REG - Allergy Therapeutics - £40.75 million Facility with Equity Financing
06/04/2023 14:15
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RNS Number : 6719V Allergy Therapeutics PLC 06 April 2023
FOR IMMEDIATE RELEASE.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN ALLERGY THERAPEUTICS PLC IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF
THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR
SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO
REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE SHARES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY
IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE EQUITY FINANCING. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
Allergy Therapeutics plc
("Allergy Therapeutics" or the "Company")
£40.75 million Facility with associated Equity Financing
Key Highlights
· £40.75 million Facility provided by ZQ Capital and Southern Fox.
· The Facility will be partly used to refinance the existing £10
million loan notes issued to ZQ Capital and Southern Fox on 28 February 2023.
· The Facility will also provide immediate funds to address the Company's
near-term requirement for significant additional funding to enable the Company
to continue its pivotal Phase III G306 trial for Grass MATA MPL and other key
clinical trials including the Phase I study for Peanut allergy.
· Equity Financing at an issue price of 1 pence per share comprised
of the Subscription by ZQ Capital and Southern Fox and the Open Offer expected
to be made to all qualifying shareholders (and underwritten by ZQ Capital), to
raise gross proceeds of £40.75 million.
· Equity Financing is conditional upon, inter alia, shareholder
approval and FDI clearances.
· Proceeds of the Equity Financing will be used to repay the principal
amounts outstanding and accrued interest thereon under the Facility Agreement.
· Substantial finance premium payable by the Company (associated with
the Facility) in the event that Equity Conditions are not met and the Group's
pivotal Phase III G306 trial for Grass MATA MPL is successful.
· Circular convening the General Meeting to be published shortly.
· Board unanimously recommends that shareholders vote in favour of the
Resolutions at the General Meeting.
· Publication of the 2022 Accounts, as well as the unaudited interim
accounts for the six-month period ended 31 December 2022, by 30 June 2023,
will facilitate restoration of trading in the Company's shares on AIM.
· Pursuant to the Takeover Code, completion of the Equity Financing will
trigger a mandatory offer to be made by ZQ Capital for the entire issued and
to be issued share capital of the Company that it does not already own at 1
pence per Ordinary Share.
6 April 2023 Allergy Therapeutics plc (AIM: AGY), the fully integrated
commercial biotechnology group specialising in allergy vaccines, announces
that, further to the Company's business and trading update today, the Company
has entered into a senior secured facility agreement (the "Facility
Agreement") pursuant to which the Company's existing substantial shareholders
ZQ Capital Management Limited ("ZQ Capital") (acting through its affiliate
SkyGem International Holdings Limited ("SkyGem International")) and Southern
Fox Investments Limited ("Southern Fox" and together with ZQ Capital, as the
"Lenders"), have agreed to make available to the Company a secured term loan
facility in an aggregate principal amount of £40.75 million (the "Facility").
The Facility will be used to refinance the existing £10 million loan notes
issued to the Lenders on 28 February 2023, to facilitate the continuation of
the Group's pivotal Phase III G306 trial for Grass MATA MPL (the "G306
Trial"), to continue other key clinical trial activities including the Phase I
study for Peanut allergy and to finance trading and provide working capital.
In conjunction with the Facility Agreement, the Company has also entered into
an equity commitment agreement with ZQ Capital (acting through its affiliate
SkyGem Acquisition Limited ("SkyGem Acquisition") and Southern Fox (together,
the "Investors") (the "Equity Commitment Agreement"), pursuant to which ZQ
Capital and Southern Fox have each agreed conditionally to subscribe for new
ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary
Shares") (the "New Shares") at an issue price of 1 pence per New Share (the
"Issue Price") to raise gross proceeds of £40.75 million (the "Equity
Financing").
The Equity Financing is comprised of (i) a direct subscription by each of ZQ
Capital and Southern Fox for, in aggregate, 3,385,510,000 New Shares (subject
to adjustment) (the "Subscription Shares") at the Issue Price (the
"Subscription") and (ii) an open offer, pursuant to which qualifying
shareholders (which will exclude the three largest shareholders ZQ Capital,
Southern and Abbott Laboratories, and any shareholders in a restricted
jurisdiction) will be offered the opportunity to subscribe for up to
689,490,000 New Shares (subject to adjustment) (the "Open Offer Shares") at
the Issue Price pursuant only to their pro rata entitlements at the Record
Date (the "Open Offer").
The number of Open Offer Shares to be made available to qualifying
shareholders in the Open Offer will be reduced, if required, to ensure that
the aggregate gross proceeds of the Open Offer do not exceed €8.0 million as
at the date the Open Offer is launched, calculated by reference to the number
of Open Offer Shares at the Issue Price at the prevailing foreign exchange
rate on the last practicable date prior to announcement of the Open Offer, so
as to avoid the requirement to publish a prospectus. In the event that the
number of Open Offer Shares is reduced in this manner, the number of
Subscription Shares subscribed by ZQ Capital may be increased by an equivalent
number such that the total number of New Shares to be issued by the Company
pursuant to the Equity Financing equals not less than 4,075,000,000 New Shares
to raise gross proceeds of £40.75 million.
ZQ Capital 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. Southern Fox will not be underwriting the Open Offer. The
quantum and terms of the Open Offer, which as noted above excludes the
Company's three largest shareholders, are expected to allow other qualifying
shareholders to maintain their existing percentage holdings if they subscribe
for their pro rata entitlements at the Issue Price. Any shareholders who do
not participate in the Open Offer will be very significantly diluted as a
consequence of the Equity Financing.
The proceeds of the Equity Financing will be principally used to repay the
amounts owed pursuant to the terms of the Facility Agreement (including
principal amounts and accrued interest).
