REG - Allergy Therapeutics - Prelim Results and publication of Annual Report
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RNS Number : 0959L Allergy Therapeutics PLC 11 December 2025
Allergy Therapeutics plc
("Allergy Therapeutics" or the "Group" or the "Company")
Audited Preliminary Results and publication of Annual Report for the Year
ended 30 June 2025
- Stable financial performance with selective investment in strategic
growth-related projects.
- Well placed for future growth as the German market transitions to
fully licensed products with the end of the TAV period.
- Strengthened balance sheet post-period through full repayment of
shareholder loan liabilities and securing a new £50m unsecured uncommitted
shareholder loan facility.
- Continued progress across late-stage R&D programmes, including
regulatory advancement for Grass MATA MPL and encouraging clinical data from
the VLP Peanut PROTECT trial.
- Improving commercial momentum supported by increased demand for
registered products.
- Post-period, commenced exploration of dual primary listing of
ordinary shares in Hong Kong.
- Annual Report for the Year ended 30 June 2025 available
electronically on the Company's website at www.allergytherapeutics.com
11 December 2025 Allergy Therapeutics (AIM: AGY), the fully integrated
commercial biotechnology company specialising in allergy immunotherapies,
today announces its audited preliminary results for the year ended 30 June
2025.
Highlights
Financial
- Revenue of £55.0m (2024: £55.2m) from the Group's commercial
portfolio remained broadly flat, reflecting the earlier than expected impact
of the approaching end of the TAV transition period in Germany and the shift
to fully licensed products. On a constant currency basis*, revenue grew by
over 2 percent.
- Continuing cost controls during the year have helped to manage
the cost base of the Group while enabling selective investment in strategic
growth-related projects. Operating loss was £28.2m (2024: £35.3m loss).
Adjusted EBITDA** was a loss of £9.0m (2024: £7.6m loss), reflecting flat
revenue performance combined with strategic investments to support future
growth.
- R&D expenditure reduced to £15.4m (2024: £22.9m), mainly
due to the prior period including peak activity of the pivotal G306 Phase III
Grass MATA MPL trial.
- The Group entered into a £40m secured senior loan facility (the
"Hayfin Facility") with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a fund
advised by Hayfin Capital Management LLP ("Hayfin"). The Hayfin Facility
consists of a committed £20m five year term loan and an additional
uncommitted £20m incremental facility. To date only the £20m committed
facility has been drawn. Following discussions with major shareholders, the
existing loan facility of £40m was increased to £50m and its term extended
to October 2030. At 30 June 2025, £37.5m of the facility had been drawn with
£12.5m of the uncommitted facility remaining.
- Cash balance of £12.8m at 30 June 2025 (2024: £12.9m).
Post-Period Financial Events
- Post-period, the Group drew down the remaining £12.5m of its
existing shareholder loan facility. The lenders subsequently exercised the
related warrants, and the proceeds were used to repay the facility in full,
with net proceeds of £1m received by the Company. A new £50m unsecured,
uncommitted shareholder loan facility was also put in place.
- Post-period, the Group announced that it is exploring a dual
primary listing of its ordinary shares on the Main Board of The Stock Exchange
of Hong Kong Limited.
Operational
- Continued progression of the Marketing Authorisation Application
for Grass MATA MPL with the Paul Ehrlich Institut, supported by the
publication of comprehensive Phase III G306 data in Allergy. Commercial and
medical affairs preparations for launch advanced in parallel.
- Significant progress in the long-term paediatric development of
Grass MATA MPL, with Year 1 treatment and follow up for the pivotal G308 Phase
III trial completed, and screening for Year 2 initiated in October 2025,
marking the first multi season SCIT study of its kind in children.
- The Phase I/IIa VLP Peanut PROTECT trial advanced into its final
phase of treatment, with healthy volunteers successfully dosed at levels
beyond the anticipated therapeutic range and peanut allergic patients
progressing through multiple escalating dose cohorts. Safety remained
favourable throughout, and dose dependent reductions in skin sensitivity and
biomarker shifts continued to reinforce the candidate's potential.
Manuel Llobet, CEO of Allergy Therapeutics, stated: "This year we focused on
strengthening the business and building real momentum across the Group. We
sharpened our priorities, reinforced our financial position and pushed ahead
with the programmes that will shape our future. It has been a year of
disciplined progress and clear direction.
"Our clinical programmes continue to move forward. Grass MATA MPL is
progressing through the regulatory process in Germany, supported by strong
Phase III data. The VLP Peanut PROTECT trial has also continued to generate
encouraging safety and biomarker data, giving us confidence as we look ahead
to the next stage of development.
"Looking to 2026, we see a year of opportunity. We expect important regulatory
milestones, further clinical readouts and continued commercial momentum.
Alongside this, our decision to explore a dual primary listing on HKEX
reflects our ambition to expand our presence in Asia and to engage more
directly with investors in a region that is increasingly important for our
long-term growth.
"With a stronger foundation and a clearer path ahead, we are optimistic about
what the coming year can bring for patients, partners and shareholders."
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").
*Constant currency uses prior year weighted average exchange rates to
translate current year foreign currency denominated revenue to give a
year-on-year comparison excluding the effects of foreign exchange movements.
** Adjusted EBITDA, reflects earnings before interest, tax, depreciation and
amortisation adjusted to exclude the impact of research and development,
non-recurring items, equity settled long term incentive plans and gains or
losses arising on fundraising activities. Adjusted EBITDA is an alternative
performance measure to aid users in understanding the underlying operating
performance of the Group.
- ENDS -
For further information, please contact:
Allergy Therapeutics
Manuel Llobet, Chief Executive Officer
Shaun Furlong, Chief Financial Officer
+44 (0) 1903 845 820
Cavendish Capital Markets Limited (Nominated Adviser and Broker)
Geoff Nash /Giles Balleny/ Seamus Fricker
Nigel Birks - Life Science Specialist Sales
+44 (0)20 7220 0500
ICR Healthcare
Mary-Jane Elliott / David Daley / Davide Salvi
+44 (0)20 3709 5700
allergytherapeutics@icrhealthcare.com
About Allergy Therapeutics
Allergy Therapeutics is an international commercial biotechnology company,
headquartered in the UK, focused on the treatment and diagnosis of allergic
disorders. 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. For more information, please see
www.allergytherapeutics.com.
Chairman and Chief Executive Officer Review
Introduction
Our progress this year has been significant, both in what we've achieved as a
business and in how it positions us for future growth.
Through the execution of a clear commercial strategy in our key markets and by
maintaining a sharp focus on our priority R&D programmes, we have
optimally positioned Allergy Therapeutics for future growth as our industry
navigates a changing allergy regulatory landscape.
With greater financial stability to advance our strategic priorities we have
continued to selectively invest in strategic growth-related projects,
including enhancement of our manufacturing capabilities to meet market demand
- key to our ambitious strategy. Alongside continued cost controls throughout
the year, the Group is well positioned to deliver on its commitment to
transform patient care in allergy while building sustainable value for the
company and shareholders.
Financial Performance
The Group maintained stable financial performance in 2025 which, alongside the
pivotal advancements in our R&D pipeline and a shifting regulatory
landscape in the European allergy treatment market, supports our outlook for
future growth.
Our long-term funding secured during the period with Hayfin Healthcare
Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP,
and the continued support from our major shareholders, SkyGem Acquisition
Limited (an affiliate of ZQ Capital Management Limited) and Southern Fox
Investments Limited, enabled the Group to continue progression of key R&D
programmes, enhance our supply chain and invest in strategic priorities to
drive the business forward.
The Board believes the Group is well placed to benefit from the changing
regulatory environment in Germany, one of our major markets, and the upcoming
end of the TAV transition period in 2026. As unregistered allergy treatments
are withdrawn from the market, as is expected, in a national regulatory shift
to fully licensed products, Allergy Therapeutics is in a position of strength,
due to the breadth of our existing registered product portfolio and the scale
of our commercial operations.
Clinical development
Grass MATA MPL - Delivering a step change in the management of grass pollen
allergy
The submission of our Marketing Authorisation Application to the Paul Ehrlich
Institut in Germany at the end of 2024, for Grass MATA MPL, was a significant
milestone and a significant achievement by our team. This next-generation
subcutaneous immunotherapy (SCIT) candidate to address the cause of allergic
rhinoconjunctivitis due to grass pollen has the potential to be a major
treatment advance for the many people who suffer from this form of seasonal
allergy. The regulatory submission has been a significant investment of time
and resources for the Group. Alongside that work, substantial efforts continue
within our commercial and medical affairs teams to prepare for the product's
commercial launch. This will ensure that we can provide it to patients who
could benefit as soon as possible.
Importantly, in February 2025, comprehensive Phase III data from the pivotal
G306 trial were published in the journal Allergy, reinforcing the treatment's
efficacy and safety profile and supporting the regulatory application with
robust peer-reviewed evidence.
Our investment in this product candidate reflects our continued belief in its
potential. In October 2025 we continued the development programme, screening
the first paediatric patients for year 2 in the Group's Phase III G308 trial.
This trial is the first time a grass pollen SCIT has been evaluated long-term
in a paediatric population, a significant milestone for the allergy field and
one that reflects our commitment to advancing new treatment approaches for
patients.
VLP Peanut - A next-generation peanut allergy immunotherapy
The clinical development of the Group's innovative, short-course peanut
allergy immunotherapy candidate, VLP Peanut, via subcutaneous injection,
continues to progress well. The Phase I/IIa PROTECT trial moved to its final
phase of treatment during the period, with healthy volunteers receiving
subcutaneous doses of the candidate immunotherapy beyond the expected
therapeutic dose, establishing a strong safety margin. In addition, the third
of four planned cohorts of peanut-allergic patients continued to progress
through dose escalation, also at levels beyond the anticipated therapeutic
range.
