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REG - Allergy Therapeutics - Holding(s) in Company

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RNS Number : 4095Z  Allergy Therapeutics PLC  24 January 2022

 Please note that from 22 March 2021, the Standard TR-1 Form should be
 completed and submitted to the FCA via our Electronic Submission System (ESS)
 in relation to notifications of voting rights held in issuers whose shares are
 admitted to trading on UK regulated markets.

 Holders of voting rights in issuers whose shares are admitted to trading on UK
 prescribed markets such as AIM market, can continue to use this form to send
 their notifications to those issuers. Alternatively, if they wish they can
 register on ESS to be able to notify to us, produce a TR-1 Form via ESS and
 submit the downloaded version to issuers with shares admitted to trading on
 prescribed markets.

 More information on how to submit a TR-1 Form via ESS is available here
 (https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/shareholding-notification-disclosure)

 

TR-1: Standard form for notification of major holdings

 

 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
 FCA in Microsoft Word format if possible) (i)

 1a. Identity of the issuer or the underlying issuer of existing shares to                                                                                    Allergy Therapeutics plc
 which voting rights are attached (ii):
 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an
 "X" if appropriate)
 Non-UK issuer
 2. Reason for the notification (please mark the appropriate box or boxes with
 an "X")
 An acquisition or disposal of voting rights                                                                                                                                                                                                               X
 An acquisition or disposal of financial instruments
 An event changing the breakdown of voting rights
 Other (please specify) (iii):
 3. Details of person subject to the notification obligation (iv)
 Name                                                                                                                                                         Sky Gem Acquisition Limited
 City and country of registered office (if applicable)                                                                                                        London, United Kingdom
 Name                                                                                                                                                         ZQ Capital Limited
 City and country of registered office (if applicable)                                                                                                        Cayman Islands
 Name                                                                                                                                                         SHEN Zheqing
 City and country of registered office (if applicable)
 4. Full name of shareholder(s) (if different from 3.) (v)
 Name
 City and country of registered office (if applicable)
 5. Date on which the threshold was crossed or reached (vi):                                                                                                  21/1/2022
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               24/1/2022
 7. Total positions of person(s) subject to the notification obligation
                                                                            % of voting rights attached to shares (total of 8. A)  % of voting rights through financial instruments      Total of both in % (8.A + 8.B)  Total number of voting rights held in issuer (8.A + 8.B) (vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached  22.02%                                                 -                                                     22.02%                          22.02%
 Position of previous notification (if                                      21.19%                                                 -

 applicable)

 

 8. Notified details of the resulting situation on the date on which the
 threshold was crossed or reached (viii)
 A: Voting rights attached to shares
 Class/type of                                  Number of voting rights (ix)                                              % of voting rights

shares

 ISIN code (if possible)
                                                Direct                    Indirect                                        Direct                                           Indirect

                                                (DTR5.1)                   (DTR5.2.1)                                     (DTR5.1)                                         (DTR5.2.1)
 GB00B02LCQ05                                   141,689,099                                                               22.02%

 SUBTOTAL 8. A                                  141,689,099                                                               22.02%

 B 1: Financial Instruments according to DTR5.3.1R (1) (a)
 Type of financial instrument                   Expiration  Exercise/                             Number of voting rights that may be acquired if the instrument is        % of voting rights

date (x)
Conversion Period (xi)

                                                                                                  exercised/converted.

                                                            SUBTOTAL 8. B 1

 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
 (1) (b)
 Type of financial instrument  Expiration                   Exercise/                   Physical or cash                                          Number of voting rights  % of voting rights

date (x)
Conversion Period (xi)

                                                                                        Settlement (xii)

                                                                                        SUBTOTAL 8.B.2

 

 9. Information in relation to the person subject to the notification
 obligation (please mark the

 applicable box with an "X")
 Person subject to the notification obligation is not controlled by any natural
 person or legal entity and does not control any other undertaking(s) holding
 directly or indirectly an interest in the (underlying) issuer (xiii)
 Full chain of controlled undertakings through which the voting rights and/or                                                                                                                                                        X
 the

financial instruments are effectively held starting with the ultimate
 controlling natural person or legal entity (please add additional rows as
 necessary) (xiv)
 Name (xv)                              % of voting rights if it equals or is higher than the notifiable threshold  % of voting rights through financial instruments if it equals or is higher  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                    than the notifiable threshold
 SHEN Zheqing (Chain 1)
 ZQ Capital Management Limited
 ZQ Skygem Investors L.P.
 Skygem International Holdings Limited
 Skygem UK Holding Limited
 Sky Gem Acquisition Limited            21.95%                                                                                                                                                  21.95%
 SHEN Zheqing (Chain 2)
 ZQ Capital Limited                     0.05%                                                                                                                                                   0.05%
 SHEN Zheqing                           0.01%                                                                                                                                                   0.01%

