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Schedule 1 - Alexander David Investments plc

31st Mar 2014 09:00

RNS Number : 5642D
AIM
31 March 2014
 



 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Alexander David Investments plc (to be renamed Tiziana Life Sciences PLC)

("the Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

6 New Street Square

New Fetter Lane

London EC4A 3BF

 

Trading address:

131 Finsbury PavementLondon EC2A 1NT

 

COUNTRY OF INCORPORATION:

UK

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.ad-investments.com

 

To be changed following Admission and change of name to:

 

www.tizianalifesciences.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The Company is proposing to acquire the entire issued share capital of Tiziana Pharma Limited (TPL), which constitutes a reverse takeover under AIM Rule 14 and which, if approved by shareholders, will have the effect of changing the status of the Company from an investing company under the AIM Rules to an operating company with a material trading activity. The so enlarged group's operations would thereafter constitute exclusively those of TPL, which is a development stage biotechnology company.

 

Subject to shareholder approval, the Directors also propose to change the name of the Company from Alexander David Investments plc to Tiziana Life Sciences plc.

 

TPL was formed in November 2013 as a vehicle to acquire and exploit certain intellectual property in biotechnology. TPL's mission is to discover and develop novel molecules that impact human disease in the area of oncology, with a particular focus on metastatic cancers. The first of TPL's programmes seeks to develop a drug for application in the therapeutic area of metastatic breast cancer and it is intended that further research and development programmes will be evaluated and pursued in other metastatic cancer indications to provide additional potential value to shareholders.

 

The intellectual property of TPL was developed by Dr Andrea Brancale, Dr Richard Clarkson and Dr Andrew Westwell, all of whom are senior research academics at Cardiff University, and focuses on targeting the product of the B-cell Lymphoma 3 gene (Bcl-3), the inhibition of which affects a cancer cell's ability to migrate. The team brings together skills in computer-aided drug design, molecular modelling, medicinal chemistry, molecular-cell biology and in vivo cancer models enabling it to address the research spectrum in an integrated and rational manner. Patent protection in and around this field of research has been applied for. Further intellectual property is expected to be developed or acquired as opportunities arise from existing and ongoing target identification.

 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

84,556,313 ordinary shares of £0.03 each

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised: £2.00 million

Anticipated market capitalisation on admission: £10.15 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 79%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Directors

 

Name

Position

Christopher William Rourke*

Percy William Cecil Lomax*

David Alexander Hill Scott*

Andrew Mark Gutmann

Non-Executive Chairman

Non-Executive Director

Non-Executive Director

Non-Executive Director

 

* resigning on admission

 

Proposed Directors

 

Name

Position

Gabriele Marco Antonio Cerrone

Philip James Boyd

Riccardo Dalla-Favera

 

Executive Chairman

Finance Director

Non-Executive Director

 

 

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Shareholder

Holding before admission

 

Holding after

admission

Planwise Group Ltd*

25.9%

66.0%

Griffin Two Limited

7.0%

0.2%

Christopher McGuigan

-

3.7%

 

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

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2013

(iii) 30 September 2014, 30 June 2015, 30 September 2015

 

EXPECTED ADMISSION DATE:

24 April 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Cairn Financial Advisers LLP

61 Cheapside

London EC2V 6AX

 

NAME AND ADDRESS OF BROKER:

Beaufort Securities Limited

131 Finsbury PavementLondon EC2A 1NT

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the Company's Admission Document is available for download from the Company's website at www.ad-investments.com and following Admission and change of name at www.tizianalifesciences.com

 

The Admission Document contains full details about the applicant and the admission of its securities.

 

DATE OF NOTIFICATION:

31 March 2014

 

NEW/ UPDATE:

New

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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