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Tiziana Life Sciences Plc (“Tiziana” or the “Company”) – Demerger of StemPrintER and Distribution in Specie

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LONDON, Sept. 16, 2020 (GLOBE NEWSWIRE) — Tiziana Life Sciences Plc (LSE: TILS, NASDAQ: TLSA) a biotechnology company focussed on innovative therapeutics for oncology, inflammation and infectious diseases, today announces that, following a strategic review of its clinical trial programs and core focus, it intends to demerge its StemPrintER and SPARE genomics-based personalised medicine business into a separate and independent listed company, Accustem Sciences Limited. The proposed demerger, which requires a court-approved reduction of capital to be completed, will allow Accustem to continue the commercialisation efforts of the StemPrintER platform technology as a separate listed company with cash reserves of approximately £1.0 million.

The proposed timetable for the demerger is as follows:

11:00 a.m. on 2 October 2020 General Meeting to approve the demerger
14 October 2020 First Court Hearing in respect of capital reduction
27 October 2020 Second Court Hearing to approve capital reduction
29 October 2020 Capital reduction becomes effective
7:00 a.m. on 30 October 2020 Demerger Record Time
30 October 2020 Ex-dividend date
30 October 2020 Effective Date of the demerger

 

A circular was sent to shareholders today (the “Circular“) providing further information regarding the demerger and seeking approval from its shareholders at a general meeting. Definitions contained in the Circular have the same meanings when used in this announcement. The Circular is available for download from the Company’s Rule 26 website.

Additional Information regarding the Demerger

The Demerger will be implemented by Tiziana declaring a dividend in specie on the Tiziana Shares equal to the book value (of approximately £3.07m) of Tiziana’s shareholding in StemPrintER Sciences, the entity within the Tiziana group which holds all of the assets and intellectual property relating to StemPrintER and SPARE and £1.0 million in cash.

The dividend in specie will be satisfied by the transfer by Tiziana to Accustem of the shares in StemPrintER Sciences. In return for this transfer, Accustem will allot Accustem Shares to Tiziana Shareholders who are registered on the Tiziana Share Register at the Demerger Record Time, on the basis of one Accustem Share for each Tiziana Share held by them at that time, save that the number of Accustem Shares to be allotted to the initial subscriber in Accustem (who is, and will at the Demerger Record Time continue to be, a Tiziana Shareholder) will be reduced by the number of Accustem Shares already held by them so that, upon the Demerger becoming effective, each Tiziana Shareholder (including the initial subscriber in Accustem) will hold one Accustem Share for each Tiziana Share held at the Demerger Record Time.

It is intended that holders of warrants and options over Tiziana Shares will be granted equivalent instruments in respect of Accustem Shares as a part of the Demerger.

It is intended that Accustem will seek admission to the standard segment of the Official List and admission to trading on the London Stock Exchange plc by way of an IPO in late Q4 2020 (“Accustem Admission”) and potentially a dual listing on NASDAQ in 2021.

Whilst the Accustem Shares will be allotted on the completion of the Demerger, it is unlikely that the process to obtain a standard listing on the Official List and admission to trading on the London Stock Exchange will be complete by the date of completion of the Demerger. Accordingly, no Accustem Shares will be actually issued (or CREST accounts credited or Accustem ADSs issued) until the earlier of (i) Accustem Admission; and (ii) 2 months from the date of the completion of the Demerger. This is to prevent the issue of large numbers of physical share certificates which would then need to be replaced or dematerialised upon Accustem Admission.

