Business
Tiziana Life Sciences plc files scheme of arrangement to effect a corporate reorganisation and, if approved, the delisting of its ordinary shares in London and the direct listing of common shares in the new parent company of the Tiziana group on NASDAQ
LONDON and NEW YORK, Aug. 20, 2021 (GLOBE NEWSWIRE) -- Tiziana Life Sciences plc (Nasdaq: TLSA / LSE: TILS) ("Old Tiziana") a biotechnology company focused on
About this update from Tiziana Life Sciences Ltd
[{"type":"text","content":"LONDON and NEW YORK, Aug. 20, 2021 (GLOBE NEWSWIRE) -- Tiziana Life Sciences plc (Nasdaq: TLSA / LSE: TILS) (\"Old Tiziana\") a biotechnology company focused on innovative therapeutics for oncology, inflammation, and infectious diseases today announces that it has 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 of the Tiziana Group. The reorganisation will be achieved by a scheme of arrangement under Part 26 of the Companies Act 2006 (the \"Scheme\"). As set out below, upon implementation of the Scheme, holders of ordinary shares in Old Tiziana (\"Old Tiziana Shares\") will receive shares in New Tiziana (\"New Tiziana Shares\") in exchange for their Old Tiziana Shares (and Old Tiziana will become a wholly-owned subsidiary of New Tiziana). It is proposed that the New Tiziana Shares will be directly listed on NASDAQ following the Scheme becoming effective. At the same time the Old Tiziana Shares will be delisted from the standard segment of the official list of the Financial Conduct Authority (“FCA”) and from trading on the main market of the London Stock Exchange plc in London and the ADSs (each representing two Old Tiziana Shares) will cease trading on NASDAQ. Holders of Old Tiziana Shares and ADSs will instead receive New Tiziana Shares which will only trade on NASDAQ. Details of the Scheme and the required shareholder and court convened meetings to approve it will be sent to shareholders shortly. Reasons for the reorganisation Following a review of the appropriate place(s) of listing and domicile for the parent company of the Tiziana Group, the board of directors of Old Tiziana (the “Board”) has concluded that the interests of its business and shareholders are best served by aligning the place of the listing with the principal business activities of the Tiziana Group, which are predominately based in the US. Therefore, the Board intends to establish a direct listing on NASDAQ. Given this intention, the Board concluded that England was not the most appropriate domicile for the parent company of the Tiziana Group because it is not possible to directly list shares of English companies on NASDAQ. Therefore, if Old Tiziana remained the parent company of the Tiziana Group, only ADSs...