REG - Allergy Therapeutics - Publication of Open Offer Circular

Allergy TherapeuticsAnnouncement

27/09/2023 07:15

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RNS Number : 7532N  Allergy Therapeutics PLC  27 September 2023

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.

THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN ALLERGY THERAPEUTICS PLC IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES DISCUSSED HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF
THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR
SALE IN THE UNITED STATES AND ALLERGY THERAPEUTICS PLC DOES NOT CURRENTLY
INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT. ADDITIONALLY, THE
SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES COMMISSION OR REGULATORY
AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE EQUITY FINANCING. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

 

Allergy Therapeutics plc

("Allergy Therapeutics", the "Group" or "Company")

 

Publication of Open Offer Circular

 

Amendment to existing Facility Agreement

 

27 September 2023 Allergy Therapeutics plc (AIM: AGY), the integrated
commercial biotechnology company specialising in allergy vaccines, announces
that further to the Company's announcements on 6 April 2023 and 22 September
2023, the Company has today posted a circular to Qualifying Shareholders in
relation to the Open Offer (the "Circular"). The Circular will be available
shortly to Qualifying Shareholders on the Company's website:
https://www.allergytherapeutics.com/investors/shareholder-services/
(https://www.allergytherapeutics.com/investors/shareholder-services/) .
Details of the Open Offer timetable are set out below.

 

As previously announced on 6 April 2023, ZQ Capital, acting through its
affiliate SkyGem Acquisition, has agreed to underwrite the Open Offer by
subscribing at the Issue Price of 1 pence per Ordinary Share for any Open
Offer Shares not taken up by Qualifying Shareholders under the Open Offer.

 

Unless otherwise defined, capitalised terms in this announcement shall have
the meaning as set out in the Circular.

 

Amendment to existing Facility Agreement

 

On 26 September 2023, the Company entered into an amendment to the Facility
Agreement dated 6 April 2023 with Southern Fox and SkyGem Acquisition (the
"Lenders") (the "Extension Facility") pursuant to which, subject to completion
of the Equity Financing, the repayment of all amounts due under the Facility
in full and the grant of a supplemental English law security over
substantially all of the assets of the Company and its subsidiaries
incorporated in England and Wales (the "Additional Security"), the Lenders
have agreed to make available to the Company an additional total principal sum
of up to £15 million on an uncommitted basis (the "Additional Facility
Amount"). Under the Extension Facility, the Additional Facility Amount may be
drawn by the Company during the period to 31 January 2024 with a minimum
drawdown amount of £3 million per utilisation, and interest of 18 per cent.
per annum shall be payable on any such amounts drawn. A drawdown under the
Extension Facility shall require the consent of the Lenders and as such the
Additional Facility Amount does not represent committed funding. The Extension
Facility must be repaid in full by 31 December 2025. To provide security for
any amounts drawn under the Extension Facility, the existing security package
under the Facility Agreement will remain in place following repayment of the
Facility on or around completion of the Equity Financing and the Additional
Security will be granted.

 

The Extension Facility is deemed to be a related party transaction pursuant to
Rule 13 of the AIM Rules by virtue of Southern Fox and ZQ Capital (together
with its affiliates, SkyGem Acquisition, ZQ Capital and Zheqing (Simon) Shen)
being substantial shareholders of the Company (within the meaning of the AIM
Rules for Companies).

 

The Directors of the Company who are independent of the Facility and the
Extension Facility, being all of the Directors save for Zheqing (Simon) Shen
and Anthony Parker consider, having consulted with its nominated adviser
Panmure Gordon, that the terms of the Extension Facility are fair and
reasonable insofar as the Company's shareholders are concerned.

 

 

 

Open Offer Timetable

 

 Event                                                                           Date
 Announcement of the Transaction                                                 6 April 2023