Related Party Transactions

The Demerger constitutes a related party transaction under Rule 13 of the AIM Rules with Gabriele Cerrone, as a director and substantial shareholder of the Company, and Dr Kunwar Shailubhai, in his capacity as a director and shareholder of the Company “Related Parties“, as both will receive Accustem Shares in amounts equal to their shareholdings in the Company on completion of the Demerger. Based upon the Related Parties’ shareholding in the Company as at the date of this document, upon completion of the Demerger, the Related Parties will have the following holdings in each of the Company and Accustem:

  Current holding of Tiziana Shares % of current holding of Tiziana Shares Expected % of issued share capital of the Company following the Demerger Expected % of issued share capital of Accustem following the Demerger
Panetta Partners Limited 691,521 0.36 % 691,521 0.36 %
Planwise Group Limited 63,680,404 33.42 % 63,680,404 33.42 %
Dr Kunwar Shailubhai 5,000 0.002 % 5,000 0.002 %

Note: the above figures assume no changes to the underlying holdings of the named shareholders after publication of this document and before the Record Date.

Willy Simon and John Brancaccio are deemed to be independent of the Demerger for the purposes of Rule 13 of the AIM Rules. Willy Simon, John Brancaccio and Dr Kunwar Shailubhai, having consulted with the Company’s nominated adviser, Cairn Financial Advisers LLP, consider that the terms of the Demerger referred to above are fair and reasonable in so far as the Tiziana Shareholders are concerned.

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THE CONTENTS OF THIS DOCUMENT ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

About Tiziana Life Sciences

Tiziana Life Sciences plc is a dual listed (LSE: TILS, NASDAQ: TLSA) 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 II 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 with severe respiratory symptoms.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged the release of this information is Keeren Shah, Finance Director of Tiziana.

For further enquiries:

United Kingdom Investors:

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 0880
Optiva Securities Limited (Broker)
Robert Emmet
+ 44 (0)20 3981 4173

United States Investors:

Dave Gentry
RedChip Companies Inc.
Office 1 800 RED CHIP (733 2447)
Cell 407-491-4498 (USA)
dave@redchip.com

Source: https://markets.businessinsider.com/news/stocks/tiziana-life-sciences-plc-tiziana-or-the-company-demerger-of-stemprinter-and-distribution-in-specie-1029592880

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Ericsson To Buy U.S. 5G Enterprise Solutions Provider Cradlepoint In $1.1 Bln Deal

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(RTTNews) – Swedish telecom equipment maker Ericsson (ERIC) announced Friday its agreement to acquire US-based Cradlepoint for an enterprise value of $1.1 billion.

Cradlepoint is a provider of Wireless Edge WAN 4G and 5G Enterprise solutions. The acquisition is in line with Ericsson’s ongoing strategy of capturing market share in the rapidly expanding 5G Enterprise space.

The transaction expected to close before the end of the fourth quarter, 2020, subject to closing conditions. The purchase price, which is funded from Ericsson’s cash-in-hand, is paid in full on closing.

The acquisition complements Ericsson’s existing 5G Enterprise portfolio which includes Dedicated Networks and a global IoT platform.

Following the deal closure, Cradlepoint will become a subsidiary of Ericsson while continuing to operate under its existing brand. Cradlepoint’s more than 650 employees will remain within the company, headquartered in Boise, Idaho. It will be part of Ericsson’s Business Area Technologies & New Businesses.

In 2019, Cradlepoint’s sales were 1.2 billion Swedish kronor, with a gross margin of 61%.

Regarding its outlook, Ericsson said its operating margins are expected to be negatively impacted by approximately 1 percent in 2021 and 2022 – where half is related to amortization of intangible assets which arise from the acquisition.

Cradlepoint is expected to contribute to operating cash-flow starting in 2022.

Ericsson’s 2022 group financial targets remain unchanged.

Source: https://markets.businessinsider.com/news/stocks/ericsson-to-buy-u-s-5g-enterprise-solutions-provider-cradlepoint-in-1-1-bln-deal-1029601363

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OXE Marine AB (publ) and Evoy AS assessing the potential of a high-powered electric outboard

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STOCKHOLM, Sept. 18, 2020 /PRNewswire/ — OXE Marine AB (publ) (the “Company”) has today entered into a cooperation agreement with Evoy AS, an electric marine propulsion company based in Norway, to assess the technical and market viability of a high powered electric outboard using Evoy’s proprietary electrical propulsion system and the Company’s patented lower leg to deliver a high powered, high torque application.