An interim analysis of the first two of the four cohorts of peanut allergic
patients in the PROTECT trial showed that treatment with VLP Peanut resulted
in a meaningful dose-dependent reduction in skin sensitivity to peanut
allergen, with treated patients in cohort 2 showing a 48% reduction in wheal
size after skin-prick test compared to an 8% reduction in those treated with
placebo. Additionally, a comparison of the biomarker profile between treatment
and placebo pointed to VLP Peanut driving a reduction in allergic response to
the major peanut allergen, Ara h 2.
These interim analysis data represent the first demonstration of an
immunologic response using a nanoparticle-based approach in peanut allergic
patients. Results from PROTECT to date have established that this
immunotherapy candidate not only circumvents triggering allergic reactions but
also effectively modulates the immune system, potentially leading to long-term
protection. The consistency in immunological response seen at these early
doses, combined with the consistent, positive safety profile, is particularly
encouraging.
Peanut allergy remains a growing public health concern, particularly in the US
and Europe, with limited effective treatment options. There remains an urgent
and compelling need for a therapy that ensures sustained protection during
extended treatment-free periods. We believe this product has the potential to
be a groundbreaking, disease-modifying immunotherapy that could bring a
significant positive impact to the lives of patients, families and health
systems affected by peanut allergy.
We are keen to present preliminary efficacy data based upon biomarkers by the
end of this year and to identify an optimal therapeutic dose for phase II
development.
Maintaining scientific leadership
Communicating to the broader healthcare community remains a key aspect of our
work and it is a great source of pride that Allergy Therapeutics maintained
its significant presence at the major annual allergy-focused scientific
conferences this year, sharing the latest advancements from our pipeline at
the American Academy of Allergy, Asthma & Immunology / World Allergy
Organization (AAAAI / WAO) Joint Congress and the European Academy of Allergy
and Clinical Immunology (EAACI) Congress.
At the EAACI Congress, Allergy Therapeutics furthered its commitment to
advancing allergy and immunology research and innovation by collaborating with
EAACI to support the Academy's Early Career Research Award. Encouraging the
next generation of researchers is vital to advancing our understanding of
allergy and translating innovation into new therapeutic approaches that can
meaningfully improve the lives of people living with allergies. Alongside
EAACI we were proud to play our part in fostering scientific excellence, and
we again congratulate award winner Dr. Janice Layhadi, a Research Associate at
Imperial College London's National Heart and Lung Institute and a rising star
whose research is at the forefront of allergy and immunology research.
Through the year we maintained our commitment to sharing data and insights
from our research with scientific colleagues, with publications in leading
allergy journals. These included comprehensive datasets and learnings from our
Grass MATA MPL Phase III programme in Allergy and early research validating
the mechanism of action of VLP Peanut in The Journal of Allergy and Clinical
Immunology.
Corporate initiatives
This year we initiated a company-wide share option awards programme, a
pioneering long-term incentive plan for all Allergy Therapeutics employees,
regardless of role. The Board's decision to launch this programme in 2025
recognises the Group's strongest strategic position in recent years and,
importantly, the contributions of everyone across the business to delivering
against our ambitious strategy.
During the period, we undertook a change in our Nominated Adviser and
Corporate Broker - an important strategic decision aligned with the company's
evolving needs and long-term ambitions. We are grateful to our former adviser
for their guidance and support over the years, and for the important role they
played in our journey to date. We have established a productive and
collaborative relationship with our new adviser, Cavendish Capital Markets, as
we continue to advance our corporate objectives.
Outlook
Looking ahead, the Board remains confident in the Group's prospects, with
multiple opportunities for growth and for value creation from our commercial
business and the progress anticipated within our innovative pipeline. With
strong momentum across the Group, we are well positioned to deliver on our
commitment to transform patient care in allergy.
Post year end it was announced to the London Stock Exchange that the Group is
exploring a potential dual primary listing on the Hong Kong Stock Exchange,
alongside our existing listing in London. This is a strategic move that
reflects our ambition to expand Allergy Therapeutics' presence in Asia and to
strengthen our position as a global leader in allergy immunotherapy.
Financial review
Reconciliation of loss before tax to Adjusted EBITDA (see Note 4)
Adjusted EBITDA is not defined by IFRS and therefore may not be directly
comparable with other companies' performance measures. This is not intended to
be a substitute for, or superior to, IFRS measurements.
2025 2024
£'m £'m
Loss before taxation (39.2) (39.2)
Net finance expense 6.8 4.0
Depreciation 3.6 3.8
Amortisation 0.6 0.5
Research and development 15.3 22.8
Other income (1.2) (1.5)
Restructuring costs - 1.2
Share-based payment expense 0.9 0.8
Revaluation of warrant instrument held at fair value 4.6 -
Gain on modification of shareholder loan (0.4) -
Adjusted EBITDA (9.0) (7.6)
Business performance
Overview
The Group financial performance for the year was steady with revenue for the
full year broadly flat at £55.0m (2024: £55.2m). This reflects an earlier
than expected impact of the approaching change in the German regulatory
landscape, as the end of the TAV transition period is reached in 2026. On a
constant currency basis revenue grew at over 2%, with revenue in Germany
declining slightly due to the reasons mentioned above and strong growth in the
Group's second largest market, Spain, of 11%.
Confidence in prospects for the German market are underpinned by promising
sales of first-year (patient initiation) treatments. A continued decline in
orders for the Group's unregistered Pollinex Quattro product in the last two
months of the financial year were more than offset by increased orders for its
registered Grass, Trees and Venomil products.
Continuing cost controls operated during the year have managed the cost base
of the Group whilst enabling selective investment in strategic growth related
projects. Total administrative expenses excluding R&D reduced by £0.3m to
£43.3m despite the new investments that were initiated.
Other administrative costs increased by £1.4m to £19.1m reflecting
initiatives that were commenced in the year. These include greater investment
in market research activities, increased travel to key industry events and
consultancy related to future growth initiatives.
The Group has continued to selectively invest in its programme of clinical
trials. R&D spend reduced by 33% to £15.4m (2024: £22.9m), mainly due to
the prior period including the peak activity of the Group's pivotal G306 Phase
III trial of Grass MATA MPL which successfully met its primary endpoint during
H1 of FY2024. During the year the Group commenced its five-year long
paediatric study (G308) with the first subjects screened and enrolled and then
treated later in Q4 2024. The Phase I/IIa VLP Peanut PROTECT trial is ongoing
with no safety signals observed to date.
The Group measures the commercial performance of the business by monitoring
Adjusted EBITDA (see Note 4), the Group achieved an Adjusted EBITDA loss of
£9.0m for the year (2024: loss £7.6m). The loss before tax was £39.2m
(2024: £39.2m). The increased Adjusted EBITDA loss was a reflection of the
flat revenue performance combined with investments in strategies to support
future growth.
Other income in the year of £1.2m (2024: £1.5m) was due to R&D tax
credits in the UK and Spain, the decrease is consistent with the reduction in
R&D spend in the year.
Financing costs
Financing costs increased by £3.0m to £7.2m (2024: £4.2m) as a result of
the increased level of debt from both the shareholder loan and Hayfin
borrowings. The loans drawn down in the year have been primarily used to fund
the R&D programme, capital expenditure and working capital.
Earnings per share
Basic loss per share for the year was (0.84) pence (2024 restated: (1.03)
pence), the reduction primarily driven by an increase in the weighted average
number of ordinary shares for the period.
Tax
The current year tax charge is predominantly comprised of liabilities for tax
in the Spanish and German subsidiaries. The overall charge in the income
statement is £0.9m (2024 restated: credit £0.5m). As at 30 June 2025, the
Group had approximately £196m of unutilised UK tax losses (2024:
approximately £167m) available for offset against future profits. The credit
for the year ended 30 June 2024 includes prior period adjustments, refer to
Note 20 for further details and a summary of the impact on the Consolidated
Statement of Financial Position as at 30 June 2023 and 30 June 2024 as well as
the Consolidated Income Statement and Consolidated Statement of Comprehensive
Income for the year ended 30 June 2024.
Balance sheet
During the year the Group continued to develop the Energy Centre in Worthing
to strengthen business continuity and establish independence from GSK. In
April 2025 the handover of the plant to the Group was successfully completed.
Property, plant and equipment additions in the year were £3.7m (2024:
£4.1m), reflecting investment in the Worthing Energy Centre and the
continuing upgrade of plant in both the UK and Spain.
Inventories have increased to £13.9m (2024: £12.7m) as the Company continues
to stock build ahead of the next peak season.
Cash and cash equivalents were similar to prior year at £12.8m (2024:
£12.9m). The operating cash outflow was £28.1m (2024: £32.1m) as a result
of the operating loss for the period, and £2.9m investing outflow (2024:
£1.2m), primarily on the purchase of property, plant and equipment, offset by
a net £31.2m inflow from financing activities (2024: £31.4m) due to the
increased funding from the Hayfin and shareholder loans.
Retirement benefit obligations, which relate solely to the German pension
scheme, remained stable at £8.6m (2024: £8.6m).
Net assets of the Group decreased from £7.4m (restated) to negative £28.2m,
as a consequence of the trading losses for the period and use of the Hayfin
and shareholder facilities to fund the business.
Currency
Group Treasury Policy mandates the use of forward exchange contracts to
mitigate exposure to the effects of exchange rates where expenditure/income is
committed and/or reasonably certain; however, throughout the financial year no
hedge contracts were operated. This is due to security having been previously
transferred from our primary banking provider to the shareholders as security
for the shareholder loan.