The Equity Financing is conditional on satisfaction (or waiver, if capable of
being waived) of the Equity Conditions, which include, inter alia, (a) certain
foreign direct investment ("FDI") regulatory approvals and (b) shareholder
approval authorising the Directors to allot Ordinary Shares pursuant to the
Equity Financing and the dis-application of statutory pre-emption rights in
connection therewith, by the earlier of (i) 6 January 2024 (being the date
falling nine (9) months from the date of this Announcement) and (ii) the date
of G306 Trial Failure, or such later date as the Company and the Investors may
agree in writing prior to the earlier of (i) or (ii) (the "Long Stop Date"). A
general meeting of the Company is proposed to be held at the offices of
Covington & Burling LLP, 22 Bishopsgate, London EC2N 4BQ at 12 noon on 27
April 2023 (the "General Meeting"). The General Meeting will be convened by
way of a notice of general meeting contained in a circular to be published to
shareholders of the Company shortly after the date of this announcement.
Under the terms of a contingent payment letter entered into between the
Company and the Lenders in connection with the Facility Agreement ("G306
Contingent Payment Letter"), the Company will be obligated to pay a
substantial finance premium equal to 250 per cent. of the principal amount of
the loan outstanding under the Facility (the "G306 Contingent Payment") to the
Lenders on a successful data read-out (the "G306 Read-Out") if at such time
any principal remains outstanding under the terms of the Facility Agreement.
The Company therefore intends, subject to satisfaction (or waiver, if capable
of being waived) of the Equity Conditions, to complete the Equity Financing
and repay all amounts outstanding under the Facility Agreement within nine
months of the date of this announcement, thereby avoiding the G306 Contingent
Payment being triggered. Please refer to the paragraph headed 'Facility and
G306 Contingent Payment' below for further information on the G306 Contingent
Payment.
The Company continues to explore initiatives for additional funding to further
extend the Company's cash runway and expects the Facility and subsequent
Equity Financing to provide on-going working capital for the Group into H2
2023.
Further details of the financing arrangements are set out below. The Facility
(including the G306 Contingent Payment) and the Equity Financing are together
the "Financing".
If the Resolutions are not passed at the General Meeting, the Company will,
instead of the Equity Financing, undertake a fully pre-emptive open offer at
the Issue Price in accordance with statutory pre-emption rights to raise gross
proceeds of at least £40.75 million (the "Pre-emptive Open Offer"). In
comparison to the Equity Financing, the Pre-emptive Open Offer would take
longer to complete and result in higher costs for the Company as it will be
necessary to publish a prospectus and additional interest on the Facility that
will accrue during this time. As explained in further detail below, the G306
Contingent Payment will not be payable in the event that the Company launches
the Pre-Emptive Open Offer by the Long Stop Date.
If the Resolutions are not passed at the General Meeting and the Company is
unable to secure an alternative funding solution to repay the amounts due
under the Facility, the Company may be subject to, inter alia, possible
insolvency and loss of ownership of its assets, over which security has been
granted pursuant to the Facility. Should the Equity Financing not proceed, it
is unlikely that the Company will be able to pay the G306 Contingent Payment
should it crystallise. Accordingly, the Board strongly recommends that
shareholders vote in favour of the Resolutions at the General Meeting.
Background to and reasons for the Financing
On 4 October 2022, the Company announced a pause in production at its Freeman
facility, part of its Worthing, UK manufacturing site. This followed an
internal review of its current operating processes to improve the robustness
of its quality systems and build capacity across its manufacturing facilities.
As a result of the manufacturing pause occurring during a period of peak
production prior to the start of the pollen season, as previously reported,
the Company announced that its revenue for the year ended 30 June 2023 is
expected to be significantly below previous market expectations. This has led
to a need for significant additional near-term funding for the Company.
Shareholders should refer to the 'Trading and Business Update' announcement
published today for a more detailed update on results and current trading.
The Board has undertaken a thorough review of the Group's business and
carefully considered the potential funding options and other strategic
alternatives that are available to the Company. The Board believes that the
Group's portfolio of products and clinical pipeline remains highly valuable
and that accordingly, it is in the best interests of the Company and its
shareholders to continue to finance these until at least the G306 Read-Out,
representing the next value inflexion point for the business. The Financing is
the only realistic source of significant near-term funding that the Board has
been able to identify through this process.
The Company expects the Facility and subsequent Equity Financing to provide
on-going working capital for the Group into H2 2023. The Company anticipates a
successful G306 Trial and regulatory approval to allow for the continued sale
of the Group's existing products pursuant to the ongoing TAV process. The
Financing also provides immediate financing certainty which the Company
expects to allow the Directors to apply the going concern principle in
finalising and publishing the annual report and accounts for the year ended 30
June 2022 (the "2022 Accounts"). Publication of the 2022 Accounts, as well as
the unaudited interim accounts for the six-month period ended 31 December
2022, by 30 June 2023, will facilitate restoration of trading in the Company's
shares on AIM. As noted in the business and trading announcement also released
today, the Directors anticipate that the 2022 Accounts will contain a material
uncertainty in view of the need for additional near-term funding over and
above the Financing and an audit report qualification for limitation of scope
in respect of the carrying value of insurance policy assets related to the
pension scheme of the Group's German subsidiary, Bencard Allergy GmbH.
The Directors do not believe that the Facility and G306 Contingent Payment
provide a suitable long term solution for the Company's financing
requirements. The Company is therefore proceeding with the Equity Financing so
that the proceeds of the Equity Financing can be used to repay the Facility as
soon as the Equity Conditions are satisfied and the Equity Financing is
completed. Dependent on trading and the timing of the Equity Financing and the
quantum of interest accrued on the Facility, the Company expects that
additional financing for the Group will be required in H2 2023. The Company
continues to evaluate opportunities for cost control measures and non-dilutive
funding.
