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FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA
("U.S."), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY SUCH JURISDICTION.
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSE OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF THE DOMESTIC LAW OF
THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS
(SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR)
IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Pharma Limited announces U.S.$5.74 million Global Private Placement and investment by directors and members of senior management
March 14, 2023 - OKYO Pharma Limited (Nasdaq: OKYO; LSE: OKYO) ("OKYO" or the "Company"),
an ophthalmology-focused bio-pharmaceutical company developing OK-101 to treat dry eye disease ("DED") to address
the significant unmet need in this multi-billion-dollar market, is pleased to announce a "reasonable best efforts" offering
of its American Depositary Shares ("ADSs") on the Nasdaq Capital Market (the "U.S. Offering") and
a subscription for new ordinary shares of no par value (the "Ordinary Shares") (the "Subscription"
and, together with the U.S. Offering, the "Global Private Placement").
will issue 3,503,665 new ADSs (representing 227,738,225 new Ordinary Shares) ("New ADSs") to certain investors at
a price of U.S.$1.50 per New ADS ("U.S. Offering Price") raising gross proceeds of approximately U.S.$5.3 million
(before deducting expenses). Each New ADS offered in the U.S. Offering represents 65 Ordinary Shares. No commissions are payable by the
Company to any brokers or third parties.
will also issue 8,673,658 new Ordinary Shares (the "Subscription Shares") to investors (including Gabriele Cerrone)
at a price of U.S. $0.23 per new Subscription Share (equivalent to U.S.$1.50 per New ADS) raising gross proceeds of approximately U.S.$0.1
million (before deducting expenses). No commissions are payable by the Company to any brokers or third parties.
New ADSs and Subscription Shares to be sold in the Global Private Placement will be offered by the Company. utilising the full balance
of the Company's headroom to admit securities to listing.
intends to use the net proceeds of the Global Private Placement to advance OK-101 to fund the initial Phase 2 clinical trial of OK-101
in DED patients, and for working capital and other general corporate purposes.
directors and members of the senior management of the Company (specified in the table below), who are persons discharging managerial
responsibilities for the purposes of UK MAR (each, a "PDMR") and related parties for the purposes of International
Financial Reporting Standards (each, a "Related Party"), had deferred all or part of their fees and salaries (as applicable)
for an extended period and have now agreed to take payment of these deferred amounts in new Ordinary Shares (calculated by reference
to the U.S. Offering Price) as demonstration of their support for the Company and their confidence in its prospects ("Management
| Related Party | Position | Number of existing Ordinary Shares held | Number of existing Ordinary Shares held as a percentage of all existing Ordinary Shares | Number of Management Ordinary Shares issued | Interest in Ordinary Shares on Admission | Percentage of issued Ordinary Shares on Admission | ||||||||||||||||
| Gabriele Cerrone * | Non-Executive Chairman | 553,053,615 | 39 | % | 6,500,000 | 559,553,615 | 34 | % | ||||||||||||||
| Gary S. Jacob | Chief Executive Officer | 812,500 | 0 | % | 2,166,667 | 2,979,167 | 0 | % | ||||||||||||||
| Keeren Shah | Chief Financial Officer | - | - | 1,083,355 | 1,083,355 | 0 | % | |||||||||||||||
| Dr. Raj Patil | Chief Scientific Officer | - | - | 1,083,355 | 1,083,355 | 0 | % | |||||||||||||||
| John Brancaccio | Non Executive Director | - | - | 554,561 | 554,561 | 0 | % | |||||||||||||||
| Willy Simon | Non Executive Director | 307,100 | 0 | % | 274,560 | 581,660 | 0 | % |
Gabriele Cerrone is the ultimate beneficial owner of the Ordinary Shares specified through his wholly-owned entities, Planwise Group
Limited and Panetta Partners Limited.
issuances of Management Ordinary Shares constitute a series of "related party transactions" for the purposes of DTR 7.3,
but do not, in aggregate, constitute a "material related transaction".
closing of the U.S. Offering is expected to occur on March 14, 2023, subject to customary closing conditions.
registration statement on Form F-1 (File No. 333-268675) relating to the securities being sold in the U.S. Offering has been filed with
the U.S. Securities and Exchange Commission (the "SEC") on December 5, 2022, and became effective on March 8, 2023.