With over 85% of revenues and approximately 40% of costs (excluding research
and development costs) denominated in Euros, and approximately 40% of research
and development costs denominated in US Dollars, movements in the currency
markets may have an effect on the Group's operational finances. It is the
Group's intention to reinstate its hedging policy as soon as practicable.
Financing
On 15 October 2024, following discussions with major shareholders, SkyGem
Acquisition Limited (an affiliate of ZQ Capital Management Limited) and
Southern Fox Investments Limited (together the "Shareholder Lenders"), the
existing loan facility of £40m, details of which were announced on 27
December 2023, was increased to £50m and its term extended to October 2030.
The Shareholder Facility has been amended ("the Amended Shareholder Facility")
to be unsecured and rank behind the Hayfin Facility. In addition, interest
under the Shareholder Facility will no longer be paid and instead interest
will be rolled up into capital.
At 30 June 2025, £37.5m (2024: 22.5m) of the Amended Shareholder Facility had
been drawn, a further £12.5m has been drawn down since the year end. Along
with previous drawdowns the entire amount of the Amended Shareholder Facility
has now been drawn and a total of 1,375,000,000 warrants issued. On 29 October
2025, the Company received exercise notices from the Shareholder Lenders in
respect of the 1,375,000,000 warrants, the proceeds from which were used to
repay the Amended Shareholder Facility in full (including all capitalised and
accrued interest). The Company also received net proceeds of £1m, after
repayment of the Amended Shareholder Facility, paid to the Company in cash.
Furthermore, the Shareholder Lenders have agreed to provide a new £50m
unsecured loan facility (the "Renewed Shareholder Facility") on an uncommitted
basis. The Renewed Shareholder Facility is available to draw down from 29
October 2025 until 15 July 2030, with interest payable at 12 per cent. per
annum and a repayment date of 15 October 2030.
On 15 October 2024 the Group entered into a £40m secured senior loan facility
(the "Hayfin Facility") with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a
fund advised by Hayfin Capital Management LLP ("Hayfin"). The Hayfin Facility
consists of a committed £20m five year term loan and an additional
uncommitted £20m incremental facility. As part of these financing
arrangements, the Company has also issued to Hayfin 131,603,616 warrants to
subscribe for new ordinary shares, representing approximately 2.7% of the
issued share capital of the Company, with a nominal exercise price of 0.1
pence per warrant and exercisable for a period of ten years from the date of
issue. The Hayfin £20m loan was subject to an upfront arrangement fee and has
a variable interest rate based on SONIA plus 9.5% per annum with interest
payable based on Company selected interest periods. To date only the £20m
committed facility has been drawn.
As explained more fully in Note 1, Basis of preparation, the Directors have
adopted the Going Concern basis in preparing the audited consolidated
financial statements.
Post-balance sheet events
Please refer to Note 21 for details of events after the balance sheet date.
Consolidated income statement
for the year ended 30 June 2025
Year to Year to Year to Year to
30 June 2025 £'000 30 June 2025 30 June 2024 30 June 2024
(as restated) (as restated)
Note £'000 £'000 £'000
Revenue 3 55,044 55,199
Cost of sales (25,742) (25,462)
Gross profit 29,302 29,737
Sales, marketing and distribution costs (19,202) (19,591)
Research and development costs (15,377) (22,900)
Depreciation expense 11 (3,616) (3,787)
Amortisation expense (556) (532)
Share-based payment expense (871) (759)
Restructuring costs - (1,239)
Administration expenses - other (19,086) (17,712)
Total administrative expenses (58,708) (66,520)
Other income 1,244 1,526
Operating loss (28,162) (35,257)
Revaluation of warrant instrument held at fair value 19 (4,684) -
Gain on modification of shareholder loan 430 -
Finance income 7 382 285
Finance expense 6 (7,166) (4,194)
Loss before taxes (39,200) (39,166)
Income tax 8 (932) 545
Loss for the year (40,132) (38,621)
Loss per share 10
Basic (pence per share) (0.84)p (1.03)p
Diluted (pence per share) (0.84)p (1.03)p
See Note 20 for details of restatements.
Consolidated statement of comprehensive income
for the year ended 30 June 2025
Year to Year to
30 June 2025 30 June 2024
(as restated)
Note £'000 £'000
Loss for the year (40,132) (38,621)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of retirement benefit obligations 277 (617)
Remeasurement of investments - retirement benefit assets 12 52 549
Deferred tax movement - retirement benefit obligations 9 (91) 163
Deferred tax movement - retirement benefit assets 9 (17) (157)
Revaluation gains - land and buildings 369 281
Deferred tax movement - land and buildings 9 (38) (24)
Total other comprehensive income 552 195
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 106 (89)
Total comprehensive loss (39,474) (38,515)
See Note 20 for details of restatements.
Consolidated statement of financial position
as at 30 June 2025
30 June 2025 30 June 2024 30 June 2023
(as restated) (as restated)
Note £'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment - right-of-use assets 11 6,229 7,457 8,465
Property, plant and equipment - other 11 18,029 16,288 14,776
Intangible assets - goodwill 3,325 3,317 3,346
Intangible assets - other 931 1,370 1,790
Investments - retirement benefit assets 12 2,839 2,913 4,866
Deferred tax asset 9 1,513 1,578 1,658
Total non-current assets 32,866 32,923 34,901
Current assets
Inventories 13 13,915 12,744 11,593
Trade and other receivables 14 5,916 5,937 5,832
Current tax receivables 8 2,056 1,886 1,256
Cash and cash equivalents 12,790 12,915 14,845
Total current assets 34,677 33,482 33,526
Total assets 67,543 66,405 68,427
Liabilities
Current liabilities
Trade and other payables 15 (13,618) (12,763) (13,559)
Current tax payables 8 (912) (1,433) (3,124)
Borrowings 16 (405) (600) (648)
Provisions 17 (325) (2,489) -
Lease liabilities (1,475) (1,516) (1,155)
Derivative financial instruments 19 (10,457) - (79)
Total current liabilities (27,192) (18,801) (18,565)
Net current assets 7,485 14,681 14,961
30 June 2025 30 June 2024 30 June 2023
(as restated) (as restated)
Note £'000 £'000 £'000
Non-current liabilities
Retirement benefit obligations 18 (8,592) (8,611) (7,917)
Deferred taxation liability 9 (68) (57) (69)
Provisions 17 (1,675) (2,708) (3,581)
Lease liabilities (5,169) (6,372) (7,747)
Long-term borrowings 16 (53,040) (22,500) (26,439)
Total non-current liabilities (68,544) (40,248) (45,753)
Total liabilities (95,736) (59,049) (64,318)
Net (liabilities) / assets (28,193) 7,356 4,109
Equity
Capital and reserves
Issued share capital 4,766 4,776 689
Capital redemption reserve 10 - -
Share premium 154,639 154,639 119,030
Merger reserve 40,128 40,128 40,128
Reserve - share-based payments 1,279 408 2,906
Revaluation reserve 2,151 1,782 1,501
Reserve - warrants 4,773 1,719 412
Foreign exchange reserve (713) (819) (730)
Retained earnings (235,226) (195,277) (159,827)
Total (deficit) / equity (28,193) 7,356 4,109
See Note 20 for details of restatements.
Consolidated statement of changes in equity
for the year ended 30 June 2025
Issued capital £'000 Capital redemption reserve £'000 Share premium £'000 Merger reserve £'000 Reserve - share-based payment £'000 Revaluation reserve £'000 Reserve - warrants £'000 Foreign exchange reserve £'000 Retained earnings £'000 Total equity £'000
At 30 June 2023 (as reported) 689 - 119,030 40,128 2,906 1,501 412 (730) (161,870) 2,066
Prior period adjustment - - - - - - - - 2,043 2,043
At 30 June 2023 (as restated) 689 - 119,030 40,128 2,906 1,501 412 (730) (159,827) 4,109
Exchange differences on translation of foreign operations - - - - - - - (89) - (89)
Valuation gains taken to equity (land and buildings) - - - - - 281 - - - 281
Deferred tax - land and buildings (as restated) - - - - - - - - (24) (24)
Remeasurement of net defined benefit liability - - - - - - - - (617) (617)
Remeasurement of investments - - - - - - - - 549 549
- retirement benefit assets
Deferred tax - defined benefit liability (as restated) - - - - - - - - 163 163
Deferred tax - retirement benefit assets (as restated) - - - - - - - - (157) (157)
Total other comprehensive income (as restated) - - - - - 281 - (89) (86) 106
Loss for the period after tax (as restated) - - - - - - - - (38,621) (38,621)
Total comprehensive loss - - - - - 281 - (89) (38,707) (38,515)
Transactions with owners:
Share-based payments - - - - 759 - - - - 759
Shares issued 4,087 - 36,672 - - - - - - 40,759
Share issue costs - - (1,063) - - - - - - (1,063)
Transfer of exercised/lapsed options to retained earnings - - - - (3,257) - - - 3,257 -
Warrants issued - - - - - - 1,307 - - 1,307
At 30 June 2024 (as reported) 4,776 - 154,639 40,128 408 1,782 1,719 (816) (198,927) 3,709
Prior period adjustment - - - - - - - (3) 3,650 3,647
At 30 June 2024 (as restated) 4,776 - 154,639 40,128 408 1,782 1,719 (819) (195,277) 7,356
Exchange differences on translation of foreign operations - - - - - - - 106 - 106
Valuation gains taken to equity (land and buildings) - - - - - 369 - - - 369
Deferred tax - land and buildings - - - - - - - - (38) (38)
Remeasurement of net defined benefit liability - - - - - - - - 277 277
Deferred tax - defined benefit liability - - - - - - - - (91) (91)
Remeasurement of investments - - - - - - - - 52 52
- retirement benefit assets
Deferred tax - retirement benefit assets - - - - - - - - (17) (17)
Total other comprehensive income - - - - - 369 - 106 183 658
Loss for the period after tax - - - - - - - - (40,132) (40,132)
Total comprehensive loss - - - - - 369 - 106 (39,949) (39,474)
Transactions with owners:
Share-based payments - - - - 871 - - - - 871
Shares redeemed (10) 10 - - - - - - - -
Warrants issued - - - - - - 3,054 - - 3,054
At 30 June 2025 4,766 10 154,639 40,128 1,279 2,151 4,773 (713) (235,226) (28,193)
See Note 20 for details of restatements.