Facility and G306 Contingent Payment
Facility Agreement
Pursuant to the terms of the Facility Agreement, the Lenders have, subject to
certain conditions and covenants, agreed to provide a facility to the Company
of £40.75 million with a maturity date of 31 December 2025. Amounts borrowed
under the Facility Agreement will accrue interest at the rate of 18 per cent.
per annum. The Facility (and interest accrued thereon) is subject to mandatory
redemption and cancellation of availability in the event of termination or
G306 Trial Success (as defined below) has not occurred prior to 15 November
2024, as well as for typical mandatory repayment events such as a change of
control, sale of substantially all assets of the Group or following the
occurrence of an event of default that is accelerated. The Facility Agreement
is subject to Loan Market Association-style terms and includes various
representations, covenants, financial covenants and events of default binding
upon the Group. The Facility is subject to a 2.75 per cent. upfront
underwriting fee and a 0.75 per cent. per annum commitment fee on undrawn
commitments.
The Facility will be fully secured against substantially all assets of the
Company and its subsidiaries incorporated in England and Wales by way of an
English-law governed debenture. If the Company wishes to drawdown amounts
under the Facility that are in aggregate greater than £16,000,000 in
principal then, (i) on or before such drawdown, the Company must also procure
that its subsidiaries in Germany and the Netherlands also provide equivalent
security over substantially all of their assets; and (ii) within 30 days
following such drawdown of over £16,000,000, the Company must procure that
its subsidiary in Spain also provides equivalent security over substantially
all of its assets. The Lenders have the ability to require that additional
security is provided by other entities in the Group, subject to certain
security principles.
G306 Contingent Payment
The Company has also entered into the G306 Contingent Payment Letter with the
Lenders pursuant to which a substantial finance premium equal to 250 per cent.
of the principal amount of the loan outstanding under the Facility will
crystallise and become payable to the Lenders in the event that there is a
successful G306 Read-Out. The Company is however permitted to repay all
amounts outstanding under the Facility Agreement without penalty using the
proceeds of the Equity Financing, and the G306 Contingent Payment will not be
payable if the Equity Financing has been completed and all principal amounts
under the Facility Agreement have been repaid by the Long Stop Date,
notwithstanding a successful G306 Read-Out prior to this time. Completion of
the Equity Financing is subject to the satisfaction (or waiver, if capable of
being waived) of the Equity Conditions.
In the event that the Resolutions are not passed at the General Meeting the
Equity Conditions will not be satisfied and the Equity Financing will not
proceed. In these circumstances, the G306 Contingent Payment will not be
payable provided that prior to the Long Stop Date the Company launches the
Pre-emptive Open Offer at the Issue Price in accordance with statutory
pre-emption rights to raise gross proceeds of at least £40.75 million on
terms which provide that the Lenders shall be offered the right to subscribe
for shares in excess of their pro rata entitlements to the extent that valid
applications have not been made for all shares offered pursuant to such offer,
and otherwise on such terms as may be agreed between the Company and the
Lenders.
If triggered, the G306 Contingent Payment would not be payable until the
maturity date of 31 December 2025 (unless the Facility were to be accelerated
pursuant to the terms of the Facility Agreement following an event of default
thereunder, whereupon the G306 Contingent Payment would also be accelerated).
The Company does not have the resources to repay the Facility or to pay the
G306 Contingent Payment in the event that it becomes payable and therefore may
face potential insolvency if alternative funding cannot be secured in the
future. Shareholders are therefore urged to vote in favour of the Resolutions
at the General Meeting to enable the Equity Financing to proceed (subject to
satisfaction (or waiver, if capable of being waived) of the other Equity
Conditions) so that amounts outstanding under the Facility Agreement can be
repaid prior to the G306 Contingent Payment becoming payable.
Equity Financing
The Equity Financing comprises:
· the Subscription for 2,228,004,131 Subscription Shares by ZQ
Capital and 1,157,505,869 Subscription Shares by Southern Fox at the Issue
Price of 1 pence per new Ordinary Share; and
· the Open Offer proposed to be undertaken by the Company in due
course pursuant to which qualifying shareholders will be offered the
opportunity to subscribe for up to 689,490,000 Open Offer Shares at the Issue
Price of 1 pence per new Ordinary Share pursuant only to their pro rata
entitlements at the Record Date.
ZQ Capital 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.
It is expected that qualifying shareholders to the Open Offer will include all
existing shareholders (other than Abbott Laboratories, Southern Fox and ZQ
Capital, and any shareholders in a restricted jurisdiction).
The number of Open Offer Shares to be made available to qualifying
shareholders in the Open Offer will be reduced, if required, to ensure that
the aggregate gross proceeds of the Open Offer do not exceed €8.0 million as
at the date the Open Offer is launched, calculated by reference to the number
of Open Offer Shares at the Issue Price at the prevailing foreign exchange
rate on the last practicable date prior to announcement of the Open Offer, so
as to avoid the requirement to publish a prospectus. In the event that the
number of Open Offer Shares is reduced in this manner, the number of
Subscription Shares subscribed by ZQ Capital may be increased by an equivalent
number such that the total number of New Shares to be issued by the Company
pursuant to the Equity Financing equals not less than 4,075,000,000 New Shares
to raise gross proceeds of £40.75 million.
The Issue Price relating to the Equity Financing has been determined having
regard to the Company's immediate financing and capital requirements and the
Equity Financing being deemed to be the only viable route to provide near-term
finance to refinance the Facility given the Company's structure and on-going
funding requirements. The Issue Price of 1 pence represents a discount of 84
per cent. to the closing price of 6.25 pence per Ordinary Share on 30 December
2022 being the day prior to the day the Company's shares were suspended from
trading on AIM.
The Equity Financing is expected to raise gross proceeds of £40.75 million.
The net proceeds of the Equity Financing will be principally used to repay the
principal amounts outstanding and accrued interest under the Facility
Agreement.