 Announcement of the satisfaction of the final outstanding FDI Clearance         22 September 2023
 Condition
 Record Date for entitlement under the Open Offer                                25 September 2023
 Publication of the Circular and the Application Form                            27 September 2023
 Ex-entitlement Date of the Open Offer                                           8:00 a.m. on 28 September 2023
 Open Offer Entitlements credited to stock accounts of Qualifying CREST          9:00 a.m. on 29 September 2023
 Shareholders
 Recommended latest time for requesting withdrawal of Open Offer Entitlements    4:30 p.m. on 6 October 2023
 from CREST
 Latest time and date for depositing Open Offer Entitlements into CREST          3:00 p.m. on 9 October 2023
 Latest time and date for splitting Application Forms (to satisfy bona fide      3:00 p.m. on 10 October 2023
 market claims only)
 Latest time and date for receipt of completed Application Forms and payment in  11:00 a.m. on 12 October 2023
 full under the Open Offer and settlement of relevant CREST instructions (as
 appropriate)
 Admission of the Open Offer Shares and the Subscription Shares to trading on    8:00 a.m. on 16 October 2023
 AIM and commencement of dealings
 Where applicable, expected date for CREST accounts to be credited in respect    16 October 2023
 of Open Offer Shares or Subscription Shares in uncertificated form
 Where applicable, expected date for despatch of definitive share certificates   Within five (5) business days of Admission
 for Open Offer Shares or Subscription Shares in certificated form

 

 

The Rule 9 Mandatory Offer by SkyGem Acquisition, an indirect wholly-owned
subsidiary of funds managed by ZQ Capital, as outlined in the Company's
announcement entitled "£40.75 million Facility with associated Equity
Financing" on 6 April 2023, is expected to be launched shortly after
Admission. Further details of the Rule 9 Mandatory Offer are available in ZQ
Capital's announcement entitled "Statement Regarding Possible Mandatory Cash
Offer" on 6 April 2023.

 

Each of the times and dates in this announcement refer to British Summer Time
(BST) and are subject to change. Any such change will be notified by an
announcement through a Regulatory Information Service.

 

Directors' Participation in the Open Offer

Peter Jensen and Anthony Parker intend to participate in the Open Offer. These
Directors intend to apply for their Open Offer Entitlements under the Open
Offer, such Open Offer Entitlements amounting to, in the aggregate, a total of
3,450,000 Open Offer Shares:

                 At the date of this announcement                                            On Admission
 Name            Number of Existing Ordinary Shares  Percentage of Existing Ordinary Shares  Number of Ordinary Shares  Percentage of Enlarged Share Capital*
 Peter Jensen    300,000                             0.04                                    2,100,000                  0.04
 Anthony Parker  275,000                             0.04                                    1,925,000                  0.04

 

The participation in the Open Offer by Peter Jensen and Anthony Parker is also
deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules.
The Directors of the Company who are deemed to be independent of the Open
Offer, being Manuel Llobet, Cheryl MacDiarmid and Mary Tavener, having
consulted with the Company's nominated adviser Panmure Gordon, have concluded
that the terms of the participation of certain Directors in the Open Offer are
fair and reasonable insofar as Shareholders are concerned.

 

Admission and Settlement

Application will be made to the London Stock Exchange for the 4,074,612,532
New Shares, pursuant to the Equity Financing, to be admitted to trading on
AIM. Admission is expected to take place, and dealings in the New Shares on
AIM are expected to commence, at 8:00 a.m. on 16 October 2023 (or such later
date as may be agreed between the Company and the Investors, being no later
than the Long Stop Date). No temporary documents of title will be issued.

 

Upon Admission, the Enlarged Share Capital is expected to be 4,753,717,153
Ordinary Shares*. On this basis, the New Shares will represent approximately
85.71 per cent. of the Enlarged Share Capital.

 

*excluding any new Ordinary Shares issued following the date of this
announcement pursuant to the exercise of share options.

 

For further information, please contact:

 

Allergy Therapeutics

Manuel Llobet, Chief Executive Officer

Shaun Furlong, Chief Financial Officer

+44 (0)1903 845 820

 

Panmure Gordon (Nominated Adviser and Broker)

Emma Earl, Mark Rogers, Freddy Crossley, Corporate Finance

Rupert Dearden, Corporate Broking

+44 (0)20 7886 2500

 

Consilium Strategic Communications

Mary-Jane Elliott / David Daley / Davide Salvi

+44 (0)20 3709 5700

allergytherapeutics@consilium-comms.com
(mailto:allergytherapeutics@consilium-comms.com)

 

 

Notes for editors:

 

About Allergy Therapeutics

 

Allergy Therapeutics is an international commercial biotechnology company,
headquartered in the UK, focussed on the treatment and diagnosis of allergic
disorders, including aluminium free immunotherapy vaccines that have the
potential to cure disease. The Group sells proprietary and third-party
products from its subsidiaries in nine major European countries and via
distribution agreements in an additional ten countries. Its broad pipeline of
products in clinical development includes vaccines for grass, tree, house dust
mite and peanut. For more information, please see www.allergytherapeutics.com
(http://www.allergytherapeutics.com) .

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