26 Nov 2018 07:00
Tiziana Life Sciences plc Announces Instructions for Exchanging Listed Ordinary Shares into Nasdaq listed ADSs
London, 26 November 2018 - Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS) (the "Company"), a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology, today announces that in connection with a listing of American Depositary Shares ("ADSs") representing ordinary shares of nominal value £0.03 each in the capital of the Company ("Ordinary Shares") on the Nasdaq Global Market, the United States Securities and Exchange Commission declared effective a registration statement relating to such securities on 19 November 2018 and the ADSs were listed for trading on such market under the symbol "TLSA" on 20 November 2018.
This announcement is intended to guide holders of Ordinary Shares, which are listed on AIM, the market operated by London Stock Exchange plc ("AIM"), through the process of exchanging Ordinary Shares for ADSs, and to answer certain related frequently asked questions applicable to holders of Ordinary Shares. For any further questions about the Ordinary Share to ADS exchange process, please contact the Company's ADS Depositary Bank, JPMorgan Chase Bank, N.A. ("JP Morgan"):
jpm.adr.settlements@jpmorgan.com
Settlements hotline: (302) 552-0230
About Tiziana Life Sciences plc
Tiziana Life Sciences is a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology. We believe Foralumab is the only fully human anti-CD3 mAb in clinical development in the world. This compound has potential application in a wide range of autoimmune and inflammatory diseases, such as NASH, primary biliary cholangitis (PBS), ulcerative colitis, MS, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. A prospectus describing the securities may be obtained from the website of the US Securities and Exchange Commission at www.sec.gov/edgar. For the avoidance of doubt, such prospectus does not constitute a "prospectus" for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant EU member state) and has not been reviewed by any competent authority in any EU member state.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for ADSs representing the Company's ordinary shares in the United States. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
Frequently Asked Questions and Answers for the Company's Ordinary Shareholders:
What is the relationship between the Company's Ordinary Shares and ADSs?
Each ADS is a tradeable security representing 10 of the Company's Ordinary Shares. The Company's ADSs have been approved for trading on Nasdaq under the ticker symbol: TLSA. The value of each ADS is denominated in US Dollars.
What does it cost to exchange Ordinary Shares into ADSs?
In accordance with the terms of the agreement governing the ADSs, JP Morgan will require payment of US$0.05 per ADS created on the deposit of Ordinary Shares. The conversion of your dematerialised Ordinary Shares will need to be managed by your broker as Ordinary Shares need to be transferred electronically to JP Morgan prior to the issuance of ADSs. Your selected broker may also levy an administrative charge for managing the conversion process.
How long does it take and is dematerialisation necessary?
JP Morgan typically can be expected to issue ADSs to a brokerage account located in the United States within two business days of JP Morgan's custodian receiving an electronic transfer of Ordinary Shares from your broker and all requisite payments and confirmations. However, before this can happen, if you hold your Ordinary Shares in certificated form, you will need to send your share certificate and a signed stock transfer/deposit form to your broker who will then need to manage the "dematerialisation" process needed to exchange your shares into electronic form. The timescale for this will depend on your broker but should be expected to take about a week.
I don't have a broker - do I really need one?
Yes, conversion into ADSs will require the assistance of a broker. Please refer to "Notes for Shareholders".
Is there a cost to hold ADSs?
JP Morgan charges an annual Depositary Service Fee of up to US$0.05 per ADS per calendar year. JP Morgan will collect this fee through the US settlement system. It is anticipated that your broker will charge you back for such amounts.
How do I exchange my Ordinary Shares into ADSs?
The process set out on the following pages explains what you need to do to select a suitable broker account and summarises the instructions that you need to give to your broker in order to exchange your Ordinary Shares into ADSs. Please refer to "Notes for Brokers" which we suggest you send to your broker if you are interested in exchanging Ordinary Shares for ADSs.
Do I have to exchange my Ordinary Shares into ADSs?
No, the Company's Ordinary Shares will continue to trade on AIM. If you do not wish to hold ADSs but wish to remain a shareholder of the Company then no action is required.
