Last checked at 13 Oct 2023 07:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. 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.
Allergy Therapeutics plc
("Allergy Therapeutics", the "Group" or "Company")
Result of Open Offer and Subscription
Total Voting Rights and Director Dealing
13 October 2023 Allergy Therapeutics plc (AIM: AGY), the integrated commercial biotechnology company specialising in allergy vaccines, announces it has conditionally raised total gross proceeds of approximately £40.75 million through the Equity Financing which was announced on 6 April 2023. Proceeds of the Equity Financing will be used to repay amounts owed under the Loan Facility Agreement.
Open Offer and Subscription
The Open Offer, which closed for acceptances at 11.00 a.m. on 12 October 2023, has received final valid applications from Qualifying Shareholders in respect of a total of 240,550,224 Open Offer Shares. This represents a take-up of approximately 34.91 per cent. of the maximum number of Open Offer Shares available. As announced on 27 September 2023, ZQ Capital, acting through its affiliate SkyGem Acquisition Limited, has agreed to underwrite the Open Offer by subscribing at the Issue Price for any Open Offer Shares not taken up by Qualifying Shareholders under the Open Offer. ZQ Capital will therefore subscribe for 448,552,308 Open Offer Shares not taken by Qualifying Shareholders under the Open Offer, and the total number of new Ordinary Shares to be issued pursuant to the Open Offer is 689,102,532.
In addition to the issue of Open Offer Shares, 2,228,004,131 Subscription Shares will be issued to ZQ Capital and 1,157,505,869 Subscription Shares will be issued to Southern Fox, in each case at the Issue Price pursuant to the Subscription. Accordingly, the total interests of ZQ Capital and Southern Fox following Admission will be 2,850,296,476 Ordinary Shares and 1,307,377,398 Ordinary Shares representing 59.96 per cent. and 27.50 per cent. of the issued share capital of the Company respectively.
The total number of new Ordinary Shares to be issued and admitted to trading on AIM pursuant to the Equity Financing is therefore 4,074,612,532.
As a technical consequence of SkyGem acquiring further Allergy Therapeutics Shares pursuant to the Equity Financing, SkyGem's interest in Allergy Therapeutics Shares will, following Admission, exceed 30 per cent. of the voting rights of the Group. SkyGem will therefore be required, pursuant to Rule 9 of the Takeover Code, to make a mandatory cash offer for the Allergy Therapeutics Shares not already held by SkyGem (or any persons acting in concert with it), at a price of 1 pence per Allergy Therapeutics Share.
Admission
Application has been made to the London Stock Exchange for the 4,074,612,532 New Shares to be admitted to trading on AIM. The New Shares will rank pari passu with the Existing Ordinary Shares. Issue of the New Shares remains conditional on Admission occurring. It is expected that Admission of the New Shares will occur at 8.00 a.m. on or around 16 October 2023. Following Admission, the Company will have 4,753,717,153 Ordinary Shares in issue.
Total Voting Rights
The Company does not currently hold any shares in treasury. Therefore, the above figure of 4,753,717,153 Ordinary Shares may be used by Shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
The same definitions apply throughout this announcement as are applied in the circular posted to Shareholders on 27 September 2023.
For further information, please contact:
Allergy Therapeutics
Manuel Llobet, Chief Executive Officer
Shaun Furlong, Chief Financial Officer
+44 (0)1903 845 820
Panmure Gordon (Nominated Adviser and Broker)
Freddy Crossley, Emma Earl, Corporate Finance
Rupert Dearden, Corporate Broking
+44 (0)20 7886 2500
ICR Consilium
Mary-Jane Elliott / David Daley / Davide Salvi
+44 (0)20 3709 5700
allergytherapeutics@consilium-comms.com
Notes for editors:
About Allergy Therapeutics
Allergy Therapeutics is an international commercial biotechnology company, headquartered in the UK, focussed on the treatment and diagnosis of allergic disorders, including aluminium free immunotherapy vaccines that have the potential to cure disease. The Group sells proprietary and third-party products from its subsidiaries in nine major European countries and via distribution agreements in an additional ten countries. Its broad pipeline of products in clinical development includes vaccines for grass, tree, house dust mite and peanut. For more information, please see www.allergytherapeutics.com.
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 | Peter Jensen
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2 | Reason for the notification | |||||
a) | Position / status | Non-Executive Chairman
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b) | Initial notification / amendment | Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Allergy Therapeutics plc | ||||
b) | LEI | 213800PQ7AHK7KGVOE23 | ||||
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 Identification code | Ordinary shares of £0.001 each ISIN: GB00B02LCQ05
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b)
| Nature of the transaction
| Purchase of Ordinary Shares through Open Offer | ||||
c)
| Price(s) and volume(s)
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d) | Aggregated information - Aggregated volume - Price |
n/a | ||||
e) | Date of the transaction | 16 October 2023 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Anthony Parker | ||||
2 | Reason for the notification | |||||
a) | Position / status | Non-Executive Director | ||||
b) | Initial notification / amendment | Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Allergy Therapeutics plc | ||||
b) | LEI | 213800PQ7AHK7KGVOE23 | ||||
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 Identification code | Ordinary shares of £0.001 each ISIN: GB00B02LCQ05
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b)
| Nature of the transaction
| Purchase of Ordinary Shares through Open Offer | ||||
c)
| Price(s) and volume(s)
|
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d) | Aggregated information - Aggregated volume - Price |
n/a | ||||
e) | Date of the transaction | 16 October 2023 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | SkyGem Acquisition Limited | ||||
2 | Reason for the notification | |||||
a) | Position / status | Person Closely Associated with Zheqing (Simon) Shen, Non-Executive Director
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b) | Initial notification / amendment | Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Allergy Therapeutics plc | ||||
b) | LEI | 213800PQ7AHK7KGVOE23 | ||||
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 Identification code | Ordinary shares of £0.001 each ISIN: GB00B02LCQ05
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b)
| Nature of the transaction
| Subscription of Ordinary Shares | ||||
c)
| Price(s) and volume(s)
|
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d) | Aggregated information - Aggregated volume - Price |
n/a | ||||
e) | Date of the transaction | 16 October 2023 | ||||
f) | Place of the transaction | Outside a trading venue | ||||