REG - Allergy Therapeutics - FORM 8 (OPD) – Allergy Therapeutics plc

Allergy TherapeuticsAnnouncement

21/04/2023 07:00

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RNS Number : 9764W  Allergy Therapeutics PLC  21 April 2023

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Allergy Therapeutics plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Allergy Therapeutics plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         21 April 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of 0.1p each

                                                                      Interests           Short positions

                                                                      Number    %         Number    %
 (1) Relevant securities owned and/or controlled:                     Nil                 Nil
 (2) Cash-settled derivatives:                                        Nil                 Nil

 (3) Stock-settled derivatives (including options) and agreements to  Nil                 Nil
 purchase/sell:
                                                                      Nil                 Nil

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 a)   Interests in ordinary shares held by directors of Allergy Therapeutics
 plc:

Name            Number of Ordinary Shares  % of Issued Share Capital
 Manuel Llobet   3,325,000                  0.48
 Peter Jensen    300,000                    0.04
 Anthony Parker  275,000                    0.04
 Tunde Otulana   50,000                     0.00

 

 b)   Rights to subscribe for ordinary shares by directors of Allergy
 Therapeutics plc:

Name           Plan name                   Grant date  Vesting date  Expiry date                        No. of shares under option  Exercise price per share (£)
 Manuel Llobet  Share option plan 11a       30/12/2016  27/03/2020    26/03/2030                         211,250                     0.001
 Manuel Llobet  Share option plan 11b       30/12/2016  27/03/2020    26/03/2030                         211,250                     0.001
 Manuel Llobet  Share option plan 12        15/03/2018  30/03/2021    29/03/2031                         450,000                     0.001
 Manuel Llobet  Share option plan 13        01/11/2018  22/11/2021    21/11/2031                         803,700                     0.001
 Manuel Llobet  Conditional option plan 14  27/03/2020  31/05/2023    10 years from vesting (if vested)  900,000                     0.001
 Manuel Llobet  Conditional option plan 15  22/11/2020  22/11/2023    10 years from vesting (if vested)  900,000                     0.001
 Manuel Llobet  Conditional option plan 16  22/11/2021  22/11/2024    10 years from vesting (if vested)  900,000                     0.001

 

 c)   Interests held by other presumed concert parties of Allergy
 Therapeutics plc

Name            Number of Ordinary Shares  % of Issued Share Capital
 Stephen Smith*  776,513                    0.11

 

 *Steve Smith, former board member and retained strategic adviser to Allergy
 Therapeutics plc.

 

 

b)   Rights to subscribe for ordinary shares by directors of Allergy
Therapeutics plc:

 

 Name           Plan name                   Grant date  Vesting date  Expiry date                        No. of shares under option  Exercise price per share (£)
 Manuel Llobet  Share option plan 11a       30/12/2016  27/03/2020    26/03/2030                         211,250                     0.001
 Manuel Llobet  Share option plan 11b       30/12/2016  27/03/2020    26/03/2030                         211,250                     0.001
 Manuel Llobet  Share option plan 12        15/03/2018  30/03/2021    29/03/2031                         450,000                     0.001
 Manuel Llobet  Share option plan 13        01/11/2018  22/11/2021    21/11/2031                         803,700                     0.001
 Manuel Llobet  Conditional option plan 14  27/03/2020  31/05/2023    10 years from vesting (if vested)  900,000                     0.001
 Manuel Llobet  Conditional option plan 15  22/11/2020  22/11/2023    10 years from vesting (if vested)  900,000                     0.001
 Manuel Llobet  Conditional option plan 16  22/11/2021  22/11/2024    10 years from vesting (if vested)  900,000                     0.001

 

 

 

 

 

c)   Interests held by other presumed concert parties of Allergy
Therapeutics plc

 

 Name            Number of Ordinary Shares  % of Issued Share Capital
 Stephen Smith*  776,513                    0.11

 

*Steve Smith, former board member and retained strategic adviser to Allergy
Therapeutics plc.

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             Yes

 

 

 Date of disclosure:  21 April 2023
 Contact name:        Karley Cheesman, Company secretary
 Telephone number:    +44 (0)1903 844 700

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

 

 

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 Full name of person making disclosure:                                      Manuel Llobet
 Name of offeror/offeree in relation to whose relevant securities this form  Allergy Therapeutics plc
 relates:

 

 

2.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS

 

 Class of relevant security:                                               Ordinary shares of 0.1p each

                                                                           Number           %

 Securities borrowed:                                                      n/a

 Securities lent (including securities subject to a security financial     1,725,000        0.25
 collateral arrangement with right of use or a title transfer collateral

 arrangement):

 

Details of borrowed relevant securities which have been either on-lent or sold
do not need to be disclosed.

 

3.         SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS

 

 Class of relevant security          Nature of transaction                                                            Number of securities

                                     e.g. securities lending/borrowing, delivery/receipt of recalled securities,
                                     entering into financial collateral arrangement with right of use, entering
                                     into title transfer collateral arrangement etc.
 Ordinary shares of 0.1 pence each   a personal loan agreement on 26 March 2021, whereby security over 600,000        600,000
                                     ordinary shares of 0.1 pence each in the capital of the Company was granted in
                                     favour of Banco Santander.*

                                     a personal loan agreement on 9 March 2021, whereby security over 1,125,000       1,125,000

                                   ordinary shares of 0.1 pence each in the capital of the Company was granted in
 Ordinary shares of 0.1 pence each   favour of Banco Santander.**

 

*Announced 26 March 2021

**Announced 11 March 2021

 

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

 

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