders of the Company's Convertible Loan Note ('CLN Holders') and the Company's Warrant Holders ('Warrant Holders') have passed the resolutions that were put to them to convert all of the loan notes and vary the terms of the warrants substantially prior to the intended deadline for consent.

It was proposed that CLN Holders be offered an additional bonus coupon of three years of interest at the relevant applicable rate of return for agreeing to the immediate conversion of the CLNs into ordinary shares. The CLN Holders have now agreed to the proposal and the Company has issued 27,645,013 new ordinary shares to the CLN Holders. All of the new shares are subject to a restriction on disposal for a period of 12 months.

Application will be made to the London Stock Exchange to admit the 27,645,013new ordinary shares to trading on AIM. Admission of the new ordinary shares is expected to occur on or around 21 August 2017. The new ordinary shares will rank pari passuwith the existing ordinary shares. Following the issue of shares detailed above the so enlarged issued share capital of the Company will comprise 123,827,938 ordinary shares of 3p each.

Furthermore, the Company proposed to vary the terms of the warrants associated with the CLNs by extending the exercise period of these warrants to 31 December 2021. The Warrant Holders have agreed the proposal, including acceptance of the condition that the ordinary shares they receive upon conversion of the warrants will also be subject to a restriction not to dispose of the relevant underlying shares for a period of 12 months following exercise of the warrants.

Accordingly the full £12,969,219 (at par value) of the CLNs have now been converted into ordinary shares (including accrued interest), resulting in the issue of 27,645,013 new ordinary shares in the Company. This conversion removes all debt from the Company's capital structure and the new ordinary shares issued in connection with the conversion of the CLNs represent 22.3% of the enlarged share capital of the Company.

Gabriele Cerrone, Chairmanof Tiziana Life Sciences, commented:

'Now that we have moved into Phase II clinical trials we have been focusing on increasing our exposure to both institutional investors and other international trading markets. The successful conversion of all of our convertible debt into equity was strongly supported by our CLN holders reflecting their vote of confidence in Tiziana's pipeline and business plan. I welcome them as shareholders. The conversion of the CLNs simplifies our capital structure, which will help our process in improving both the liquidity and visibility in the trading of our shares.'

The Company has granted options over a total of 10,149,403 ordinary shares of which 4,752,500 are vested at exercise prices between 15p and £1.25p per share and 5,396,903 remain subject to vesting conditions (at potential exercise prices ranging from 15p to £1.925 per share). In addition warrants to subscribe for a total of 4,239,579 ordinary shares at exercise prices between 50p and £2.50 are outstanding.

Therefore the fully diluted issued share capital of the Company is 138,216,920 ordinary shares (assuming all options and warrants, vested and unvested, exercised and exercisable, were converted).

In conformity with DTR 5.6.1 the Company notifies that as at the date of this announcement, it has a single class of shares in issue being ordinary shares of 3 pence each ('Ordinary Shares') and that following the issue of the 27,645,013 ordinary shares referred to above, the total number of Ordinary Shares in issue will be 123,827,938. There are no Ordinary Shares held in Treasury. Each Ordinary Share entitles the holder to a single vote at general meetings of the Company.

This figure (123,827,938) may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.


Tiziana Life Sciences plc

Gabriele Cerrone, Chairman and founder

+44 (0)20 7493 2853

Cairn Financial Advisers LLP(Nominated adviser)

Liam Murray

+44 (0)20 7213 0880

Beaufort Securities Limited(Broker)

Saif Janjua

+44 (0)20 7382 8300

FTI Consulting

Simon Conway / Natalie Garland-Collins

+44 (0)20 3727 1000

About Tiziana Life Sciences

Tiziana Life Sciences plc is a UK biotechnology company that focuses on the discovery and development of novel molecules that treat human disease in oncology and immunology. The Company is focused on its lead compound milciclib. The Company is also in clinical development of foralumab. Foralumab is the only fully human engineered anti-human CD3 antibody in clinical development. This phase II compound has potential application in a wide range of autoimmune and inflammatory diseases, such as nonalcoholic steatohepatitis (NASH), primary biliary cholangitis (PBS), ulcerative colitis, multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable.

For more information go to http://www.tizianalifesciences.com