Consolidated cash flow statement
for the year ended 30 June 2025
Year to Year to
30 June 2025 30 June 2024
Note £'000 £'000
Cash flows from operating activities
Loss before tax (39,200) (39,166)
Adjustments for:
Finance income 7 (382) (285)
Finance expense 6 7,166 4,194
Gain on modification of shareholder loan (430) -
Non-cash movement on defined benefit pension scheme 112 121
Depreciation and amortisation 4,172 4,319
Loss on disposal of fixed assets 46 -
R&D tax credit (1,244) (1,526)
Charge for share-based payments 871 759
Payments for retirement benefit investments 12 - (19)
Movement in fair valuation of derivative financial instruments 4,684 (79)
Decrease in trade and other receivables 266 144
Increase in inventories (1,020) (1,239)
(Decrease) / Increase in trade and other payables and provisions (2,580) 788
Net cash used by operations (27,539) (31,989)
Income tax paid (570) (149)
Net cash used by operating activities (28,109) (32,138)
Cash flows from investing activities
Interest received 270 135
Payments for property, plant and equipment (3,264) (3,401)
Payments for intangible assets (158) -
Receipts from disposal of investment assets 267 2,067
Net cash used in investing activities (2,885) (1,199)
Year to Year to
30 June 2025 £'000 30 June 2024 £'000
Note
Cash flows from financing activities
Proceeds from issue of equity shares - 2,417
Share issue expenses - (1,062)
Proceeds of bank borrowings 942 514
Repayment of bank loan borrowings (636) (647)
Interest paid on bank loan borrowings (49) (86)
Repayment of principal on lease liabilities (1,630) (1,734)
Interest paid on lease liabilities (284) (295)
Proceeds from shareholder loan 20,000 36,575
Repayment of shareholder loan (5,000) (2,135)
Interest and fees paid on shareholder loan (829) (2,116)
Proceeds from Hayfin loan 19,370 -
Fees paid on Hayfin loan (722) -
Net cash generated from financing activities 31,162 31,431
Net increase / (decrease) in cash and cash equivalents 168 (1,906)
Effects of exchange rates on cash and cash equivalents (293) (24)
Cash and cash equivalents at the start of the period 12,915 14,845
Cash and cash equivalents at the end of the period 12,790 12,915
Cash at bank and in hand 12,790 12,915
Notes to the consolidated financial statements
For the year ended 30 June 2025
1. Basis of preparation
The financial information in this announcement has been extracted from the
Group's Annual Report and Accounts for the year ended 30 June 2025 and is
prepared in accordance with UK-adopted IFRS.
Whist the financial information included in this preliminary announcement has
been prepared in accordance with International Financial Reporting Standards
(IFRS), this announcement itself does not contain sufficient information to
comply with IFRS. The financial information set out in this preliminary
announcement does not constitute statutory accounts as defined in Section 435
of the Companies Act 2006.
Statutory accounts for the years ended 30 June 2025 and 30 June 2024 have been
reported on by the independent auditor. The independent auditor's report for
the years ended 30 June 2025 and 30 June 2024 were unqualified and did not
draw attention to any matters by way of emphasis. The reports for the years
ended 30 June 2025 and 30 June 2024 did not contain a statement under section
498(2) or (3) Companies Act 2006. Statutory accounts for the year ended 30
June 2024 have been delivered to the Registrar of Companies and those for the
year to 30 June 2025 will be delivered following the Company's annual general
meeting.
The consolidated financial statements for the year ended 30 June 2025
(including comparatives) have been prepared under the historical cost
convention modified by the revaluation of certain items, as stated in the
accounting policies.
Prior period adjustments
There are prior period adjustments relating to the valuation of the liability
for uncertain tax positions as at 30 June 2024 and the deferred tax assets and
liabilities as at 30 June 2023 and 30 June 2024. Refer to Note 20 for further
details.
As required by IFRS the consolidated financial statements for the year ended
30 June 2025 includes a third statement of financial position as at 30 June
2023, the beginning of the preceding period.
Consolidated income statement presentation
The line items and subtotals presented in the consolidated income statement
for the year ended 30 June 2025 are different to those presented in the
Group's financial statements for the year ended 30 June 2024. The changes made
are (a) removal of the 'Operating loss pre-R&D and exceptional costs'
subtotal, (b) inclusion of costs previously presented below 'Operating loss
pre-R&D and exceptional costs' within the 'Total administrative expenses'
subtotal, (c) removal of the line item 'Exceptional costs', replaced by
'Restructuring costs', and (d) new line items for 'Depreciation expense',
'Amortisation expense' and 'Share-based payment expense' split out from the
'Administration expenses - other' line item. The new presentation is
considered by the Group to be more relevant to an understanding of the Group's
overall financial performance. The comparative in the consolidated income
statement has been updated to reflect the new presentation, however no amounts
have been restated vs those previously reported.
New standards adopted
There are no IFRS or IAS interpretations that are effective for the first time
in this financial period that have had a material impact on the Group.
Standards, amendments and interpretations to existing standards that are not
yet effective and have not been adopted early by the Group
At the date of authorisation of these financial statements, several new, but
not yet effective, standards and amendments to existing standards and
interpretations have been published by the IASB. None of these standards or
amendments to existing standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for
the first period beginning on or after the effective date of the
pronouncement. New standards, amendments and interpretations not adopted in
the current year have not been disclosed as they are not expected to have a
material impact on the Group's financial statements.
Going concern
The going concern period has been assessed as the twelve-month period from the
date of approval of the financial statements. The financial statements have
been prepared on a going concern basis after considering the Group's and the
Company's current cash position and reviewing budgets and cash flow forecasts
for a period of at least twelve months from the date of approval of these
financial statements. The parent company is a holding company and as such, its
going concern status is intrinsically linked to the Group. The going concern
assessment for the parent company was performed as part of the Group's
assessment.
Between the balance sheet date and 20 October 2025, the Group drew down
£12.5m under the Amended Shareholder Facility. Along with previous drawdowns
the entire amount of the Amended Shareholder Facility has now been drawn and a
total of 1,375,000,000 warrants issued. On 29 October 2025, the Company
received exercise notices from the Shareholder Lenders in respect of the
1,375,000,000 warrants, the proceeds from which were used to repay the Amended
Shareholder Facility in full (including all capitalised and accrued interest).
The Company also received net proceeds of £1m, after repayment of the Amended
Shareholder Facility, paid to the Company in cash. The exercise of warrants,
issuance of new Ordinary Shares and repayment of the Amended Shareholder
Facility has significantly strengthened the Group and the Company's balance
sheet.
Furthermore, the Shareholder Lenders have agreed to provide a new £50m
unsecured loan facility (the "Renewed Shareholder Facility") on an uncommitted
basis. The Renewed Shareholder Facility is available to draw down from 29
October 2025 until 15 July 2030, with interest payable at 12 per cent per
annum and a repayment date of 15 October 2030. There are no warrants attached
to the drawdown of the facility extended under the Renewed Shareholder
Facility. The Shareholder Lenders have committed to make available at least
£40m of funding in the going concern period, as and when requested by the
Company, as a loan under the Renewed Shareholder Facility. The total £40m
shareholder funding commitment is reduced by any funding received from other
third parties, and has no restrictions on drawdowns.
The Group continues to require funding for the foreseeable future, in
particular to fund the ongoing R&D programme. The Directors have
confidence in the ability to access the uncommitted funding during the next
twelve months with the shareholders undertaking that funding would be
available from them under the Renewed Shareholder Facility in the event that
it was required.
The Directors have prepared cash flow forecasts for the twelve-month period
from the date of the signing of the financial statements based on the
arrangements in place for funding and the above representations provided by
the Shareholder Lenders. The Directors have stress tested the forecasted cash
flows by considering severe but plausible downside scenarios, including
mitigating actions that could be taken to preserve cash through the deferral
of capital expenditure and other spend items. These forecasts show that, even
in the stress tested scenarios, the Group has access to sufficient funds for
the twelve-month going concern review period. Furthermore, the forecasts for
the entirety of the going concern period show that there would be no breach of
the financial covenants attached to the Hayfin Facility, as set out in Note
16, even in a severe but plausible downside scenario. The balance of cash and
cash equivalents at the end of November 2025 was £11.9m.
2. Use of accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are discussed below.
Judgements
a) Deferred tax assets are only recognised to the extent that it is probable
that taxable profit will be available against which the deductible temporary
difference can be utilised. At 30 June 2025, the Group had £196m (2024:
£167m) of unutilised UK tax losses available for offset against future
profits. At the UK's current rate of corporation tax the unutilised tax losses
equate to a potential deferred tax asset of £49.0m (2024: £41.8m); however
only £1.8m (2024: £1.8m) of this is recognised as a deferred tax asset, and
the remaining £47.2m (2024: £40.0m) potential deferred tax asset is
unrecognised at the balance sheet date together with £2.6m (2024: £2.3m) of
other short term temporary timing differences and tax credits as there is not
currently sufficient convincing evidence that taxable profits will be
available against which these losses and other deductible temporary
differences and tax credits will be utilised in the foreseeable future.
