Client News

London, 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”).

OKYO 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.

OKYO 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.

All 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.

OKYO 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.

Certain 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 Ordinary Shares”).

* Gabriele Cerrone is the ultimate beneficial owner of the Ordinary Shares specified through his wholly-owned entities, Planwise Group Limited and Panetta Partners Limited.

The 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”.

The closing of the U.S. Offering is expected to occur on March 14, 2023, subject to customary closing conditions.

The 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.

The 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.

The 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.

This 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.

All references to times and dates in this announcement are to times and dates in London, UK, unless otherwise stated.

Total voting rights

Following 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.

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https://www.londonstockexchange.com/news-article/OKYO/issue-of-equity/15873662