Equity Conditions
The Equity Financing is conditional on a number of conditions in the Equity
Commitment Agreement (the "Equity Conditions"), which include:
(a) the passing by shareholders of (i) an ordinary resolution (which
requires a majority of the votes cast by those entitled to vote) to authorise
the Directors to allot new Ordinary Shares pursuant to the Subscription and
Open Offer and (ii) a special resolution (which requires not less than 75 per
cent. of the votes cast by those entitled to vote) to disapply the statutory
pre-emption rights in connection with the Subscription and the Open Offer (the
"Resolutions");
(b) receipt by ZQ Capital, on terms reasonably satisfactory to ZQ Capital,
of certain foreign direct investment/national security clearances in Austria,
Italy, Germany and Spain (the "ZQ FDI Clearance Condition");
(c) receipt by Southern Fox, on terms reasonably satisfactory to Southern
Fox, of certain foreign direct investment/national security clearances in
Austria, Italy and Germany (the "SF FDI Clearance Condition" and together with
the ZQ FDI Clearance Condition the "FDI Clearance Conditions");
(d) in the opinion of each of the Investors, no events or facts having
occurred or conditions or circumstances having arisen which are reasonably
likely to result in:
(i) any event or circumstance occurs that results in (i) a factory
shutdown or loss of production capacity of more than 50 per cent. of historic
annual production of any product that comprises 10 per cent. or more of the
consolidated revenue of the Group (calculated by reference to the most
recently available annual financial statements), provided that any factory
shutdown or loss of production capacity during any planned factory shutdowns
(including for planned maintenance, upgrades or due to regulatory requirements
(including inspections)) shall not be included in such calculation; or (ii) a
factory shutdown (whether partial or total) which results or is likely to
result in (in the reasonable opinion of the Investors) the consolidated
revenue of the Group for each twelve-month period ending on each quarter date
to fall below £50,000,000; or
(ii) G306 Trial Failure; and
(e) admission of the Subscription Shares and Open Offer Shares to trading on
AIM ("Admission").
The Equity Conditions (save for (d)) cannot be waived by the Investors.
The timing for the satisfaction of the FDI Clearance Conditions by the
Investors is currently highly uncertain. FDI submissions by the Investors will
be made shortly after this announcement. It is possible that clearances may
not be received for several months or at all. If the ZQ FDI Clearance
Condition is satisfied, but the SF FDI Clearance Condition is not satisfied,
ZQ Capital shall have the option (but not the obligation) to assume the
obligations of Southern Fox (subject to Southern Fox's consent) and vice
versa, such that if the SF FDI Clearance Condition is satisfied, but the ZQ
FDI Clearance Condition is not satisfied, Southern Fox shall have the option
(but not the obligation) to assume the obligations of ZQ Capital (subject to
ZQ Capital's consent).
Additionally, pursuant to the terms of the Equity Commitment Agreement, each
Investor may, in its absolute discretion, at any time before Admission
terminate the Equity Commitment Agreement if:
(a) an Equity Condition has not been satisfied; or
(b) the application for Admission has been withdrawn or rejected.
Subscription
Pursuant to the terms of the Equity Commitment Agreement, the Investors have
each agreed conditionally to subscribe for, in aggregate, 3,385,510,000
Subscription Shares at an Issue Price of 1 pence per Ordinary Share.
The number of Subscription Shares to be issued to ZQ Capital may be adjusted
in the event that the number of Open Offer Shares is reduced to account for
fluctuations in the foreign exchange rate, such that the number of
Subscription Shares subscribed by ZQ Capital may be increased by an equivalent
number such that the total number of New Shares to be issued by the Company
pursuant to the Equity Financing equals not less than 4,075,000,000 New Shares
to raise gross proceeds of £40.75 million.
The Subscription Shares, will, when allotted, be credited as fully paid and
will rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other distributions declared,
made or paid on or after the date on which they are issued.
Open Offer
Pursuant to the terms of the Equity Commitment Agreement, the Company has
agreed to undertake the Open Offer in due course, pursuant to which qualifying
shareholders will be offered the opportunity to subscribe for up to
689,490,000 Open Offer Shares at the Issue Price of 1 pence per new Ordinary
Share pursuant only to their pro rata entitlements at the Record Date. The
number of Open Offer Shares to be made available to qualifying shareholders in
the Open Offer will be reduced, if required, to ensure that the aggregate
gross proceeds of the Open Offer do not exceed €8.0 million as at the date
the Open Offer is launched, calculated by reference to the number of Open
Offer Shares at the Issue Price at the prevailing foreign exchange rate on the
last practicable date prior to announcement of the Open Offer, so as to avoid
the requirement to publish a prospectus. In the event that the number of Open
Offer Shares is reduced in this manner, the number of Subscription Shares
subscribed by ZQ Capital may be increased by an equivalent number such that
the total number of New Shares to be issued by the Company pursuant to the
Equity Financing equals not less than 4,075,000,000 New Shares to raise gross
proceeds of £40.75 million.
The Company expects that qualifying shareholders to the Open Offer will
include all existing shareholders (other than Abbot Laboratories, Southern Fox
and ZQ Capital, and any shareholders in a restricted jurisdiction).
The Company expects to publish a further shareholder circular setting out the
terms and conditions of the Open Offer in due course following the
satisfaction of the FDI Clearance Conditions.
The Open Offer Shares, will, when allotted, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares, including
the right to receive all dividends and other distributions declared, made or
paid on or after the date on which they are issued.
Subject to the Equity Financing proceeding, any shareholders who do not
participate in the Open Offer will be very significantly diluted as a
consequence of the Equity Financing.
If the Equity Commitment Agreement is terminated in accordance with its terms,
the Company has undertaken to withdraw the Open Offer.
Admission
Application will be made to London Stock Exchange plc (the "London Stock
Exchange") for the Subscription Shares and Open Offer Shares to be admitted to
trading on AIM, subject to the ongoing admittance of the Company's Ordinary
Shares to trading on AIM.