Management reassesses the probable availability of future taxable profits on a
regular basis.
b) The Group's operational structure gives rise to potential tax exposures
that require management to exercise judgement in making determinations as to
the amount of tax that is payable. The Group reports cross-border transactions
undertaken between subsidiaries on an arm's-length basis in tax returns in
accordance with Organisation for Economic Co-operation and Development (OECD)
guidelines. Transfer pricing relies on the exercise of judgement, and it is
reasonably possible for there to be a significant range of potential outcomes.
At 30 June 2025, the Group had recognised liabilities of £0.8m (2024: £0.8m
as restated) in respect of uncertain tax positions on the balance sheet. The
amount recognised represents the sum of the probability-weighted amounts in a
range of possible outcomes and as such is sensitive to changes in the
probability assessed for each possible outcome. Possible outcomes range from
£nil to £1.3m (2024: £nil to £1.3m).
Critical estimates and assumptions
a) The Group operates a partly funded non-contributory defined benefit pension
scheme for certain employees in Germany. The defined assets and liabilities of
this scheme and the related investments - retirement benefit assets - are
estimated using actuarial methods by third-party experts. The net defined
benefit liability is most sensitive to changes in the discount rate applied.
b) The Group has issued warrants to subscribe for shares, some of which do not
meet the conditions to be classified as equity instruments and are therefore
treated as an embedded derivative financial instrument. The embedded
derivative is held on the consolidated statement of financial position at fair
value with movements in fair value taken to the income statement. At 30 June
2025, the embedded derivative is valued at £10.5m, an increase of £4.7m
compared to when it was initially recognised in October 2024, representing a
loss on revaluation in the consolidated income statement. The most significant
variable in valuing the embedded derivative is the Group's share price at the
date of the valuation. The share price movement during the current period,
where the fair value of the embedded derivative increased by £4.7m (81%), was
an 87% increase from 4.25p per share at 15th October 2024 to 7.95p at 30 June
2025.
c) The Group's shareholder loan facility, as described more fully in Note 16,
is a compound financial instrument due to the attached warrants, which entitle
holders to subscribe for new Ordinary Shares. Each time funds are drawn down
under the shareholder loan facility the proceeds received are allocated into
their liability and equity components by first valuing the debt component,
with the residual allocated to equity. The debt component is valued by
discounting the contractual cash flows using a market rate of interest that
would be payable on a similar debt instrument that does not include warrants.
At 30 June 2025, £37.5m (2024: £22.5m) of shareholder loan funding had been
drawn (net of £5.0m drawn in August 2024 and repaid in October 2024), of
which £4.4m (2024: £1.3m) was allocated to the warrants on initial
recognition. Furthermore, the shareholder loan facility was modified during
the year and this was deemed to be a substantial modification due to the fact
the discounted present value of the cash flows under the facility after the
amendment (using the original effective interest rate) were greater than 10%
different to the carrying value of the facility at the time of modification. A
gain of £0.4m arose on modification, representing the difference between the
present value of the amended cash flows, using the market rate of interest at
the time of modification, compared to the carrying value of the facility at
that time. The initial allocation of loan proceeds between debt and equity,
and the calculation of the gain arising on modification of the loan are both
sensitive to the market rate of interest used to discount the contractual cash
flows. The Group engaged external consultants Globalview Advisors (now part of
FRP Advisory) to calculate appropriate market rate(s) of interest. Globalview
determine market interest rates by (i) performing a synthetic credit rating
for the Group; (ii) analysis of bond yields, issued by companies in similar
sectors and/or financial profile and (iii) an estimate of a market interest
rate in line with benchmark data. Market interest rates used during the year
ended 30 June 2025 range from 14.4% to 16.3% (2024: 15.4%).
Other estimates and assumptions
a) The Group operates equity-settled share-based compensation plans (LTIP
schemes) for remuneration of its employees. Employee services received in
exchange for the grant of any share-based compensation are measured at their
fair values and expensed over the vesting period. The fair value of this
compensation is dependent on, amongst other factors, whether the provisional
share awards will ultimately vest, which in turn is dependent on future events
which are uncertain. The Directors use their judgement and experience of
previous awards to estimate the probability that the awards will vest, which
impacts the fair valuation of the compensation. The key variables to be
estimated are the number of awards that will lapse before the vesting date due
to leavers, and the number of awards that will vest in relation to the
non-market performance conditions.
3. Revenue
An analysis of revenue by category is set out in the table below:
2025 2024
£'000 £'000
Sale of goods at a point in time 55,044 55,199
55,044 55,199
All revenue recognised in the income statement is from contracts with
customers. The majority of these customers are on 14 to 30 day payment terms.
No assets were recognised from costs to obtain or fulfil a contract with any
customer.
4. Alternative performance measures ("APMs")
The Group's APMs are not defined by IFRS and therefore may not be directly
comparable with other companies' APMs. These measures are not intended to be a
substitute for, or superior to, IFRS measurements.
EBITDA
Earnings before interest, tax, depreciation and amortisation ("EBITDA") is
included as an alternative performance measure in order to aid users in
understanding the underlying operating performance of the Group.
2025 2024
Note £'000 £'000
Loss before taxation (39,200) (39,166)
Net finance expense 6,7 6,784 3,909
Depreciation 11 3,616 3,787
Amortisation 556 532
EBITDA (28,244) (30,938)
Adjusted EBITDA
Earnings before interest, tax, depreciation and amortisation adjusted to
exclude the impact of research and development, non-recurring items, equity
settled long term incentive plans and gains or losses arising on fundraising
activities (Adjusted EBITDA) is included as an alternative performance measure
in order to aid users in understanding the underlying operating performance of
the Group.
These can be reconciled to the IFRS measure of loss before taxation as below:
2025 2024
£'000 £'000
Loss before taxation (39,200) (39,166)
Net finance expense 6,784 3,909
Depreciation 3,616 3,787
Amortisation 556 532
Research and development 15,377 22,900
Other income (1,244) (1,526)
Restructuring costs - 1,239
Share-based payment expense 871 759
Revaluation of warrant instrument held at fair value 4,684 -
Gain on modification of shareholder loan (430) -
Adjusted EBITDA (8,986) (7,566)
5. Segmental reporting
The Group's operating segments are reported based on the financial information
provided to the Executive Directors, who are defined as the CODM, to enable
them to allocate resources and make strategic decisions. In the opinion of the
Directors, there is one class of business, being the manufacture and sale of
allergy-related medicines.
The CODM reviews information based on geographical market sectors and assesses
performance at an EBITDA (operating loss before interest, tax, depreciation
and amortisation) and operating loss level. Management have identified that
the reportable segments are Central Europe (which includes the following
operating segments: Germany, Austria, Switzerland and the Netherlands),
Southern Europe (Italy, Spain and Other), the Rest of the World (including the
UK).
For all material regions that have been aggregated, management consider that
they share similar economic characteristics. They are also similar in respect
of the products sold, types of customer, distribution channels and regulatory
environments.
Revenue by segment
Revenue from external customers Inter-segment revenue Total segment revenue Revenue from external customers Inter-segment revenue Total segment revenue
2025 2025 2025 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
Central Europe
- Germany 26,685 - 26,685 27,298 - 27,298
- Austria 5,258 - 5,258 4,947 - 4,947
- Netherlands 3,963 - 3,963 4,062 - 4,062
- Switzerland 2,335 - 2,335 2,864 - 2,864
38,241 - 38,241 39,171 - 39,171
Southern Europe -
- Italy 2,869 - 2,869 3,074 - 3,074
- Spain 9,596 - 9,596 8,878 - 8,878
- Other 196 - 196 368 - 368
12,661 - 12,661 12,320 - 12,320
Rest of World (including UK) 4,142 30,634 34,776 3,708 30,412 34,120
55,044 30,634 85,678 55,199 30,412 85,611
Revenues from external customers in all segments are derived principally from
the sale of a range of pharmaceutical products designed for the immunological
treatment of the allergic condition.
Rest of World (including UK) revenues include sales through distributors and
agents in several markets including the Czech Republic, Slovakia and South
Korea.
The CODM also reviews revenue by segment on a budgeted constant currency
basis, to provide relevant year-on-year comparisons.
The Group has no customers which individually account for 10% or more of the
Group's revenue.
Sales, marketing and distribution costs by segment
2025 2024
£'000 £'000
Central Europe 12,299 12,389
Southern Europe 4,742 5,320
Rest of World (including UK) 2,161 1,882
19,202 19,591
Research and development costs by segment
2025 2024
£'000 £'000
Central Europe - -
Southern Europe - -
Rest of World (including UK) 15,377 22,900
15,377 22,900
Administration expenses by segment
2025 2024
£'000 £'000
Central Europe 5,150 5,297
Southern Europe 1,612 1,203
Rest of World (including UK) 12,324 11,212
19,086 17,712
Depreciation and amortisation by segment
2025 2024
£'000 £'000
Central Europe 1,341 1,265
Southern Europe 800 831
Rest of World (including UK) 2,031 2,223
4,172 4,319
Finance income by segment
2025 2024
£'000 £'000
Central Europe 112 150
Southern Europe 1 5
Rest of World (including UK) 269 130
382 285
Finance expense by segment
2025 2024
£'000 £'000
Central Europe 487 449
Southern Europe 31 40
Rest of World (including UK) 6,648 3,705
7,166 4,194
EBITDA by segment
2025 2024
£'000 £'000
Allocated EBITDA
Central Europe 1,215 2,079
Southern Europe 1,554 1,585
Rest of World (including UK) (31,013) (34,602)
Allocated EBITDA (28,244) (30,938)
Depreciation and amortisation (4,172) (4,319)
Finance income 382 285
Finance expense (7,166) (4,194)
Loss before tax (39,200) (39,166)
Tax charge / (credit) by segment
2025 2024
as restated
£'000 £'000
Central Europe 246 (614)
Southern Europe 457 (132)
Rest of World (including UK) 229 201
Tax charge / (credit) 932 (545)
The restatement of the 2024 tax values relates to a revaluation of uncertain
tax position liabilities and deferred tax assets and liabilities. See Note 20
for details.
