REG - Allergy Therapeutics - Result of General Meeting

Allergy TherapeuticsAnnouncement

27/04/2023 14:15

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RNS Number : 7479X  Allergy Therapeutics PLC  27 April 2023

FOR IMMEDIATE RELEASE.

 

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

 

THIS ANNOUNCEMENT 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 "Company" or the "Group")

 

Result of General Meeting and Update on Equity Financing

 

27 April 2023: Allergy Therapeutics plc (AIM: AGY), the fully integrated
commercial biotechnology company specialising in allergy vaccines, announces
that at the General Meeting held today in connection with the Equity
Financing, all resolutions were duly passed.

All resolutions were voted on by way of a poll. The results of the poll were
as follows:

 Resolution                                                                       Votes For    % of votes for    Votes Against  % of votes against  Votes Withheld  Total votes cast  Total votes cast as % of issued share capital
 1. To authorise the Directors to allot the Subscription Shares and the Open      363,634,215  99.67%             1,206,740     0.33%               670,274         364,840,955       53.72%
 Offer Shares up to an aggregate nominal amount of £4,075,000 pursuant to the
 Equity Financing.
 2. To empower the Directors to dis-apply statutory pre-emption rights in         361,590,106  98.97%             3,746,538     1.03%               174,585          365,336,644      53.80%
 respect of the allotment of equity securities (the Subscription Shares and the
 Open Offer Shares) in Resolution 1.

 

Notes

1.     Resolution 1 was proposed as an ordinary resolution and resolution
2 was proposed as a special   resolution. Resolution 2 was conditional upon
the passing of resolution 1.

2.     Votes incorporate proxy appointments which gave discretion to the
Chair of the General Meeting.

3.     Votes "Withheld" are not votes in law and do not count in the
number of votes counted for or against a resolution, nor in the calculation
for total votes cast.

4.     The full text of the resolutions can be found in the Circular dated
11 April 2023.

5.     The issued share capital of the Company as at 6.00 p.m. on 25 April
2023 comprised 679,104,621 Ordinary Shares.

Equity Financing

The passing of the Resolutions was a condition to the proposed Equity
Financing announced by the Company on 6 April 2023. The Equity Financing,
which comprises the subscription by ZQ Capital and Southern Fox and an
underwritten open offer, to raise in aggregate gross proceeds of
£40.75 million, remains subject to the satisfaction (or waiver, if possible
of waiver) of the following outstanding Equity Conditions:

1.   the ZQ FDI Clearance Condition, which is the receipt by ZQ Capital, on
terms reasonably satisfactory to ZQ Capital, of certain foreign direct
investment/national security clearances in Austria, Italy, Germany and Spain;

2.   the SF FDI Clearance Condition, which is the receipt by Southern Fox,
on terms reasonably satisfactory to Southern Fox, of certain foreign direct
investment/national security clearances in Austria, Italy and Germany;

3.   in the opinion of each of the Investors, no events or facts having
occurred or conditions or circumstances having arisen which are reasonably
likely to result in: (i) any event or circumstance occurs that results in:

a.   a factory shutdown or loss of production capacity of more than 50 per
cent. of historic annual production of any product that comprises 10 per cent.
or more of the consolidated revenue of the Group (calculated by reference to
the most recently available annual financial statements), provided that any
factory shutdown or loss of production capacity during any planned factory
shutdowns (including for planned maintenance, upgrades or due to regulatory
requirements (including inspections)) shall not be included in such
calculation; or

b.   a factory shutdown (whether partial or total) which results or is
likely to result in (in the reasonable opinion of the Investors) the
consolidated revenue of the Group for each twelve-month period ending on each
quarter date to fall below £50,000,000; or (ii) G306 Trial Failure; and

4.   Admission of the Subscription Shares and Open Offer Shares to trading
on AIM.

The Equity Conditions (save for the condition in sub-paragraph 3 above) cannot
be waived by the Investors.

The Open Offer will only be made to qualifying shareholders if and when the
FDI Clearances Conditions are satisfied. Filings in connection with the FDI
Clearances Conditions have now been made by the Investors. The timing of when
the necessary regulatory clearances to satisfy the FDI Clearance Conditions
will be obtained remains highly uncertain, and it is possible that the
clearances may not be received for several months or at all. The Company will
provide an update on the Equity Conditions and progress of the Equity
Financing when appropriate. The expected timetable of principal events remains
as set out in the Transaction Announcement.

Admission to Trading on AIM

The Company's shares remain suspended from trading on AIM, pending publication
of its annual report and accounts for the 12 months to 31 December 2022 ("2022
Accounts") and its interim results for the six months ended 31 December 2022
("Interim Results"). The Company is unable to provide specific dates for the
publication of the 2022 Accounts and the Interim Results but expects these
results to be announced before 30 June 2023 and will update the market as soon
as the timing for this is known. In the event that the Company is unable to
publish its 2022 Accounts by 30 June 2023, the admission of the Company's
shares to trading on AIM will be cancelled in accordance with Rule 41 of the
AIM Rules for Companies.