If trading in the Company's Ordinary Shares on AIM is cancelled and if the
Equity Condition relating to Admission is not satisfied, then the Company and
the Investors will in good faith agree alternative arrangements for the Open
Offer and settlement of the New Shares based on issue of the New Shares in
certificated form against receipt of payment prior to the Long Stop Date (or
such other time and/or date as may be agreed between the Company and the
Investors).
Rule 9 Mandatory Offer
The Equity Financing gives rise to certain considerations under the Takeover
Code.
The Equity Financing constitutes a pre-condition to the mandatory cash offer
that ZQ Capital will be required to make to all other Shareholders to acquire
the entire issued and to be issued share capital of the Company it does not
already own (including any New Shares issued pursuant to the Equity Financing)
if the Equity Conditions are satisfied and the Equity Financing completes.
The Takeover Code applies to Allergy Therapeutics. Under Rule 9 of the
Takeover Code, any person who acquires, whether by a series of transactions
over a period of time or not, an interest in shares (as defined in the
Takeover Code) which when taken together with shares already held by them or
held or acquired by persons acting in concert with them, carry 30 per cent. or
more of the voting rights of a company which is subject to the Takeover Code
is normally required to make an offer to all the remaining shareholders to
acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of the company, an offer
will normally be required if such person or any person acting in concert with
that person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
An offer under Rule 9 of the Takeover Code must be made in cash at the highest
price paid by the person required to make the offer, or any person acting in
concert with such person, for any interest in shares of the company during the
12 months prior to the announcement of the offer.
If the Equity Conditions are satisfied (or, if applicable, waived) and the
Equity Financing completes, then the allotment and issue of the Subscription
Shares and Open Offer Shares (if any) to ZQ Capital will result in an increase
to the percentage of the voting rights which ZQ Capital controls. ZQ Capital
(taking into account holdings of SkyGem Acquisition, ZQ Capital Limited and
Zheqing (Simon) Shen) will control voting rights over Ordinary Shares
representing more than 30 per cent. of the enlarged share capital following
completion of the Equity Financing. Accordingly, pursuant to Rule 9 of the
Takeover Code, ZQ Capital will be required to make a mandatory cash offer to
all other Shareholders to acquire the entire issued and to be issued share
capital of the Company it does not already own (including any New Shares
issued pursuant to the Equity Financing), if the Equity Conditions are
satisfied and the Equity Financing completes (the "Rule 9 Mandatory Offer").
The terms of the Equity Financing provide that Southern Fox's participation is
limited such that its interest in the voting rights of the Company does not
exceed 27.50 per cent. of the Company's enlarged share capital. There is
therefore no circumstance arising under the Equity Financing where Southern
Fox will have an obligation to make a mandatory offer for the entire issued
and to be issued share capital of the Company pursuant to Rule 9 of the
Takeover Code.
Restoration of the Company's shares to trading on AIM
On 29 December 2022, the Company announced that due to delays in completing
the audit for the year ended 30 June 2022, it would not be able to publish
its 2022 Accounts by 31 December 2022. Consequently, the Ordinary Shares
were suspended from trading on 3 January 2023. In the event that the 2022
Accounts are not published by 30 June 2023, trading in the Company's Ordinary
Shares on AIM will be cancelled. Shareholders should refer to the 'Trading and
Business Update' announcement published today for a more detailed update on
results and current trading.
The Company was required to publish its unaudited results for the six months
ended 31 December 2022 (the "Interim Results") by 31 March 2023 however
finalisation of these results is dependent on completion of the audit of the
2022 Accounts. The Company did not publish Interim Results by 31 March 2023,
therefore the Ordinary Shares will remain suspended from trading pending
publication of the Interim Results.
Shareholder approval and Notice of General Meeting
General Meeting
It is proposed that the General Meeting will be held at the offices of
Covington & Burling LLP, 22 Bishopsgate, London EC2N 4BQ at 12 noon on 27
April 2023. The General Meeting will be convened by way of a notice of general
meeting contained in a circular to be published to shareholders of the Company
shortly after the date of this announcement (the "Circular"). The General
Meeting is being held for the purpose of considering and, if thought fit,
passing the following Resolutions:
Resolution 1 - an ordinary resolution to authorise the Directors to allot new
Ordinary Shares up to an aggregate nominal amount of £4,075,000 pursuant to
the Equity Financing.
Resolution 2 - a special resolution to empower the Directors to dis-apply
statutory pre-emption rights in respect of the allotment of equity securities
in Resolution 1. Resolution 2 is conditional upon the passing of Resolution 1.
Action to be taken
The Company requests that all of its shareholders appoint the chair of the
General Meeting as their proxy and submit their votes via proxy in advance of
the meeting in accordance with the instructions to be set out in the Circular.
Irrevocable undertakings
As at the date of this announcement, the Company has received voting
irrevocable undertakings from the following shareholders to vote in favour of
the Resolutions:
(a) Southern Fox in respect of 149,871,529 Ordinary Shares (representing approximately 22.07 per cent. of the Company's issued share capital as at the date of this announcement); and
(b) ZQ Capital (including the interests of SkyGem Acquisition, ZQ Capital Limited and Zheqing (Simon) Shen) in respect of 173,740,037 Ordinary Shares (representing approximately 25.58 per cent. of the Company's issued share capital as at the date of this announcement).
Accordingly, as at the date of this announcement, the Company has obtained
irrevocable undertakings, in aggregate, to vote in favour of the Resolutions
in respect of 323,611,566 Ordinary Shares (representing approximately 47.65
per cent. of the Company's issued share capital as at the date of this
announcement).
The irrevocable undertakings cease to be binding and shall lapse if the
General Meeting is not held before 11 May 2023.