Total assets by segment
2025 2024
as restated
£'000 £'000
Central Europe 29,180 32,452
Southern Europe 17,353 13,950
Rest of World (including UK) 84,398 77,810
130,931 124,212
Inter-segment assets (24,337) (20,518)
Inter-segment investments (39,051) (37,289)
Total assets per balance sheet 67,543 66,405
Included within Central Europe are non-current assets to the value of £2.5m
(2024: £2.5m) relating to goodwill and £1.3m related to the deferred tax
asset on the revaluation of the defined benefit obligation and separate
investment in retirement benefit assets. Within Southern Europe assets to the
value of £3.1m (2024: £3.0m) relating to land and buildings and £0.8m
goodwill (2024: £0.8m). There were no material additions (excluding foreign
exchange differences) to non-current assets in any country except the UK where
non-current asset additions totalled £2.0m and comprised plant and machinery
£1.6m and fixtures and fittings £0.4m (2024: £3.0m total), Spain where
non-current additions totalled £1.2m comprising plant and machinery £1.0m
and fixtures and fittings £0.2m (2024: £0.3m total) and Germany where the
deferred tax asset on the revaluation of then defined benefit obligation was
recognised.
Total liabilities by segment
2025 2024
as restated
£'000 £'000
Central Europe (18,957) (22,012)
Southern Europe (7,905) (6,414)
Rest of World (including UK) (93,211) (51,141)
(120,073) (79,567)
Inter-segment liabilities 24,337 20,518
Total liabilities per balance sheet (95,736) (59,049)
The restatement of the 2024 asset and liability values relates to a
revaluation of uncertain tax position liabilities and deferred tax assets and
liabilities. See Note 20 for details.
6. Finance expense
2025 2024
£'000 £'000
Interest on shareholder loans 3,673 3,495
Interest on Hayfin loan 2,413 -
Transaction fees on warrant 390 -
Net interest expenses on defined benefit pension liability 323 317
Interest on lease liabilities 284 295
Other 83 87
7,166 4,194
7. Finance income
2025 2024
£'000 £'000
Bank interest 270 135
Interest on investment assets 112 150
382 285
8. Income tax expense and current taxes payable and receivable
2025 2024
as restated
£'000 £'000
Current tax:
UK corporation tax on loss for the period at 25% (2024: 25%)
Current year 236 285
Prior year 80 165
IFRIC 23 provision (7) (1,654)
Overseas tax 693 609
1,002 (595)
Deferred tax - current year (70) 50
Deferred tax - prior year - -
Tax charge / (credit) for the period 932 (545)
The reconciliation between the tax charge / (credit) and the accounting loss
multiplied by the UK corporation tax rate for the years ended 30 June is as
follows:
2025 2024
as restated
£'000 £'000
Loss for the period before tax (39,200) (39,166)
Loss for the period multiplied by the standard rate of corporation tax of 25% (9,800) (9,792)
(2024: 25%)
Effects of:
Expenses not deductible 3,066 1,466
Movements in unrecognised deferred tax 7,627 9,419
Adjustment of taxes for prior periods 80 165
Movement in uncertain tax positions (7) (1,654)
Adjustment for different tax rates 92 47
Overseas double taxation relief (114) (100)
Overseas R&D relief (12) (96)
Tax charge / (credit) for the period 932 (545)
Current taxes payable
2025 2024
as restated
£'000 £'000
Income tax payables (144) (658)
Uncertain tax positions (768) (775)
(912) (1,433)
Current taxes receivable
2025 2024
as restated
£'000 £'000
Income tax receivables 304 107
R&D tax credits 1,752 1,779
2,056 1,886
The restatement of the 30 June 2024 values relates to the revaluation of the
liability for uncertain tax positions and deferred tax assets and liabilities.
See Note 20 for details.
9. Deferred tax
Recognised deferred tax asset/(liability)
Tax value of carried forward losses Tax value of accelerated capital allowances £'000 Acquisition of Bencard A.G. £'000 Overseas losses and other timing differences Property revaluations £'000 Germany retirement benefit asset Total
£'000 £'000 £'000 £'000
Germany defined benefit pension obligation
£'000
At 1 July 2024 as restated 1,817 (1,817) (57) 211 9 1,231 127 1,521
Adjustment in respect of prior year (157) 157 - - - - - -
Amount recognised in the income statement 150 (150) 57 (74) - 2 85 70
Amount recognised in other comprehensive income - - - - (38) (91) (17) (146)
Exchange differences - - - - - - - -
At 30 June 2025 1,810 (1,810) - 137 (29) 1,142 195 1,445
Tax value of carried forward losses Tax value of accelerated capital allowances £'000 Acquisition of Bencard A.G. £'000 Other timing differences £'000 Property revaluations £'000 Germany retirement benefit asset Total
£'000 £'000 £'000
Germany defined benefit pension obligation
£'000
At 1 July 2023 as restated 1,252 (1,252) (69) 184 33 1,129 312 1,589
Adjustment in respect of prior year (29) 29 - - - - - -
Amount recognised in the income statement 594 (594) 12 27 - (61) (28) (50)
Amount recognised in other comprehensive income - - - - (24) 163 (157) (18)
Exchange differences - - - - - - - -
At 30 June 2024 as restated 1,817 (1,817) (57) 211 9 1,231 127 1,521
Deferred tax is provided under the balance sheet liability method using the
local tax rate for the overseas difference. Deferred tax assets and deferred
tax liabilities are offset where the Group has a legally enforceable right to
do so and when the deferred tax assets and liabilities relate to tax levied by
the same tax authority and where there is an intention to settle the balances
on a net basis. Deferred tax assets, in respect of losses, are recognised up
to the value of the fixed asset liability as the nature of the asset &
liability is such that they unwind at the same time.
The deferred tax asset relating to the Germany defined benefit obligation has
been recognised as the German entity is profit-making and paying tax to the
German tax authorities.
The following is the analysis of the deferred tax balances after offset for
financial reporting purposes:
2025 2024
as restated
£'000 £'000
Deferred tax assets 1,513 1,578
Deferred tax liabilities (68) (57)
1,445 1,521
As at 30 June 2025, the Group had approximately £196m of unutilised
unrecognised UK tax losses (2024: approximately £167m) available for offset
against future profits. At the UK's current rate of corporation tax the
unutilised tax losses equate to a potential deferred tax asset of £49.0m
(2024: £41.8m). The unrecognised deferred tax losses are stated after offset
against taxable temporary differences of £1.8m (2024: £1.8m) as per IAS 12.
The remaining £47.2m (2024: £40.0m) potential deferred tax asset is
unrecognised at the balance sheet date together with £2.6m (2024: £2.3m) of
other short term temporary timing differences and tax credits as there is not
currently sufficient convincing evidence that taxable profits will be
available against which these losses and other deductible temporary
differences and tax credits will be utilised in the foreseeable future.
Management reassesses the probable availability of future taxable profits on a
regular basis.
It is likely that the unremitted earnings of overseas subsidiaries would
qualify for the UK dividend exemption such that no UK tax would be due upon
remitting these earnings to the UK. However, £4.1m (€4.7m) of those
earnings may still result in a tax liability, principally as a result of the
dividend withholding taxes levied by the overseas tax jurisdictions in which
those subsidiaries operate. These tax liabilities are not expected to exceed
£0.2m. No provision for a deferred tax liability has been recognised as the
Group controls the dividend policy of its subsidiaries and has no plans to
remit relevant earnings in the foreseeable future.
Recognised and unrecognised deferred tax assets and liabilities have been
calculated at the tax rates expected to apply to the date when the liability
is settled or asset realised.
The restatement of the 30 June 2023 and 30 June 2024 values relates to
recognition of the deferred tax asset in relation to the Germany defined
benefit obligation and retirement benefit asset as well as a number of smaller
corrections. See Note 20 for details.
10. Loss per share
2025 2024
restated
£'000 £'000
Loss after tax attributable to equity shareholders (40,132) (38,621)
Shares Shares
'000 '000
Issued Ordinary Shares at start of the period 4,766,440 679,105
Ordinary Shares issued in the period - 4,087,335
Issued Ordinary Shares at end of the period 4,766,440 4,766,440
Weighted average number of Ordinary Shares for the period 4,766,440 3,743,332
Potentially dilutive share options - -
Weighted average number of Ordinary Shares for diluted earnings per share 4,766,440 3,743,332
Basic earnings per Ordinary Share (pence) (0.84)p (1.03)p
Diluted earnings per Ordinary Share (pence) (0.84)p (1.03)p
The diluted loss per share for 2025 does not differ from the basic loss per
share as the exercise of share options would have the effect of reducing the
loss per share and is therefore not dilutive under the terms of IAS 33.
The restatement of the 2024 values relates to a revaluation of the uncertain
tax positions liability and deferred tax assets and liabilities. See Note 20
for details.