The Company has entered into a cooperation agreement with Evoy AS to assess the technical and market viability of a high-powered electric outboard using the Company’s patented lower leg together with Evoy’s electrical marine propulsion system. The target is initially a 150 hp equivalent motor and later we will assess larger packs up to 300 hp. Following a successful assessment, both parties will contemplate a deeper cooperation to develop, produce and market the product worldwide.

Evoy’s high output electric propulsion systems should be a great fit towards OXE Marine AB’s belt driven lower legs – designed for the higher torque from diesel and electric motors – and we are excited to see what it can do. This fits well into Evoy’s vision of eliminating boating emissions globally, and our goal is to start with the commercial market, like OXE Marine AB. Later we will move into the larger recreational market as battery technology and prices steadily improve.”, says Leif A. Stavøstrand, CEO Evoy AS.

OXE Marine AB’s vision is the global adoption of its patented belt propulsor concept with a mission to dramatically reduce exhaust emissions in the marine outboard segment. We believe that partnering with Evoy in delivering a high quality and efficient electric marine propulsion system is an important step towards meeting our goals. We see many potential applications for an electric outboard, including emission regulated inland water and lakes, geo parks, wildlife exploration, super yacht tenders and many others,” said Myron Mahendra, CEO of OXE Marine AB

Certified Adviser
FNCA Sweden AB is Certified Adviser for OXE Marine AB (publ). Contact details to FNCA Sweden AB: tel. +46 8 528 00 399, e-mail info@fnca.se.

For further information, please contact:
Myron Mahendra, CEO, myron.mahendra@oxemarine.com, +46 76 347 59 82
Anders Berg, Chairman, anders.berg@oxemarine.com, +46 70 358 91 55
Leif A. Stavøstrand, COB and CEO, leif@evoy.no, +47 99 01 30 32

OXE Marine AB (publ) is obligated to make this information public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on 18 September 2020 at 07.30.

OXE Marine AB (publ) (NASDAQ STO: OXE, OTCQX: CMMCF) has, after several years of development, constructed the OXE Diesel, the world’s first diesel outboard engine in the high-power segment. The Company’s unique patented engine-to-propulsion power transmission solutions have led to high demand for the Company’s engines worldwide.

This information was brought to you by Cision https://news.cision.com

https://news.cision.com/oxe-marine-ab/r/oxe-marine-ab–publ–and-evoy-as-assessing-the-potential-of-a-high-powered-electric-outboard,c3196012

The following files are available for download:

https://mb.cision.com/Main/16067/3196012/1307623.pdf

OXE Marine AB (publ) and Evoy AS assessing the potential of a high-powered electric outboard

https://news.cision.com/oxe-marine-ab/i/oxe—envoy,c2825970

OXE / Envoy

Cision View original content:https://www.prnewswire.com/news-releases/oxe-marine-ab-publ-and-evoy-as-assessing-the-potential-of-a-high-powered-electric-outboard-301133768.html

SOURCE OXE Marine AB

Source: https://markets.businessinsider.com/news/stocks/oxe-marine-ab-publ-and-evoy-as-assessing-the-potential-of-a-high-powered-electric-outboard-1029601345

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EasyJet Plc Announces Appointment Of Kenton Jarvis As Next CFO – Quick Facts

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(RTTNews) – easyJet Plc (ESYJY.PK, EZJ.L) announced that Kenton Jarvis will be joining the Board as Chief Financial Officer, replacing Andrew Findlay. He is currently CEO of Aviation, and Business Improvement Director – Markets, at TUI Group.

Johan Lundgren, Chief Executive of easyJet, stated: “Kenton will join us during this period of exceptional challenge for global aviation. His depth of knowledge of the travel industry and financial skills will be key as we continue to rebuild following the pandemic.”

easyJet noted that it will provide an update on Kenton’s start date in due course.

Source: https://markets.businessinsider.com/news/stocks/easyjet-plc-announces-appointment-of-kenton-jarvis-as-next-cfo-quick-facts-1029601339

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