 

Possible Mandatory Offer

If the Equity Financing Conditions are satisfied (or waived, if capable of
waiver) and the Equity Financing completes, pursuant to Rule 9 of the Takeover
Code, ZQ Capital will be required to make a mandatory cash offer to all other
shareholders of the Company to acquire the entire issued and to be issued
share capital of the Company it does not already own (including any New Shares
issued pursuant to the Equity Financing) (the "Possible Mandatory Offer").

For more information on the Possible Mandatory Offer, please refer to the
'Statement Regarding Possible Mandatory Cash Offer' made by ZQ Capital on 6
April 2023.

Save as defined herein, capitalised terms have the same meaning as in the
'£40.75 million Facility with Equity Financing' announcement made by the
Company on 6 April 2023 (the "Transaction Announcement").

- ENDS -

 

For further information, please contact:

 

Allergy Therapeutics

Manuel Llobet, Chief Executive Officer

Martin Hopcroft, Interim Chief Financial Officer

+44 (0)1903 845 820

 

Panmure Gordon (Nominated Adviser and Broker)

Freddy Crossley, Emma Earl, 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)

 

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) .

 

IMPORTANT NOTICES

 

This Announcement has been issued by, and is the sole responsibility of, the
Company.

 

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Allergy Therapeutics and no one else in connection with the
possible offer and will not be responsible to anyone other than Allergy
Therapeutics for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the possible offer or any other
matters referred to in this announcement. Neither Panmure Gordon nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Panmure Gordon in
connection with this announcement, any statement contained herein or
otherwise.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Company or Panmure Gordon or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

 

Neither the Subscription Shares nor the Open Offer Shares, nor the Facility
Agreement, the G306 Contingent Payment Letter, the Equity Commitment
Agreement, the Circular or other documents connected with the Equity Financing
have been nor will be registered under the securities laws and regulations of
any jurisdiction, in particular, Australia, Canada, Japan or the Republic of
South Africa, and may not be offered, sold, resold, or delivered, directly or
indirectly, within Australia, Canada, Japan or the Republic of South Africa,
or in any jurisdiction where it is unlawful to do so, except pursuant to an
applicable exemption.

 

None of the Subscription Shares nor the Open Offer Shares, nor the Facility
Agreement, the G306 Contingent Payment Letter, the Equity Commitment
Agreement, the Circular or any other document connected with  Equity
Financing have been or will be approved or disapproved by the US Securities
and Exchange Commission or by the securities commissions of any state or other
jurisdiction of the United States or any other regulatory authority, nor have
any of the foregoing authorities or any securities commission passed comment
upon or endorsed the merits of the offering of the Subscription Shares or the
Open Offer Shares or the accuracy or adequacy of this Announcement, the
Circular or any other document connected with the Equity Financing. Any
representation to the contrary is a criminal offence.

 

The content of this Announcement has not been approved by an authorised person
within the meaning of the Financial Services and Markets Act 2000 (as
amended).

 

Members of the public are not eligible to take part in the Equity Financing.
This Announcement is for information purposes only and is directed only at:
(a) persons in member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as
amended and/or supplemented from time to time and including any relevant
implementing measure in any member state) (the "EU Prospectus Regulation");
and (b) in the United Kingdom, persons who are "qualified investors" within
the meaning of article 2(e) of the EU Prospectus Regulation, as it forms part
of retained EU law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are also: (i)
"investment professionals" within the meaning of article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) persons falling within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order; or (c)
otherwise, persons to whom it may otherwise be lawful to communicate them (all
such persons in (a), (b) and (c), together being referred to as "relevant
persons". This Announcement must not be acted on or relied on by persons who
are not Relevant Persons.

 

All offers of Subscription Shares and Open Offer Shares will be made pursuant
to an exemption under the EU Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus. No prospectus will
be made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with the EU
Prospectus Regulation and the UK Prospectus Regulation) to be
published. Persons needing advice should consult an independent financial
adviser.

 

No offer or solicitation

 

This Announcement (and the information contained herein) does not contain or
constitute an offer of securities for sale, or solicitation of an offer to
purchase securities, in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction where such an offer or
solicitation would be unlawful. The securities referred to herein have not
been and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of
any state or jurisdiction of the United States and may not be offered, sold,
resold, or delivered, directly or indirectly, in or into the United States or
to US persons unless the securities are registered under the Securities Act,
or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, in each case in accordance
with any applicable securities laws and regulations of any state or
jurisdiction of the United States. The securities referred to herein were
offered and sold to non-US persons outside the United States in offshore
transactions within the meaning of, and in accordance with, Regulation S under
the Securities Act. There was no public offer of securities in the United
States.