Related Party Transaction
The Financing is deemed to be a related party transaction pursuant to Rule 13
of the AIM Rules for Companies, by virtue of Southern Fox and ZQ Capital
(together with its affiliates, SkyGem Acquisition, ZQ Capital Limited and
Zheqing (Simon) Shen) being substantial shareholders (within the meaning of
the AIM Rules for Companies) of the Company.
Details of the Lenders' commitments under the Facility Agreement are as
follows:
Shareholder Total commitment under the Facility Agreement (£m)
ZQ Capital (acting through its affiliate SkyGem Acquisition) 29.17
Southern Fox 11.58
Details of the Investors' maximum commitments in the Equity Financing pursuant
to the terms of the Equity Commitment Agreement and the potential impact on
the Investors' maximum holdings of Ordinary Shares are as follows:
Shareholder Number of Ordinary Shares held (as at the date of this announcement) Ordinary Shares held as a percentage of issued share capital (as at the date Maximum Number*** of New Shares that may be acquired pursuant to the Equity Maximum Ordinary Shares*** held as a percentage of issued share capital
of this announcement) Financing** following Equity Financing **
ZQ Capital* 173,740,037 25.58 2,917,494,131 65.02%
Southern Fox 149,871,529 22.07 1,157,505,869 27.50%
* Taking into account holdings of SkyGem Acquisition, ZQ Capital Limited and
Zheqing (Simon) Shen.
** Assuming no further share issuances prior to Admission, no take up by
qualifying shareholders in the Open Offer and prior to any Ordinary Shares
acquired by ZQ Capital pursuant to the Rule 9 Mandatory Offer.
*** Assuming no change to the foreign exchange rate between the date of this
Announcement and the last practicable date prior to announcement of the Open
Offer.
Following completion of the Equity Financing, it is expected that Southern Fox
will have a maximum of 1,307,377,398 Ordinary Shares (representing
approximately 27.50 per cent. of the enlarged share capital following
completion of the Equity Financing).
Following completion of the Equity Financing and prior to any additional
Ordinary Shares acquired by ZQ Capital pursuant to the Rule 9 Mandatory Offer,
it is expected that ZQ Capital (taking into account holdings of SkyGem
Acquisition, ZQ Capital Limited and Zheqing (Simon) Shen) will have a maximum
of 3,091,234,168 Ordinary Shares (representing approximately 65.02 per cent.
of the enlarged share capital following completion of the Equity Financing).
The Directors of the Company who are independent of the Financing, being all
of the Directors save for Zheqing (Simon) Shen and Anthony Parker consider,
having consulted with its nominated adviser Panmure Gordon, that the terms of
the Financing are fair and reasonable insofar as the Company's shareholders
are concerned.
Manuel Llobet, CEO of Allergy Therapeutics, commented: "This financing will
provide the necessary funding for our near-term requirements, supporting the
continued development of two novel immunotherapy candidates that have the
potential to become best-in-class allergy treatments and are key to the growth
of our commercial portfolio. I would like to thank ZQ Capital and Southern Fox
for their continued support and belief in the business. Despite recent
challenges, this company holds significant value through its well-established
commercial portfolio of products and clinical pipeline of future therapies
that have the potential to transform the way we treat and manage allergies."
The capitalised terms not otherwise defined in the text of this announcement
are defined in Appendix 2 and the expected timetable of the principal events
is set out in Appendix 1.
Shareholder vote Recommendation
The Directors believe that the Financing will promote the success of the
Company for the benefit of its shareholders as a whole. Accordingly, the
Directors unanimously recommend that shareholders vote in favour of the
Resolutions to be proposed at the General Meeting, as they intend to do in
respect of their own beneficial holdings.
If the Resolutions are not passed at the General Meeting, the Company will,
instead of the Equity Financing, undertake the Pre-emptive Open Offer. In
comparison to the Equity Financing, the Pre-emptive Open Offer would take
longer to complete and result in higher costs for the Company as it will be
necessary to publish a prospectus and additional interest on the Facility that
will accrue during this time. As explained in further detail above, the G306
Contingent Payment will not be payable in the event that the Company launches
the Pre-Emptive Open Offer prior to the Long Stop Date.
If the Resolutions are not passed at the General Meeting and the Company is
unable to secure an alternative funding solution to repay the amounts due
under the Facility, the Company may be subject to, inter alia, possible
insolvency and loss of ownership of its assets, over which security has been
granted pursuant to the Facility. Should the Equity Financing not proceed, it
is unlikely that the Company will be able to pay the G306 Contingent Payment
should it crystallise. Accordingly, the Board strongly recommends that
shareholders vote in favour of the Resolutions at the General Meeting.
- ENDS -
For further information, please contact:
Allergy Therapeutics
+44 (0)1903 845 820
Manuel Llobet, Chief Executive Officer
Martin Hopcroft, Interim Chief Financial Officer
Panmure Gordon (Nominated Adviser, Financial Adviser and Broker)
+44 (0)20 7886 2500
Freddy Crossley, Emma Earl, Corporate Finance
Rupert Dearden, Corporate Broking
Consilium Strategic Communications
+44 (0)20 3709 5700
Mary-Jane Elliott / David Daley / Davide Salvi
allergytherapeutics@consilium-comms.com
(mailto:allergytherapeutics@consilium-comms.com)
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
(http://www.allergytherapeutics.com) .
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Date
Announcement of the Financing 6 April 2023
Publication of the Circular and notice of General Meeting 11 April 2023
Latest time and date for receipt of proxy appointments for the General Meeting 12 noon on 25 April 2023
General Meeting 12 noon on 27 April 2023
Announcement of the results of the General Meeting 27 April 2023
Announcement of the Open Offer and publication of the circular containing a date expected to be no later than five (5) Business Days after the
details of the Open Offer satisfaction of the FDI Clearance Conditions
Long Stop Date being the earlier of (i) 6 January 2024 (being the date falling nine (9)
months from the date of this Announcement) and (ii) the date of G306 Trial
Failure, or such later date as the Company and the Investors may agree in
writing prior to the earlier of (i) or (ii)
Notes
1. The expected timetable of the Open Offer, completion of the
Subscription and Admission will be set out in a further circular to
Shareholders relating to the Open Offer. Details of the relevant times and
dates will be notified to the London Stock Exchange and the Company will make
an appropriate announcement to a Regulatory Information Service.
