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: · Aggregated volume · Price | n/a Total consideration £56,588.19 |
| 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
You can also follow the Company through its twitter account @CizzlePlc and on LinkedIn.
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