 

Restricted jurisdictions

 

The release and/or distribution of this Announcement in or into jurisdictions
other than the United Kingdom may be restricted by the laws and regulations of
those jurisdictions and, therefore, persons who are not resident in the United
Kingdom into whose possession this Announcement comes should inform themselves
about and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. Shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their relevant
jurisdiction without delay.

 

Notice to US shareholders regarding Possible Mandatory Offer

 

The Possible Mandatory Offer relates to the shares of an English company and
is subject to UK procedural and disclosure requirements, which differ from
those of the United States. The Possible Mandatory Offer is extended into the
United States in reliance on the "Tier I" exemption pursuant to Rule 14d-1(c)
under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from the requirements of the Exchange Act and the rules and regulations
promulgated thereunder. Accordingly, the Possible Mandatory Offer will be
subject to procedural and disclosure requirements, including with respect to
withdrawal rights, notices of extensions, announcements of results, settlement
procedures and waivers of conditions, which differ in various respects from
the requirements and customary practices followed in US domestic tender
offers.

 

Financial information included or referred to herein has been or will be
prepared in accordance with accounting standards applicable in the United
Kingdom and, accordingly, may not be comparable to financial information of US
companies or other companies whose financial statements are prepared in
accordance with US generally accepted accounting principle" ("US GAAP"). US
GAAP differs in certain significant respects from accounting standards
applicable in the United Kingdom. None of the financial information included
or referred to herein has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards of the
Public Company Accounting Oversight Board (United States).

 

The Possible Mandatory Offer is being made to US shareholders on the same
terms and conditions as those made to all other Shareholders to whom the
Possible Mandatory Offer is made. All information documents disseminated by
the Company regarding the Possible Mandatory Offer will be disseminated to
Shareholders in the United States on a basis comparable to the method pursuant
to which those documents are provided to all other Shareholders.

 

The receipt of cash pursuant to the Possible Mandatory Offer by a Shareholder
in the United States as consideration for the transfer of its Ordinary Shares
pursuant to the Possible Mandatory Offer will likely be a taxable transaction
for United States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws. Each
Shareholder is urged to consult its independent professional adviser
immediately regarding the tax consequences of acceptance of the Possible
Mandatory Offer.

 

Neither the Possible Mandatory Offer nor this Announcement has been approved
or disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the adequacy or
accuracy of the information contained in this Announcement or the merits of
the Possible Mandatory Offer. Any representation to the contrary is a criminal
offence in the United States.

 

Forward-looking statements

 

Certain statements in this press release may constitute "forward-looking
statements" which include all statements (other than statements of historical
facts) including, without limitation, those regarding the Group's financial
position, business strategy, potential clinical trial outcomes, plans and
objectives of management for future operations, and any statements preceded
by, followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could", "potential"
or "similar" expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law including the AIM Rules for
Companies and the Takeover Code.

 

No profit forecasts, estimates or quantified financial benefits statements

 

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefits statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share or dividends or dividends per share for Allergy
Therapeutics for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share or dividends
or dividends per share for Allergy Therapeutics.

 

Rule 2.9 disclosure

 

As at the date of this Announcement, Allergy Therapeutics' issued share
capital comprises 679,104,621 ordinary shares each of 0.1 pence each
(ISIN:GB00B02LCQ05).

 

Rounding

 

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

Dividends

 

If any dividend or other distribution is declared, made or paid in respect of
Ordinary Shares on or after the date of this announcement, ZQ Capital has
reserved the right to reduce any price paid for any Ordinary Shares subject to
the Possible Mandatory Offer by the amount of such dividend or other
distribution. In such circumstances, Shareholders would be entitled to receive
and retain any such dividend or other distribution.

 

Purchases outside the Possible Mandatory Offer

 

ZQ Capital or its nominees or brokers (acting as agents) may purchase Ordinary
Shares otherwise than under the Possible Mandatory Offer, such as in the open
market or through privately negotiated purchases. Such purchases shall comply
with the Takeover Code and the rules of the London Stock Exchange.

 

General

 

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.

 

Publication on a website

 

A copy of this Announcement and any other documents required to be published
by Rule 26 of the Takeover Code shall be made available on the Company's
website at www.allergytherapeutics.com. For the avoidance of doubt, the
contents of the websites referred to in this announcement are not incorporated
into and do not form part of this announcement.

 

Hard copy documents

 

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this Announcement and any information incorporated into it by
reference to another source in hard copy form. A Shareholder may request a
copy of this document in hard copy form by written request to Karley Cheesman
at the Company's registered address at Dominion Way, Worthing, West Sussex
BN14 8SA, by email on cosec@allergytherapeutics.com, or by calling 01903 845
821 or, if calling from overseas, on +44 1903 845 821 between 8.30 a.m. and
5.30 p.m. Monday to Friday (except UK public holidays).

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the Business Day following the
date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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