Tiziana Life Sciences PLC Intention to Demerge StemPrintER (6890N)
22 Maggio 2020 - 8:00AM
UK Regulatory
TIDMTILS
RNS Number : 6890N
Tiziana Life Sciences PLC
22 May 2020
Tiziana Life Sciences plc
("Tiziana" or the "Company")
Tiziana Lifesciences Announces intention to demerge its
StemPrintER Genomics-Based Personalized Medicine business as a
separate listed company
New York and London, May 22, 2020 - Tiziana Life Sciences plc
(NASDAQ: TLSA, AIM: TILS), a clinical stage biotechnology company
developing targeted drugs for cancer, inflammatory diseases and
COVID-19, today announces that it intends to demerge its
StemPrintER and SPARE (together "StemPrintER") genomics-based
personalized medicine businesses into a separate company and effect
a capital reduction to facilitate the spin-out and listing of
StemPrintER as an independent entity.
Following the Company's recent announcement concerning the trial
conducted by scientists from the European Institute of Oncology in
Milan in collaboration with the Royal Marsden Hospital and Queen
Mary University in London on the Company's stem cell biology-based
genomic tool, StemPrintER, for the prediction of disease recurrence
in breast cancer patients, the Company's Board, which has been
considering options for StemPrintER for some time, is pleased to
announce that they consider that the results of the trial and the
progress made substantiate the viability of StemPrintER as having
the potential to be a standalone business and accordingly intend to
proceed with steps for a spin-out, by way of demerger, and listing
on a public market of a new independent genomics-based personalized
medicine company focused on the StemPrintER business.
The rationale of this decision is that, as a standalone
genomics-based personalized medicine company and separate legal
entity, StemPrintER could:
-- Secure separate financial resources, with the goal of
enabling accelerated development of the StemPrintER genomic
test;
-- Separate StemPrintER from Tiziana's biotechnology and
pharmaceutical businesses so it may focus on the personalized
medicine market; and
-- Allow Shareholders to benefit from both Tiziana's rapidly
developing drug portfolio and the standalone value of StemPrintER
as it progresses through its own development milestones and the
path to commercialization and allow shareholders to receive the
maximum potential value from StemPrintER as a standalone
entity.
The Board is taking the necessary preliminary steps in
preparation for a potential spin-out, including the incorporation
of a new subsidiary to hold the relevant assets. The Company will
also put proposals to shareholders at the Annual General Meeting to
obtain the approval necessary for a capital reduction which will be
required to implement the demerger.
Notwithstanding that the required approval for the capital
reduction will be sought, these considerations remain at an early
stage and there can be no guarantee that the demerger will be
completed. The approval of the capital reduction will enable the
Board, in due course, to declare distribution in specie of shares
in the new StemPrintER entity to existing Tiziana shareholders.
No record date has yet been set for the entitlement to shares in
the new StemPrintER entity as a number of technical, legal and
accounting processes need to be completed before the demerger can
be formally put to shareholders of Tiziana for approval. For the
avoidance of doubt StemPrintER will remain a group business until
such time as shareholders formally approve proposals for a
demerger.
For shareholder interest and information, StemPrintER will be
the subject of a poster discussion session (
https://meetinglibrary.asco.org/record/185144/abstract ) on 29 May
2020 titled "Comparison of StemPrintER, a novel stem cell
biology-based genomic predictor of distant recurrence in breast
cancer, with Oncotype DX in the TransATAC cohort" at the virtual
annual meeting of American Society of Clinical Oncology 2020
(ASCO20).
Further announcements will be made at the appropriate time.
About StemPrintER and SPARE
StemPrintER is a multi-gene prognostic assay intended for the
prediction of the risk of recurrence in luminal, estrogen
receptor-positive HER2-negative breast cancer patients, based on
the detection of 20 cancer stem cell markers. The assay has been
evaluated in an initial retrospective validation study using a
consecutive cohort of approximately 2,400 patients with breast
cancer.
For more information go to
http://www.tizianalifesciences.com
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
THE PERSON WHO ARRANGED FOR THE RELEASE OF THIS INFORMATION IS
DR KUNWAR SHAILUBHAI, THE COMPANY'S CHIEF EXECUTIVE AND CHIEF
SCIENTIFIC OFFICER.
Contacts :
Tiziana Life Sciences plc
United Kingdom:
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder +44 (0)20 7495 2379
Cairn Financial Advisers LLP (Nominated
adviser)
Liam Murray / Jo Turner +44 (0)20 7213 0883
Shore Capital (Broker)
Antonio Bossi / Fiona Conroy +44 (0)20 7601 6125
United States:
Investors -
CORE IR
(516) 222-2560
ir@coreir.com
Media -
Jules Abraham
CORE IR
(917) 885-7378
julesa@coreir.com
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END
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