11. Property, plant and equipment
Right-of-use assets £'000 Plant and machinery £'000 Fixtures and fittings £'000 Motor vehicles £'000 Computer equipment £'000 Land and buildings £'000 Total £'000
Cost or valuation
At 1 July 2023 13,923 20,439 8,374 20 4,848 3,045 50,649
Reclassification - - - - 35 - 35
Additions 765 3,160 95 - 61 - 4,081
Foreign exchange (104) (23) (26) - (18) (44) (215)
Revaluations - - - - - 9 9
Disposals (293) - (1) - (1) - (295)
At 30 June 2024 14,291 23,576 8,442 20 4,925 3,010 54,264
Reclassification - - - - 45 - 45
Additions 424 2,628 602 - 34 - 3,688
Foreign exchange 92 24 17 - 15 31 179
Revaluations - - - - - 98 98
Disposals (557) (36) - - - - (593)
At 30 June 2025 14,250 26,192 9,061 20 5,019 3,139 57,681
Depreciation
At 1 July 2023 5,458 10,287 7,272 20 4,371 - 27,408
Reclassification - - - - - - -
Charge for the year 1,728 1,109 389 - 286 275 3,787
Revaluations - - - - - (272) (272)
Foreign exchange (59) (12) (18) - (17) (3) (109)
Disposals (293) - (1) - (1) - (295)
At 30 June 2024 6,834 11,384 7,642 20 4,639 - 30,519
Charge for the year 1,635 1,197 321 - 194 269 3,616
Revaluations - - - - - (271) (271)
Foreign exchange 65 11 14 - 14 2 106
Disposals (513) (34) - - - - (547)
At 30 June 2025 8,021 12,558 7,977 20 4,847 - 33,423
Net book value
At 1 July 2023 8,465 10,152 1,102 - 477 3,045 23,241
At 30 June 2024 7,457 12,192 800 - 286 3,010 23,745
At 30 June 2025 6,229 13,634 1,084 - 172 3,139 24,258
Included in Plant and machinery is £1.4m (2024: £5.8m) relating to assets
under the course of construction upon which no depreciation has been charged.
These are expected to be commissioned before June 2026. During the year £5.0m
(including £3.5m for the Energy Centre) in Worthing was commissioned with a
further £0.6m of new works commencing.
12. Investments - retirement benefit asset
The Group carries insurance policies which are designed to contribute towards
the obligations in respect of the German defined benefit pension scheme (see
Note 18). Some of these policies include a right to reimbursement and
therefore do not meet the definition of a qualifying insurance policy under
IAS 19.8. Accordingly, the assets have been recognised separately on the
balance sheet. They are valued at fair value by Mercer Deutschland GmbH each
year. Mercer Deutschland GmbH value the insurance policies according to
contractual arrangements.
2025 2024
£'000 £'000
At 1 July 2,913 4,866
Additions - 19
Finance income 112 150
Disposal of retirement benefit asset (266) (2,598)
Remeasurement of investment 52 549
Gain/(loss) on foreign exchange 28 (73)
2,839 2,913
The valuation of the retirement benefit asset involves a number of complex
calculations and assumptions and as a result is subject to inherent
uncertainty.
13. Inventories
2025 2024
£'000 £'000
Raw materials and consumables 4,478 4,056
Work in progress 5,620 5,672
Finished goods 3,817 3,016
13,915 12,744
14. Trade and other receivables
2025 2024
restated
£'000 £'000
Trade receivables 3,210 3,198
Less: provision for impairment of trade receivables (365) (336)
Trade receivables - net 2,845 2,862
Other receivables 598 922
VAT 531 538
Prepayments and accrued revenue 1,942 1,615
5,916 5,937
The restatement of the 2024 figures relates to the splitting out and separate
disclosure of current tax receivables on the face of the Consolidated
Statement of Financial Position. See Note 20 for details.
15. Trade and other payables
2025 2024
as restated
£'000 £'000
Due within one year
Trade payables 4,491 4,015
Social security and other taxes 1,283 1,557
Other creditors 1,029 102
Accrued expenses and deferred income 6,815 7,089
13,618 12,763
The restatement of the values for 30 June 2024 relates to revaluation of
uncertain tax position liabilities and the subsequent splitting out and
separate disclosure of current tax payables on the face of the Consolidated
Statement of Financial Position. See Note 20 for details.
16. Borrowings
2025 2024
£'000 £'000
Due within one year
Bank loans 405 600
405 600
2025 2024
£'000 £'000
Due in more than one year
Shareholder loans 36,102 21,755
Hayfin loan 15,679 -
Bank loans 1,259 745
53,040 22,500
Shareholder facility
The Group completed a £40.75m equity financing on 13 October 2023, the
proceeds of which were used to repay amounts drawn at that time under the
shareholder loan facility entered into on 6 April 2023 ("Loan Facility") with
the major shareholders, SkyGem Acquisition Limited (an affiliate of ZQ Capital
Management Limited) and Southern Fox Investments Limited (together the
"Shareholder Lenders"). The Loan Facility agreement was amended twice (the
"Amended Loan Facility"), on 27 September 2023 and subsequently on 27 December
2023. Following discussions with the Shareholder Lenders, the Amended Loan
Facility was amended again ("the Amended Shareholder Facility") on 15 October
2024.
The Amended Loan Facility provided the Group with a £40.0m loan facility,
secured against the shares held by Allergy Therapeutics plc in other Group
companies (i.e. all the major assets of the Group), of which £7.5m was
committed from the outset and £32.5m initially uncommitted. The Amended Loan
Facility was available to drawn down from 15 January 2024 until 15 January
2026 with interest payable semi-annually at 12% per annum and a repayment date
of 15 January 2027.
The Amended Shareholder Facility, increased the amount available, on an
uncommitted basis, to £50.0m. The facility was also amended to extend the
term to 15 October 2030, to be unsecured and rank behind the Hayfin Facility
and such that interest will no longer be paid and instead interest will be
rolled up into capital, until the final year of the term when interest will
again become payable semi-annually. The interest rate payable under the
Amended Shareholder Facility remains 12% per annum.
The terms of the Amended Shareholder Facility are substantially different to
the terms of the Amended Loan Facility, by virtue of the fact the discounted
present value of the cash flows under the Amended Shareholder Facility (using
the original effective interest rate under the Amended Loan Facility) are
greater than 10% different to the carrying value of the Amended Loan Facility
at the time of modification. A gain of £0.4m arose on modification,
representing the difference between extinguishment of the liability related to
the Amended Loan Facility and the recognition of the liability related to the
Amended Shareholder Facility.
The Company issues warrants to the Lenders following each drawdown under the
Amended Shareholder Facility (and previously under the Amended Loan Facility),
entitling the holders to subscribe for new Ordinary Shares at a price of 4
pence per share. The entitlement to warrants is 25 warrants for each £1 drawn
down up to a maximum of 1,375,000,000 warrants. The warrants entitle the
holders to subscribe for new Ordinary Shares at a price of 4 pence per
warrant. The warrants are exercisable in whole or in part from 1 July 2024
until 15 October 2030. The Company has agreed that the proceeds of the
warrants will be used to repay amounts outstanding under the Amended
Shareholder Facility.
At 30 June 2025, £37.5m (2024: £22.5m) of the Amended Shareholder Facility
had been drawn (net of £5.0m drawn in August 2024 and repaid in October
2024), of which £4.4m (2024: £1.3m) was allocated to the warrants on initial
recognition (in line with the Group's accounting policy, the debt component
was valued first by discounting the contractual cash flows using a market rate
of interest that would be payable on a similar debt instrument which did not
include the warrants, the remainder of the proceeds is allocated to the
warrants and recognised in the "Warrants reserve" within shareholders'
equity). At 30 June 2025 a total of 1,062,500,000 warrants had been issued in
relation to the Amended Shareholder Facility.
Subsequent to the balance sheet date, the Group drew down the remaining
£12.5m available under the Amended Shareholder Facility and issued further
warrants. The shareholders subsequently exercised their warrants and the
proceeds were used by the Group to repay the shareholder loan in full. Full
details can be found in Note 21.
Hayfin Facility
On 15 October 2024 the Group entered into a £40m secured senior loan facility
(the "Hayfin Facility") with Hayfin Healthcare Opportunities LuxCo S.a.r.l., a
fund advised by Hayfin Capital Management LLP ("Hayfin"). The Hayfin Facility
consists of a committed £20m five year term loan and an additional
uncommitted £20m incremental facility. The Hayfin £20m loan was subject to
an upfront arrangement fee and has a variable interest rate based on SONIA
plus 9.5% per annum with interest payable based on Company selected interest
periods. To date only the £20m committed facility has been drawn.
As part of these financing arrangements, the Company also issued to Hayfin an
initial 131,603,616 warrants to subscribe for new ordinary shares,
representing approximately 2.7% of the issued share capital of the Company,
with a nominal exercise price of 0.1 pence per warrant and exercisable for a
period of ten years from the date of issue. Subsequent to the initial issuance
of warrants, up to 30 June 2025, the Company has issued a further 1,011,605
warrants to Hayfin on the same terms for no additional consideration, as a
result of warrants issued to the Shareholder Lenders on drawdowns under the
Amended Shareholder Facility and the anti-dilution clauses contained within
the Hayfin warrants instrument. At 30 June 2025 a total of 132,615,221
warrants had been issued in relation to the Hayfin Facility. Subsequent to the
balance sheet date, further warrants have been issued to Hayfin, see Note 21
for details.
The Hayfin Facility is repayable on 17 October 2029. The contract includes
covenants requiring the Group to (a) maintain a prescribed minimum liquidity
amount at all times, and (b) meet certain prescribed minimum gross sales
targets, tested quarterly for the prior twelve-month period. If either
covenant is not met then the loan agreement provides the option for the
Group's major shareholders to provide new funding within a prescribed time
limit as a cure. If sufficient funds are not provided as a cure by the
prescribed time limit then the loan will be repayable on demand. For the
period from inception of the loan up to 30 June 2025 the Group has complied
with the covenants at all times, hence the loan is not repayable on demand and
is classified as non-current. The Group has access to sufficient funding for
at least twelve months from the date of approval of these financial statements
to ensure continued compliance with the minimum liquidity covenant. The
Group's gross sales in the twelve-month period to 30 June 2025 were 12% in
excess of the minimum covenant requirement and there is no increase in the
gross sales required to meet this covenant until 30 June 2027.
