Tiziana Life Sciences PLC Grant of options and realisation bonus (8623A)

TIDMTILS

RNS Number : 8623A

Tiziana Life Sciences PLC

10 June 2016

Tiziana Life Sciences PLC

("Tiziana" or the "Company")

Grant of options (director's dealing) and realisation bonus

London, 10 June 2016 - Tiziana Life Sciences plc (AIM: TILS, the "Company"), the clinical stage biotechnology company focused on targeted drugs to treat diseases in oncology and immunology, announces that the remuneration committee of the board has proposed and awarded the following options and realisation bonuses.

Gabriele Cerrone, Executive Chairman, has been awarded an option over 3,259,403 ordinary shares in the Company. The option is exercisable at a price of 150 pence per share. The option only vests in the event that the Company's share price is in excess of 300p per share for a period of more than 120 consecutive days. Following vesting the option may be exercised for a period of up to 15 years. A further announcement will be made in the event that the options set out above vest. Gabriele Cerrone's beneficial holding (after the grant of the option referred to above) in the Company is set out below:-

 
 Entity              Ordinary Shares   Vested Options   Unvested Options 
------------------  ----------------  ---------------  ----------------- 
 Planwise Group 
  Ltd*                    55,822,565 
------------------  ----------------  ---------------  ----------------- 
 Gabriele Cerrone                  0        2,600,000          3,859,403 
------------------  ----------------  ---------------  ----------------- 
 

*Gabriele Cerrone is the ultimate beneficial owner of the entire issued share capital of Planwise Group Ltd

In addition awards of options over a total of 100,005 ordinary shares at an exercise price of GBP1.50, vesting in equal tranches over 4 years have been made to certain employees and consultants.

The Company's issued share capital comprise 93,487,150 ordinary shares of 3p each. The Company has outstanding convertible loan notes in the principal amount of GBP13,119,219 convertible into new ordinary shares at conversion prices ranging from 24p to GBP1.50.

The Company has granted options over a total of 11,749,402 ordinary shares of which 4,855,000 are vested at exercise prices between 15p and 57p per share and 6,894,402, remain subject to vesting conditions (at potential exercise prices ranging from 15p to GBP1.50 per share). In addition warrants to subscribe for a total of 6,235,353 ordinary shares at exercise prices between 32p and GBP2.50 are outstanding.

Therefore the fully diluted issued share capital of the Company is 134,140,520 ordinary shares (assuming all convertible loan notes, options and warrants, vested and unvested, exercised and exercisable, were converted).

Realisation bonuses

In the event of a transaction resulting in a change of control of the Company (defined as a person or persons acting in concert acquiring more that 50% of the issued share capital of the Company) or a disposal or licensing of material assets occurring at, or with, or resulting in, an enterprise value for the Company in excess of GBP450 million ("Minimum Value") the Company has agreed to pay a cash bonus or issue shares to Kunwar Shailubhai, a director of the Company, representing 2.0% of the value uplift from a base valuation of the Company of GBP275m.

In the event of a transaction resulting in a change of control of the Company (defined as a person or persons acting in concert acquiring more that 50% of the issued share capital of the Company) or a disposal or licensing of material assets occurring at, or with, or resulting in, an enterprise value for the Company in excess of GBP450 million ("Minimum Value") the Company has agreed to pay a cash bonus or issue shares to Dr Gary Jacobs, a member of the scientific advisory committee, representing 3.0% of the value uplift from a base valuation of the Company of GBP275m.

Contacts:

 
Tiziana Life Sciences plc 
 Gabriele Cerrone, Chairman and founder                [phone] 
Cairn Financial Advisers LLP (Nominated adviser) 
 Liam Murray                                           [phone] 
Beaufort Securities Limited (Broker) 
 Saif Janjua                                           [phone] 
FTI Consulting 
 Simon Conway / Rob Winder / Natalie Garland-Collins   [phone] 
 

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, a molecule which blocks the action of specific enzymes called cyclin-dependent kinases (CDK) involved in cell division as well as a number of other protein kinases. Milciclib is currently completing phase II clinical trials for thymic carcinoma in patients previously treated with chemotherapy and preparing and IND to enroll patients in an exploratory trial in Hepatic Cellular Carcinoma (HCC).

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 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.

Tiziana Life Sciences' clinical development teams are working on its Bcl-3 candidate; which has a prominent role in the metastasis of mammary cancers, and has elucidated the mechanism of Bcl-3 action to be a regulator of cancer cell motility and has also determined that Bcl-3 inhibition suppresses cell motility in triple-negative, HER-2-positive PR- and ER-positive breast cancer sub-types, suggesting that Bcl-3 may be a master regulator of this metastatic property not only in aggressive breast cancers, but across the clinical spectrum of breast disease. The Company is preparing the IND package with the intention of progressing to clinical trials this year.

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

This information is provided by RNS

The company news service from the London Stock Exchange

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June 10, 2016 05:18 ET (09:18 GMT)