REG - Cizzle Biotechnology - Issue of Consideration Shares & Option Exercise

Cizzle Biotechnology HoldingsAnnouncement

29/09/2022 16:00

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RNS Number : 2204B  Cizzle Biotechnology Holdings PLC  29 September 2022

This announcement contains inside information for the purposes of article 7 of
EU Regulation 596/2014 which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018 ("UK MAR").  Upon the publication of
this announcement this inside information is now considered to be within the
public domain.

 

29 September 2022

 

Cizzle Biotechnology Holdings Plc

 

("Cizzle Biotechnology", "Cizzle" or the "Company")

 

Issue of Consideration Shares

and

Director Option Exercise

 

Cizzle Biotechnology, the UK based diagnostics developer, announces that
further to its announcement on 29 February 2022 that it has entered into a
definitive agreement (the "Agreement") with Conduit Pharmaceuticals Limited
("Conduit") and St George Street Capital Limited ("SGSC") to acquire a 5%
economic interest in the commercialisation of the AZD 1656 asset or other such
assets being developed by Conduit or SGSC to treat inflammatory pulmonary and
cardiovascular disease, it has settled the remaining consideration of
£880,000 due under the Agreement through the issue of 22,000,000 new ordinary
shares of 0.01 pence each ("Ordinary Shares") in the Company at 4.0p per share
(the "Agreement Shares") to Conduit.

The Agreement Shares represent 6.47% of the Company's enlarged issued share
capital following Admission, as described below, and have been issued at an
approximate 135% premium to the closing mid-price of the Company's Ordinary
Shares on 28 September 2022.

Director Option Exercise

As indicated in the Company's prospectus dated 21 September 2022, the Company
has additionally issued 3,689,096 new Ordinary Shares (the "Option Shares") to
Professor Dawn Coverley, a director of the Company, upon exercise of share
options in the Company by her pursuant to an agreement dated 23 April 2021, at
a price of 1.5339313479508p per Ordinary Share as further detailed in the PDMR
disclosure table below.

The 3,689,096 Ordinary Shares issued to Professor Coverley represent 1.08% of
the Company's enlarged issued share capital following Admission and combined
with Professor Coverley's existing holding of 6,303,493 Ordinary Shares, she
now holds 9,992,589 Ordinary Shares. Her husband and co-founder Justin
Ainscough additionally holds 7,055,548 Ordinary Shares, which together with
Professor Coverley's shares, represents a total holding of 17,048,137 Ordinary
Shares, being 5.01% of the Company's issued share capital. Following this
exercise of options, Professor Coverley continues to hold options over
12,672,389 Ordinary Shares.

Admission

Application will be made for the 25,689,096 Agreement Shares and Option Shares
to be admitted to the Official List of the FCA by means of a standard listing
under Chapter 14 of the Listing Rules and to trading on the Main Market of the
London Stock Exchange ("Admission"). It is expected that Admission will become
effective at 8.00 a.m. on 4 October 2022.

Total Voting Rights

Following Admission of the Agreement Shares and Option Shares, the total
number of Ordinary Shares in issue will be 339,803,549 each with equal voting
rights.  The Company does not hold any rights in treasury.  This figure can
be used by Shareholders as the denominator for the calculations by which they
will determine whether they are required to notify their interest in, or a
change of their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.

PDMR disclosure table

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 1.                Details of the person discharging managerial responsibilities / person closely
                   associated
 a)                Name                                                         Dawn Coverley

 2.                Reason for the Notification
 a)                Position/status                                              Non-executive Director / PDMR
 b)                Initial notification/ Amendment                              Initial Notification
 3.                Details of the issuer, emission allowance market participant, auction
                   platform, auctioneer or auction monitor
 a)                Name                                                         Cizzle Biotechnology Holdings Plc
 b)                LEI                                                          213800G3OS3SA2J1Y358
 4.                Details of the transaction(s): section to be repeated for (i) each type of
                   instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                   place where transactions have been conducted
 a)                Description of the Financial instrument, type of instrument  Ordinary Shares
                   Identification code                                          GB00BNG2VN02
 b)                Nature of the transaction                                    Exercise of Options over Ordinary Shares

 c)                Price(s) and volume(s)                                       Price: 1.5339313479508p

                                                                                Volumes: 3,689,096
 d)                Aggregated information:                                      n/a

·     Aggregated volume                                     Total consideration £56,588.19

                   ·     Price
 e)                Date of the transaction                                      28 September 2022
 f)                Place of the transaction                                     Outside a trading venue

 

Enquiries:

 

 Cizzle Biotechnology Holdings plc  Via IFC Advisory
 Allan Syms (Executive Chairman)

 

 Allenby Capital Limited  +44(0) 20 33285656
 John Depasquale
 Alex Brearley

 

 Novum Securities Limited  +44(0) 20 7399 9400
 Colin Rowbury

 Jon Bellis

 

 IFC Advisory Limited  +44(0) 20 3934 6630
 Tim Metcalfe          cizzle@investor-focus.co.uk
 Florence Chandler

 

Notes to Editors:

About Cizzle Biotechnology

Cizzle Biotechnology is developing a blood test for the early detection of
lung cancer.  Cizzle Biotechnology is a spin- out from the University of
York, founded in 2006 around the work of Professor Coverley and colleagues.
Its proof-of-concept prototype test is based on the ability to detect a stable
plasma biomarker, a variant of CIZ1 known as CIZ1B.  CIZ1 is a naturally
occurring cell nuclear protein involved in DNA replication, and the targeted
CIZ1B variant is highly correlated with early-stage lung cancer.

For more information, please see https://cizzlebiotechnology.com
(https://cizzlebiotechnology.com)

You can also follow the Company through its twitter account @CizzlePlc and on
LinkedIn.

 

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