17. Provisions
2025 2024
£'000 £'000
Italian leaving indemnity 108 111
German rebate provision 1,892 5,086
2, 000 5,197
Current 325 2,489
Non-current 1,675 2,708
2,000 5,197
18. Retirement benefit obligations
Defined contribution scheme
The Group operates a defined contribution pension scheme for all employees in
the UK except those that have opted out of the scheme. The assets of the
scheme are held separately from those of the Group in an independently
administered fund. A salary sacrifice scheme is in operation at Allergy
Therapeutics (UK) Ltd. The effect of the scheme is to transfer a proportion of
the payroll cost to pension contributions.
Defined benefit scheme
The Group operates a partly funded non-contributory defined benefit pension
scheme for certain employees in Germany. The actuarial valuation was carried
out by Mercer Deutschland GmbH at 30 June 2025.
The assets and liabilities in the scheme were as follows:
2025 2024
£'000 £'000
Fair value of plan assets 972 1,002
Present value of scheme liabilities (9,564) (9,613)
Deficit in the scheme (8,592) (8,611)
Movement in assets during the year
2025 2024
£'000 £'000
Balance as at 1 July 1,002 1,022
Foreign currency differences 10 (14)
Interest income on plan assets 37 47
Remeasurement of defined benefit asset 6 32
Contributions from employer - -
Assets transferred to finance benefits paid (83) (85)
Balance as at 30 June 972 1,002
Movement in liabilities in the year
2025 2024
£'000 £'000
Balance as at 1 July (9,613) (8,939)
Foreign currency differences (99) 136
Current service costs (112) (122)
Interest cost (360) (364)
Remeasurement of defined benefit liability - arising from changes in financial 271 (649)
assumptions and experience gains/(losses)
Benefits paid by employer 266 240
Benefits paid from assets 83 85
Balance as at 30 June (9,564) (9,613)
19. Derivative financial instruments
2025 2024
£'000 £'000
Current assets
Euro forward contracts - -
Current liabilities
Euro forward contracts - -
Embedded derivative (10,457) -
(10,457) -
The movement in the embedded derivative during the year was as follows:
2025 2024
£'000 £'000
At 1 July - -
Initial recognition (5,773) -
Revaluation (4,684) -
At 30 June (10,457) -
20. Prior period adjustments
Uncertain tax positions
The 2024 liability was restated to recognise discussions that took place
between the Group and a tax authority, where a number of material
uncertainties were resolved, leading to a lower settlement than the Group had
previously provided for. Although this meeting took place after the balance
sheet date it was before the consolidated financial statements for the year
ended 30 June 2024 were approved and provided evidence of conditions that
existed at the end of the reporting period and hence should have been
considered an adjusting post balance sheet event.
The impact of the restatement on the Consolidated Income Statement for the
year ended 30 June 2024 and the Consolidated Statement of Financial Position
as at 30 June 2024 is shown below. There was no impact from this restatement
on the Consolidated Statement of Financial Position as at 30 June 2023.
Deferred tax assets and liabilities
Although the overall Group is currently loss making the German subsidiary is
profitable and pays tax to the German tax authorities, hence it is probable
that taxable profits will be available to support the recognition of deferred
tax assets arising in Germany. This was also the case in prior periods and
therefore deferred tax assets relating to the Germany defined benefit
obligation and retirement benefit investment asset should have been
recognised. A number of smaller corrections to deferred tax assets and
liabilities were made at the same time.
The impact of the restatement on the Consolidated Income Statement and
Consolidated Statement of Comprehensive Income for the year ended 30 June 2024
and the Consolidated Statement of Financial Position as at 30 June 2024 and 30
June 2023 is shown below.
Current tax receivables and payables
As required by IFRS/IAS1, current tax receivables are now disclosed separately
on the face of the Consolidated Statement of Financial Position. Previously
they were included within Trade and other receivables.
As required by IFRS/IAS1, current tax payables are now disclosed separately of
the face of the Consolidated Statement of Financial Position. Previously they
were included within Trade and other payables.
The impact of the restatement on the Consolidated Statement of Financial
Position as at 30 June 2024 and 30 June 2023 is shown below.
Impact of restatements on the Consolidated Statement of Financial Position as
at 30 June 2023:
Previously reported Deferred tax assets and liabilities Current tax payables and receivables Total adjustments Restated amount
£'000 £'000 £'000 £'000 £'000
Deferred tax asset - 1,658 - 1,658 1,658
Trade and other receivables 7,088 - (1,256) (1,256) 5,832
Current tax receivables - - 1,256 1,256 1,256
Trade and other payables (16,683) - 3,124 3,124 (13,359)
Current tax payables - - (3,124) (3,124) (3,124)
Deferred tax liability (454) 385 - 385 (69)
Retained earnings (161,870) 2,043 - 2,043 (159,827)
Impact of restatements on the Consolidated Statement of Financial Position as
at 30 June 2024:
Previously reported Adjustments from 2023 Uncertain tax positions Deferred tax assets and liabilities Current tax payables and receivables Total adjustments Restated amount
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Deferred tax asset - 1,658 - (80) - 1,578 1,578
Trade and other receivables 7,823 - - - (1,886) (1,886) 5,937
Current tax receivables - - - - 1,886 1,886 1,886
Trade and other payables (15,940) - 1,744 - 1,433 3,177 (12,763)
Current tax payables - - - - (1,433) (1,433) (1,433)
Deferred tax liability (382) 385 - (60) - 325 (57)
Foreign exchange reserve (816) - - (3) - (3) (819)
Retained earnings (198,927) 2,043 1,744 (137) - 3,650 (195,277)
Impact of restatements on the Consolidated Income Statement for the year ended
30 June 2024:
Previously reported Uncertain tax positions Deferred tax assets and liabilities Total adjustments Restated amount
£'000 £'000 £'000 £'000 £'000
Income tax (1,050) 1,744 (149) 1,595 545
Loss per share
Basic (pence per share) (1.07) 0.04 - 0.04 (1.03)
Diluted (pence per share) (1.07) 0.04 - 0.04 (1.03)
Impact of restatements on the Consolidated Statement of Comprehensive Income
for the year ended 30 June 2024:
Previously reported Uncertain tax positions Deferred tax assets and liabilities Total adjustments Restated amount
£'000 £'000 £'000 £'000 £'000
Other comprehensive income
Deferred tax movement - retirement benefit obligations - - 163 163 163
Deferred tax movement - retirement benefit assets - - (157) (157) (157)
Deferred tax movement - land and buildings (30) - 6 6 (24)
21. Events after the balance sheet date
Proceeds from Exercise of Warrants and Repayment of the Entire Balance under
the Shareholder Facility
Between the balance sheet date and 20 October 2025, the Group drew down
£12.5m under the Amended Shareholder Facility and issued further warrants in
accordance with the entitlement to 25 warrants for each £1 drawn, at a price
of 4 pence per share. Along with previous drawdowns the entire amount of the
Amended Shareholder Facility has now been drawn and a total of 1,375,000,000
warrants issued.
On 29 October 2025, the Company received exercise notices from the Shareholder
Lenders in respect of the 1,375,000,000 warrants, which would generate
aggregate proceeds of £55m on exercise. In satisfaction of the exercise price
payable by the Shareholder Lenders for the warrants, the Shareholder Lenders
have transferred the entire Amended Shareholder Facility to the Company along
with net proceeds of £1m in cash. As a result, all financial indebtedness
owed by the Group to the Shareholder Lenders under the Amended Shareholder
Facility, has effectively been repaid. The net proceeds of £1m paid to the
Company in cash, represents the difference between the £55m warrant exercise
proceeds and the amounts owed by the Group to the Shareholder Lenders at the
point of exercise of £54m, including all capitalised and accrued interest.
1,375,000,000 new Ordinary Shares were issued to the Shareholder Lenders
following exercise of their warrants, which rank pari passu with the existing
Ordinary Shares in issue. Following issue of the new Ordinary Shares, the
Company's total issued and voting share capital consists of 6,141,439,951
Ordinary Shares.
As a result of the drawdowns under the Amended Shareholder Facility between
the balance sheet date and 20 October 2025 (and issuance of the related
warrants to the Shareholder Lenders), the Company has also issued 843,005
warrants with an exercise price of 0.1 pence per warrant to Hayfin Healthcare
Opportunities LuxCo S.a.r.l., a fund advised by Hayfin Capital Management LLP
("Hayfin") pursuant to anti-dilution rights held by Hayfin under the terms of
the warrants issued to Hayfin in connection with the senior secured loan
facility entered into between Hayfin and the Company dated 15 October 2024.
Renewed Shareholder Facility
The Lenders have agreed to provide a new £50m unsecured loan facility (the
"Renewed Shareholder Facility") on an uncommitted basis. The Renewed
Shareholder Facility is available to draw down from 29 October 2025 until 15
July 2030, with interest payable at 12 per cent. per annum and a repayment
date of 15 October 2030. There are no warrants attached to the drawdown of the
facility extended under the Renewed Shareholder Facility.
Exploration of listing in Hong Kong
Post year end it was announced to the London Stock Exchange that the Group is
exploring a potential dual primary listing on the Hong Kong Stock Exchange,
alongside our existing listing in London. This is a strategic move that
reflects our ambition to expand Allergy Therapeutics' presence in Asia and to
strengthen our position as a global leader in allergy immunotherapy.
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