2. Each of the times and dates set out in the above timetable and
mentioned in this document is subject to change by the Company, in which event
details of the new times and dates will be notified to the London Stock
Exchange and the Company will make an appropriate announcement to a Regulatory
Information Service.
3. References to times are to London time unless otherwise stated.
APPENDIX 2
DEFINITIONS
"2022 Accounts" the Group's annual report and accounts for the year ended 30 June 2022
"Abbott Laboratories" together, Abbott Laboratories (Chile) Holdco SPA and Yissum Holdings Limited
"Admission" the admission to trading on AIM of the Subscription Shares and the Open Offer
Shares in accordance with the AIM Rules for Companies
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules for Companies" the rules of AIM as set out in the publication entitled "AIM Rules for
Companies" published by the London Stock Exchange from time to time
"Board" or "Directors" the board of directors of the Company
"Business Day" any day other than (a) a Saturday or Sunday or (b) any day on which banks
located in London, United Kingdom, Cayman Islands and Hong Kong are authorised
or obligated to close
"Company" or "Allergy Therapeutics" Allergy Therapeutics plc, a public limited company incorporated in England and
Wales with company number 05141592
"Circular" the circular to be published to shareholders of the Company shortly after the
date of this announcement in connection with the Equity Financing and
containing a notice of general meeting for the General Meeting
"Equity Commitment Agreement" the equity commitment agreement dated 6 April 2023 between the Company,
Southern Fox and ZQ Capital (acting through its affiliate SkyGem Acquisition)
"Equity Conditions" the conditions to the Equity Financing, as set out in the Equity Commitment
Agreement
"Equity Financing" the Subscription and the Open Offer
"Facility" the secured term loan facility in an aggregate principal amount of £40.75
million to be made available to the Company by the Lenders pursuant to the
Facility Agreement
"Facility Agreement" the senior secured facility agreement dated 6 April 2023 and entered into
between the Company and SkyGem International (acting as Arranger, Agent and
Security Agent, as each such term is defined therein)
"FDI" foreign direct investment
"FDI Clearance Conditions" the SF FDI Clearance Condition and the ZQ FDI Clearance Condition
"Financing" the Facility (including the G306 Contingent Payment) and the Equity Financing
"G306 Contingent Payment" the payment equal to 250 per cent. of the principal amount of the loan
outstanding under the Facility, payable by the Company to the Lenders in
accordance with the terms of the G306 Contingent Payment Letter
"G306 Contingent Payment Letter" the contingent payment letter dated 6 April 2023 between the Company and
SkyGem International (acting as Agent for the Lenders)
"G306 Read-Out" the data read-out of the G306 Trial
"G306 Trial" the Group's pivotal Phase III G306 trial for Grass MATA MPL
"G306 Trial Failure" if the G306 Trial is terminated or is G306 Trial Success does not occur
"G306 Trial Success" in respect of the G306 Trial, the first date on which, using the primary
efficacy measure, the investigational medicinal product has:
(a) achieved an average treatment effect which is at least 25% higher in the
treatment group compared to placebo; or
(b) achieved a treatment effect that is less than 25% in the treatment group
compared to placebo but (i) following consultation with the relevant
regulatory authority, the results of the G306 Trial are stated by such
regulatory authority to be sufficient to support the submission of a marketing
authorisation application in Germany for the investigational medicinal product
tested in the G306 Study without conducting further phase III clinical trials
(except for the commencement of the planned G308 multiyear paediatric study);
or (ii) a marketing authorisation application is submitted in respect of the
investigational medicinal product tested in the G306 Trial
"General Meeting" the general meeting of the shareholders of the Company to be held at the
offices of Covington & Burling LLP, 22 Bishopsgate, London EC2N 4BQ at 12
noon on 27 April 2023, to be convened by a notice of general meeting to be set
out in the Circular
"Group" the Company, its subsidiaries and subsidiary undertakings
"Interim Results" the Group's unaudited results for the six months ended 31 December 2022
"Investors" Southern Fox and ZQ Capital (acting through its affiliate SkyGem Acquisition),
as subscribers in the Equity Financing
"Issue Price" 1 pence per New Share
"Lenders" Southern Fox and ZQ Capital (acting through its affiliate SkyGem
International), as lenders of the Facility
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" the earlier of (i) 6 January 2024 (being the date falling nine (9) months from
the date of this Announcement) and (ii) the date of G306 Trial Failure, or
such later date as the Company and the Investors may agree in writing prior to
the earlier of (i) or (ii)
"New Shares" the 4,075,000,000 new Ordinary Shares proposed to be issued by the Company
pursuant to the Equity Financing
"Open Offer" the conditional invitation to be made to qualifying shareholders to subscribe
for Open Offer Shares pursuant only to their pro rata entitlements at the
Record Date, details of which will be set out in a further circular to
shareholders
"Open Offer Shares" the up to 689,490,000 New Shares (subject to adjustment) to be issued pursuant
to the Open Offer
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Panmure Gordon" Panmure Gordon (UK) Limited, a private limited company incorporated and
registered in England and Wales (with registered number 04915201) whose
registered office is 40 Gracechurch Street, London EC3V 0BT, the Company's
nominated adviser and broker
"Pre-emptive Open Offer" a fully pre-emptive open offer proposed to be undertaken by the Company in
accordance with statutory pre-emption rights in the event that the Resolutions
are not passed and the Equity Financing does not complete
"Record Date" the business day prior to announcement of the Open Offer (or such other date
as may be agreed between the Company and the Investors)
"Regulatory Information Service" or "RIS" a regulatory information service operated by the London Stock Exchange as
defined in the AIM Rules for Companies
"Resolutions" the resolutions to be put to shareholders at the General Meeting in connection
with the Equity Financing comprising:
(i) an ordinary resolution to authorise the Directors to allot new
Ordinary Shares pursuant to the Subscription and Open Offer; and
(ii) a special resolution to disapply the statutory pre-emption rights in
connection with the Subscription and the Open Offer
"Rule 9 Mandatory Offer" the mandatory cash offer that will be required to be made by ZQ Capital to all
other Shareholders to acquire the entire issued and to be issued share capital
of the Company it does not already own pursuant to Rule 9 of the Takeover