Notes for holders of Ordinary Shares:
Process for exchanging Ordinary shares into ADSs:
Step 1: Select a broker with US listed securities trading capability
If you do not already have an account with a broker, you may be able to open one either online or through banks and building societies which offer broking services. You need to ensure that the broker and type of account on offer is capable of holding and trading US listed securities. Often the most basic account offered is for UK listed shares only so you will need to select an account that gives you the ability to buy and sell US listed shares. Please ensure that you check with your broker that they can hold Tiziana Life Sciences plc ADSs and have a DTC participant account or access thereto.
Step 2: You will need to contact your broker and ask them how to transfer your existing certificated or dematerialised Ordinary Shares into your account.
If you hold physical share certificates, you will need to send them, together with a completed stock deposit form to your broker. The broker must provide you with the required stock deposit form and instructions. When the broker receives the share certificates, they will need to "dematerialise" the shares into electronic form so that they are held electronically by the broker within CREST (the central securities depository that holds UK and Irish equities, operated by Euroclear UK & Ireland). When completed your broker can then deal with the conversion into ADSs.
If you already hold your Ordinary Shares in a dematerialised form, you can deliver them to the broker handling the ADS conversion.
Step 3: Your broker will need to complete the necessary instruction form and email the same to JP Morgan to arrange for the conversion of your Ordinary Shares into ADSs tradeable on Nasdaq. You will receive one ADS for every 10 Ordinary Shares that you hold and opt to convert. The form of instructions can be found at https://www.adr.com/Site/LoadPDF?CMSID=503acfbe8fd8407d9536714f2f30c558 and the properly completed form should be emailed to jpm.adr.settlements@jpmorgan.com
The contact details for JP Morgan, together with details of the conversion process are set out in the "Notes for Brokers" and the "Tiziana Life Sciences plc - UK ADR Creation - SDRT Certification" set out on the following pages. We suggest that you send these to your broker.
Notes for Brokers:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
The Company's Ordinary Shares are listed on AIM under the ticker: TILS
The Company's ADSs are listed and traded on Nasdaq under the ticker: TLSA
Each ADS represents 10 Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of ADSs via the Company's Depositary Bank, JPMorgan Chase Bank, N.A.
Once exchanged, the Company's ADSs are tradeable via Nasdaq.
The Company's registrar, Link Market Services Limited (www.linkmarketservices.com), maintains the Company's shareholder register and Ordinary Shares can be held and transferred within CREST. Therefore, you are able to receive certificated Ordinary Shares and deposit these into CREST via the usual CREST share deposit process. You can then transfer the Ordinary Shares to JP Morgan's CREST account for conversion into ADSs. The newly created ADSs will then be transferred back to your nominated DTC or Euroclear account.
JP Morgan's CREST account details are as follows:
CREST participant ID: AW01C
JP Morgan Bournemouth
Chaseside, Dorset Building
Bournemouth BH7 7DA
Prior to initiating a CREST transfer to JP Morgan, please contact the JP Morgan team by email via: jpm.adr.settlements@jpmorgan.com including properly signed instructions complying with the requirements set forth in the document found at https://www.adr.com/Site/LoadPDF?CMSID=503acfbe8fd8407d9536714f2f30c558
Fees/taxes payable: The fees owing in connection with the creation and holding of ADSs are described in the deposit agreement, the form of which has been filed with the U.S. Securities and Exchange Commission. As the Company is currently listed on AIM, no stamp duty reserve tax (SDRT) is payable.
Ratio: Each ADS represents 10 Ordinary Shares. Fractional ADSs cannot be issued. Therefore, the number of Ordinary Shares transmitted within CREST to JP Morgan MUST be a multiple of 10. Spare Ordinary Shares can either be retained in CREST or re-issued to your client in certificated form. Such re-issued Ordinary Shares will remain on the Company's shareholder register, registered in your client's name (or in a nominee's name, as applicable).
JP Morgan as Custodian requires the Tiziana Life Sciences plc - UK ADR Creation - instructions certification to emailed as a PDF file in a secured format to jpm.adr.settlements@jpmorgan.com. In the email subject field, please state: TIZIANA LIFE SCIENCES PLC - UK ADR CREATION - ISSUANCE INSTRUCTION AND CERTIFICATION.
Please ensure this form is on your CREST agent's headed paper. Please fill all fields by typing and only use handwriting for the Signatures at the bottom of the page.
Any questions should be directed to jpm.adr.settlements@jpmorgan.com