 10. In case of proxy voting, please identify:
 Name of the proxy holder
 The number and % of voting rights held
 The date until which the voting rights will be held

 11. Additional information (xvi)

 

 Place of completion  Hong Kong
 Date of completion   24/1/2022

 

 

 

 

 

Notes

 

(i) Please note this form should be read jointly with the applicable
Disclosure Guidance and Transparency Rules Chapter 5 (DTR5) available on the
following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
(https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter)

 

(ii) Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity). Indicate in the relevant section whether the issuer
is a non UK issuer.

 

(iii) Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.

 

(iv) This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights in
the cases provided for in DTR5.2.1 (b) to (h); (c) all parties to the
agreement referred to in DTR5.2.1 (a) or (d) the holder of financial
instruments referred to in DTR5.3.1.

 

As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties, entering
or exiting of acting in concert by a single party) the standard form does not
provide for a specific method how to notify cases of acting in concert.

 

In relation to the transactions referred to in  DTR5.2.1 (b) to (h), the
following list is provided as indication of the persons who should be
mentioned:

 

- in the circumstances foreseen in DTR5.2.1 (b), the natural person or legal
entity that acquires the voting rights and is entitled to exercise them under
the agreement and the natural person or legal entity who is transferring
temporarily for consideration the voting rights;

 

- in the circumstances foreseen in DTR5.2.1 (c), the natural person or legal
entity holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and natural
person or legal entity lodging the collateral under these conditions;

 

- in the circumstances foreseen in DTR5.2.1 (d), the natural person or legal
entity who has a life interest in shares if that person or entity is entitled
to exercise the voting rights attached to the shares and the natural person or
legal entity who is disposing of the voting rights when the life interest is
created;

 

- in the circumstances foreseen in DTR5.2.1 (e), the controlling natural
person or legal entity and, provided it has a notification duty at an
individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a
combination of any of those situations, the controlled undertaking;

 

- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the
shares, if he can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares allowing the
deposit taker to exercise the voting rights at his discretion;

 

- in the circumstances foreseen in DTR5.2.1 (g), the natural person or legal
entity that controls the voting rights;

 

- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has
given his proxy to the proxy holder allowing the latter to exercise the voting
rights at his discretion (e.g. management companies).

 

(v) Applicable in the cases provided for in DTR5.2.1 (b) to (h). This should
be the full name of the shareholder who is the counterparty to the natural
person or legal entity referred to DTR5.2 unless the percentage of voting
rights held by the shareholder is lower than the lowest notifiable threshold
for the disclosure of voting rights holdings in accordance with national
practices (e.g. identification of funds managed by management companies).

 

(vi) The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the corporate
event took effect.

 

(vii) The total number of voting rights held in the issuer shall be composed
of all the shares, including depository receipts representing shares, to which
voting rights are attached even if the exercise thereof is suspended.

 

(viii) If the holding has fallen below the lowest applicable threshold, please
note that it might not be necessary to disclose the extent of the holding,
only that the new holding is below that threshold.

 

(ix) In case of combined holdings of shares with voting rights attached
"direct holding" and voting rights "indirect holding", please split the voting
rights number and percentage into the direct and indirect columns - if there
is no combined holdings, please leave the relevant box blank.

 

(x) Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.

 

(xi) If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from  date .

 

(xii) In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (DTR 5.3.3.A).

 

(xiii) If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.

 

(xiv) The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity has to be presented also in the
cases, in which only on subsidiary level a threshold is crossed or reached and
the subsidiary undertaking discloses the notification as only in this way will
the markets get always the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financial instruments
are effectively held the chains have to be presented chain by chain by
numbering each chain accordingly. Please see the below example:

Name of ultimate controlling person A (chain 1)

Name of controlled undertaking B

Name of controlled undertaking C

Name of ultimate controlling person A (chain 2)

Name of controlled undertaking B

Name of controlled undertaking D

Name of ultimate controlling person A (chain3)

Name of controlled undertaking E

Name of controlled undertaking F

 

(xv) The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.

 

(xvi) Example: Correction of a previous notification.

 

 

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