Code, if the Equity Conditions are satisfied and the Equity Financing
completes
"SF FDI Clearance Condition" the Equity Condition with respect to the receipt by Southern Fox, on terms
reasonably satisfactory to Southern Fox, of certain foreign direct
investment/national security clearances in Austria, Italy and Germany
"SkyGem Acquisition" SkyGem Acquisition Limited, an affiliate of ZQ Capital
"SkyGem International" SkyGem International Holdings Limited, an affiliate of ZQ Capital
"Southern Fox" Southern Fox Investments Limited
"Subscription" the conditional subscription for the Subscription Shares by ZQ Capital and
Southern Fox at the Issue Price pursuant to the Equity Commitment Agreement
"Subscription Shares" the 3,385,510,000 New Shares (subject to adjustment) to be issued pursuant to
the Subscription
"Takeover Code" the City Code on Takeovers and Mergers
"Takeover Panel" the Panel on Takeovers and Mergers
"ZQ Capital" ZQ Capital Management Limited
"ZQ FDI Clearance Condition" the Equity Condition with respect to the receipt by ZQ Capital, on terms
reasonably satisfactory to ZQ Capital, of certain foreign direct
investment/national security clearances in Austria, Italy, Germany and Spain
IMPORTANT NOTICES
This Announcement has been issued by, and is the sole responsibility of, the
Company.
The distribution of this Announcement in certain jurisdictions may be
restricted by law. Accordingly, neither this Announcement nor any other
material relating to the Financing or other transactions noted in this
Announcement, may be distributed or published in any jurisdiction except under
circumstances that will result in compliance with any applicable laws and
regulations. Persons outside the United Kingdom into whose possession this
Announcement comes should inform themselves about and observe any such
restrictions.
Neither the Subscription Shares nor the Open Offer Shares, nor the Facility
Agreement, the G306 Contingent Payment Letter, the Equity Commitment
Agreement, the Circular or other documents connected with the Financing have
been nor will be registered under the securities laws and regulations of any
jurisdiction, in particular, Australia, Canada, Japan or the Republic of South
Africa, and may not be offered, sold, resold, or delivered, directly or
indirectly, within Australia, Canada, Japan or the Republic of South Africa,
or in any jurisdiction where it is unlawful to do so, except pursuant to an
applicable exemption.
Members of the public are not eligible to take part in the Equity Financing.
This Announcement is for information purposes only and is directed only at:
(a) persons in member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as
amended and/or supplemented from time to time and including any relevant
implementing measure in any member state) (the "EU Prospectus Regulation");
and (b) in the United Kingdom, persons who are "qualified investors" within
the meaning of article 2(e) of the EU Prospectus Regulation, as it forms part
of retained EU law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are also: (i)
"investment professionals" within the meaning of article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) persons falling within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order; or (c)
otherwise, persons to whom it may otherwise be lawful to communicate them (all
such persons in (a), (b) and (c), together being referred to as "relevant
persons". This Announcement must not be acted on or relied on by persons who
are not Relevant Persons.
All offers of Subscription Shares and Open Offer Shares will be made pursuant
to an exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. No prospectus will
be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the EU
Prospectus Regulation and the UK Prospectus Regulation) to be
published. Persons needing advice should consult an independent financial
adviser.
This Announcement (and the information contained herein) does not contain or
constitute an offer of securities for sale, or solicitation of an offer to
purchase securities, in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction where such an offer or
solicitation would be unlawful. The securities referred to herein have not
been and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of
any state or jurisdiction of the United States and may not be offered, sold,
resold, or delivered, directly or indirectly, in or into the United States or
to US persons unless the securities are registered under the Securities Act,
or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, in each case in accordance
with any applicable securities laws and regulations of any state or
jurisdiction of the United States. The securities referred to herein were
offered and sold to non-US persons outside the United States in offshore
transactions within the meaning of, and in accordance with, Regulation S under
the Securities Act. There was no public offer of securities in the United
States.
None of the Subscription Shares nor the Open Offer Shares, nor the Facility
Agreement, the G306 Contingent Payment Letter, the Equity Commitment
Agreement, the Circular or any other document connected with the Financing
have been or will be approved or disapproved by the US Securities and Exchange
Commission or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, nor have any of the
foregoing authorities or any securities commission passed comment upon or
endorsed the merits of the offering of the Subscription Shares or the Open
Offer Shares or the accuracy or adequacy of this Announcement, the Circular or
any other document connected with the Financing. Any representation to the
contrary is a criminal offence.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Allergy Therapeutics and no one else in connection with the
possible offer and will not be responsible to anyone other than Allergy
Therapeutics for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the possible offer or any other
matters referred to in this announcement. Neither Panmure Gordon nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Panmure Gordon in
connection with this announcement, any statement contained herein or
otherwise.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Company or Panmure Gordon or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement.
The content of this Announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (as
amended).
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company.
Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking
statements" which include all statements (other than statements of historical
facts) including, without limitation, those regarding the Group's financial
position, business strategy, potential clinical trial outcomes, plans and
objectives of management for future operations, and any statements preceded
by, followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could", "potential"
or "similar" expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules for
Companies.
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