TIDMTILS

RNS Number : 7352K

Tiziana Life Sciences PLC

03 September 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Tiziana Life Sciences plc Posting of Scheme Document and Notice of

Meetings

London/New York, 3 September 2021 - Tiziana Life Sciences plc (Nasdaq: TLSA / LSE: TILS) ("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"), which includes notices of the court and the general meeting, which are to be held via a virtual meeting platform at 11.00 a.m. and 11.15 a.m. respectively on 27 September 2021, was posted to the shareholders of Old Tiziana today, and Old Tiziana published an announcement to this effect this morning (the "Posting Announcement").

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

This announcement is being made to confirm a correction to a date in the Expected Timetable of Principal Events on page 7 of the Scheme Document and in the Posting Announcement.

The Expected Timetable of Principal Events on page 7 of the Scheme Document and the Posting Announcement state that the ADS Voting Record Date is 30 September 2021.

The reference in the Expected Timetable of Principal Events and the Posting Announcement to "30 September 2021" should be to "30 August 2021" and the Expected Timetable of Principal Events and the Posting Announcement are amended accordingly as follows:

Expected Timetable of Principal Events

 
 Event                                                Expected time/date 
 ADS Voting Record Time                               30 August 2021 
                                                     ----------------------------------------------- 
 Latest time for receipt by the Depositary            8.00 a.m. (New York time) on 22 September 
  of voting instructions from holders of               2021 
  Old Tiziana ADSs for the Court Meeting 
                                                     ----------------------------------------------- 
 Latest time for receipt by the Depositary            8.00 a.m. (New York time) on 22 September 
  of voting instructions from holders of               2021 
  Old Tiziana ADSs for the Scheme General 
  Meeting 
                                                     ----------------------------------------------- 
 Latest time for receipt by Old Tiziana's             11:00 a.m. on 23 September 2021 
  Registrars of Blue Forms of Proxy from 
  Old Tiziana Shareholders for the Court 
  Meeting 
                                                     ----------------------------------------------- 
 Latest time for receipt by Old Tiziana's             11:15 a.m. on 23 September 2021 
  Registrars of White Forms of Proxy from 
  Old Tiziana Shareholders for the Scheme 
  General Meeting 
                                                     ----------------------------------------------- 
 Voting record time for the Court Meeting             6:00 p.m. on 23 September 2021 
  and the Scheme General Meeting 
                                                     ----------------------------------------------- 
 Court Meeting                                        11:00 a.m. on 27 September 2021 
                                                     ----------------------------------------------- 
 Scheme General Meeting                               11:15 a.m. on 27 September 2021 
                                                     ----------------------------------------------- 
 
 The following dates are subject to change: 
                                                     ----------------------------------------------- 
 
 Court Hearing to sanction the Scheme and             19 October 2021 
  the Old Tiziana Reduction of Capital 
                                                     ----------------------------------------------- 
 Scheme Record Time                                   Close of business on 20 October 2021 
                                                     ----------------------------------------------- 
 Last day of dealings in, and for registration        20 October 2021 
  of transfers of, Old Tiziana ADSs 
                                                     ----------------------------------------------- 
 Last day of dealings in, and for registration        20 October 2021 
  of transfers of, Old Tiziana Shares 
                                                     ----------------------------------------------- 
 Scheme Effective Date                                21 October 2021 
                                                     ----------------------------------------------- 
 Effective date for the Share Capital Consolidation   Immediately after the Scheme becomes effective 
                                                       on 21 October 2021 
                                                     ----------------------------------------------- 
 Delisting of Old Tiziana Shares from the             8:00 a.m. on 21 October 2021 
  Main Market 
                                                     ----------------------------------------------- 
 Cancellation of listing of Old Tiziana               9.30 a.m. (New York time) on 21 October 
  ADSs on NASDAQ                                       2021 
                                                     ----------------------------------------------- 
 Commencement of trading in the New Tiziana           9.30 a.m. (New York time) on 21 October 
  Shares on NASDAQ                                     2021 
                                                     ----------------------------------------------- 
 

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.

For further information please contact:

Keeren Shah, Finance Director: +44 (0) 207 495 2379 or email: info@tizianalifesciences.com

About Tiziana Life Sciences

Tiziana Life Sciences plc is a dual listed (NASDAQ: TLSA & UK LSE: TILS) biotechnology company that focuses on the discovery and development of novel molecules to treat human diseases in oncology, inflammation and infectious diseases. In addition to Milciclib, the Company will be shortly initiating Phase 2 studies with orally administered Foralumab for Crohn's Disease and nasally administered Foralumab for progressive multiple sclerosis. Foralumab is the only fully human anti-CD3 monoclonal antibody ("mAb") in clinical development in the world. This Phase 2 compound has potential application in a wide range of autoimmune and inflammatory diseases, such as Crohn's Disease, multiple sclerosis, type-1 diabetes ("T1D"), inflammatory bowel disease ("IBD"), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable. The Company is accelerating development of anti-Interleukin 6 receptor ("IL6R") mAb, a fully human monoclonal antibody for treatment of IL6-induced inflammation, especially for treatment of COVID-19 patients.

Forward looking statements

This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which Old Tiziana operates to differ materially from the impression created by these forward-looking statements. Old Tiziana does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

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September 03, 2021 12:00 ET (16:00 GMT)

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