A final U.S. prospectus related to the U.S. Offering (the "U.S. Prospectus") will be filed and made available on the
SEC's website at https://www.sec.gov/. The U.S. Offering is being made only by means of a U.S. Prospectus.
227,738,225 new Ordinary Shares underlying the New ADSs, 2,173,658 of the Subscription Shares and 2,166,710 of the Management Ordinary
Shares, in aggregate 232,078,593 new Ordinary Shares, will be issued under the Company's existing shareholder authorities, on a
non-pre-emptive basis, and are expected to be admitted to listing on the standard segment of the Official List of the Financial Conduct
Authority ("FCA") and to trading on the main market for listed securities of London Stock Exchange plc at 8.00 a.m.
(GMT) on March 15, 2023 ("Admission"), utilising the full balance of the Company's headroom to admit securities
to listing absent the publication of a prospectus.
balance of 9,495,788 Management Ordinary Shares (comprised of new Ordinary Shares to be issued to the Directors and according falling
within an exemption for the requirement for the publication of a prospectus), are expected to be admitted to listing on the standard
segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities
of London Stock Exchange plc at 8.00 a.m. (GMT) on March 18, 2023.
announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
references to times and dates in this announcement are to times and dates in London, UK, unless otherwise stated.
Admission of all of the Ordinary Shares comprised in the Global Private Placement, the total number of Ordinary Shares in issue will
be 1,658,792,349 and this number may be used by shareholders as the denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.
soundings, as defined in UK MAR, were taken in respect of the Global Private Placement with the result that certain persons became aware
of this inside information, as permitted by UK MAR. Upon the publication of this announcement, this inside information is now considered
to be in the public domain and therefore those persons that received inside information in the market sounding are no longer in possession
of such inside information relating to the Company and its securities.
the purposes of UK MAR, the person who arranged the release of this information is Gary S. Jacob, Chief Executive Officer of OKYO.
| OKYO Pharma Limited | Gary S. Jacob, Chief Executive Officer | +44 (0)20 7495 2379 | ||
| Investor Relations | Paul Spencer | +44 (0)20 7495 2379 | ||
| Broker | Robert Emmet, Optiva Securities Limited | +44 (0)20 3981 4173 |
readers in the European Economic Area ("EEA")
any EEA member state, this announcement is only addressed to and directed at "qualified investors" in that EEA member state
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU Prospectus Regulation"). There
will be no offer of New ADSs or Subscription Shares to the public in any EEA member state.
the UK, this announcement is only addressed to and directed at "qualified investors" in the UK within the meaning of Article
2(e) of the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
There will be no offer of New ADSs or Subscription Shares to the public in the UK.
addition, in the UK, this announcement, in so far as it constitutes an invitation or inducement to enter into investment activity (within
the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA")) in connection with
the securities which are the subject of the Global Private Placement or otherwise, is being directed only at persons who (i) who have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"), and/or (ii) who are high net worth companies (or persons
to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons") or otherwise in circumstances which have not resulted and will not result in an
offer to the public of securities in the UK.
New ADSs and Subscription Shares offered in the Global Private Placement will only be available to, and any invitation, offer or agreement
to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person in the UK who is
not a relevant person should not act or rely on this announcement or any of its contents. This announcement does not contain an offer
or constitute any part of an offer to the public within the meaning of sections 85 and 102B of FSMA or otherwise.
Product Governance Requirements
for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product
Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise
have with respect thereto, the New ADSs and the Subscription Shares have been subject to a product approval process, which has determined
the New ADSs and the Subscription Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet
the criteria of professional clients and (c) eligible counterparties (each as defined in the FCA Handbook Conduct of Business Sourcebook);
and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New ADSs and/or the Subscription Shares
may decline and investors could lose all or part of their investment; the New ADSs and/or the Subscription Shares offer no guaranteed
income and no capital protection; and an investment in the New ADSs and/or the Subscription Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Global Private Placement. In all circumstances, the Company will only procure investors