Benzinga | Oct 19, 2021 09:29AM EDT

Tiziana Life Sciences Says Court Sanctions Scheme Of Arrangement And Approves Reduction Of Capital

Tiziana Life Sciences plc (NASDAQ:TLSA) ("Old Tiziana") a biotechnology company focused on innovative therapeutics for oncology, inflammation, and infectious diseases announced on 20 August 2021 that it had formally commenced its strategic plan to change its corporate structure by establishing Tiziana Life Sciences Ltd ("New Tiziana"), a Bermuda-incorporated company, as the ultimate parent company of the Tiziana Group. The reorganisation will be achieved by a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").



A Scheme Document setting out full details of the Scheme (the "Scheme Document") was posted to the shareholders of Old Tiziana on 3 September 2021.

Capitalised terms defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Old Tiziana announces that earlier today the Court sanctioned the Scheme and confirmed the reduction of capital as part of the Scheme.

In order for the Scheme to become effective the Court Order must be delivered to the Registrar of Companies. This is expected to occur, and the Scheme is expected to become effective, on 20 October 2021.

As part of the proposals, New Tiziana intends to implement a share consolidation in respect of New Tiziana Shares issued under the Scheme to ensure that the New Tiziana Shares trade initially on NASDAQ at a price more readily comparable to its peers (the "Share Capital Consolidation"). The ratio of the Share Capital Consolidation will be two-for-one. It is intended that the Share Capital Consolidation will be implemented immediately after the Scheme becomes effective.

The table below sets out an updated timetable of events:

Last day of dealings in, and forregistration of transfers of, OldTiziana ADSs 20 October 2021

Last day of dealings in, and forregistration of transfers of, Old 20 October 2021Tiziana SharesScheme Effective Date 20 October 2021

Scheme Record Time 6:00 p.m. on 20 October 2021

Effective date for the Share CapitalConsolidation Immediately after the Scheme becomes effective on 20 October 2021

Delisting of Old Tiziana Shares fromthe Main Market 8:00 a.m. on 21 October 2021

Cancellation of listing of OldTiziana ADSs on NASDAQ 9.30 a.m. (New York time) on 21 October 2021

Commencement of trading in the New Expected to be 9.30 a.m. (New York time)Tiziana Shares on NASDAQ on 21 October 2021, or as soon as possible thereafter

For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of Tiziana is Dr Kunwar Shailubhai, Chief Executive Officer.