REG - Allergy Therapeutics - Result of Open Offer and Subscription

Allergy TherapeuticsAnnouncement

13/10/2023 07:00

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RNS Number : 9983P  Allergy Therapeutics PLC  13 October 2023

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT
IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED
HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY
OFFER OR COMMITMENT WHATSOEVER IN ANY SUCH JURISDICTION.

Allergy Therapeutics plc

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

 

Result of Open Offer and Subscription

Total Voting Rights and Director Dealing

 

13 October 2023 Allergy Therapeutics plc (AIM: AGY), the integrated commercial
biotechnology company specialising in allergy vaccines, announces it has
conditionally raised total gross proceeds of approximately £40.75
million through the Equity Financing which was announced on 6 April 2023.
Proceeds of the Equity Financing will be used to repay amounts owed under the
Loan Facility Agreement.

Open Offer and Subscription

The Open Offer, which closed for acceptances at 11.00 a.m. on 12 October 2023,
has received final valid applications from Qualifying Shareholders in respect
of a total of 240,550,224 Open Offer Shares. This represents a take-up of
approximately 34.91 per cent. of the maximum number of Open Offer Shares
available. As announced on 27 September 2023, ZQ Capital, acting through its
affiliate SkyGem Acquisition Limited, has agreed to underwrite the Open Offer
by subscribing at the Issue Price for any Open Offer Shares not taken up by
Qualifying Shareholders under the Open Offer. ZQ Capital will therefore
subscribe for 448,552,308 Open Offer Shares not taken by Qualifying
Shareholders under the Open Offer, and the total number of new Ordinary Shares
to be issued pursuant to the Open Offer is 689,102,532.

In addition to the issue of Open Offer Shares, 2,228,004,131 Subscription
Shares will be issued to ZQ Capital and 1,157,505,869 Subscription Shares will
be issued to Southern Fox, in each case at the Issue Price pursuant to the
Subscription. Accordingly, the total interests of ZQ Capital and Southern Fox
following Admission will be 2,850,296,476 Ordinary Shares and 1,307,377,398
Ordinary Shares representing 59.96 per cent. and 27.50 per cent. of the issued
share capital of the Company respectively.

The total number of new Ordinary Shares to be issued and admitted to trading
on AIM pursuant to the Equity Financing is therefore 4,074,612,532.

As a technical consequence of SkyGem acquiring further Allergy Therapeutics
Shares pursuant to the Equity Financing, SkyGem's interest in Allergy
Therapeutics Shares will, following Admission, exceed 30 per cent. of the
voting rights of the Group. SkyGem will therefore be required, pursuant to
Rule 9 of the Takeover Code, to make a mandatory cash offer for the Allergy
Therapeutics Shares not already held by SkyGem (or any persons acting in
concert with it), at a price of 1 pence per Allergy Therapeutics Share.

Admission

Application has been made to the London Stock Exchange for the 4,074,612,532
New Shares to be admitted to trading on AIM. The New Shares will rank pari
passu with the Existing Ordinary Shares. Issue of the New Shares remains
conditional on Admission occurring. It is expected that Admission of the New
Shares will occur at 8.00 a.m. on or around 16 October 2023. Following
Admission, the Company will have 4,753,717,153 Ordinary Shares in issue.

Total Voting Rights

The Company does not currently hold any shares in treasury. Therefore, the
above figure of 4,753,717,153 Ordinary Shares may be used by Shareholders of
the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

The same definitions apply throughout this announcement as are applied in the
circular posted to Shareholders on 27 September 2023.

 

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)

Freddy Crossley, Emma Earl, Corporate Finance

Rupert Dearden, Corporate Broking

+44 (0)20 7886 2500

 

ICR Consilium

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) .

 

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Peter Jensen

 2    Reason for the notification
 a)   Position / status                                            Non-Executive Chairman

 b)   Initial notification / amendment                             Initial notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Allergy Therapeutics plc
 b)   LEI                                                          213800PQ7AHK7KGVOE23
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.001 each

      Identification code                                          ISIN: GB00B02LCQ05

 b)   Nature of the transaction                                    Purchase of Ordinary Shares through Open Offer

 c)   Price(s) and volume(s)

Price(s)  Volume(s)
                                                                   £0.01     1,800,000
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      16 October 2023
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

n/a

e)

Date of the transaction

16 October 2023

f)

Place of the transaction

Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Anthony Parker
 2    Reason for the notification
 a)   Position / status                                            Non-Executive Director
 b)   Initial notification / amendment                             Initial notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Allergy Therapeutics plc
 b)   LEI                                                          213800PQ7AHK7KGVOE23
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.001 each

      Identification code                                          ISIN: GB00B02LCQ05

 b)   Nature of the transaction                                    Purchase of Ordinary Shares through Open Offer

 c)   Price(s) and volume(s)

Price(s)  Volume(s)
                                                                   £0.01     1,650,000
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      16 October 2023
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

n/a

e)

Date of the transaction

16 October 2023

f)

Place of the transaction

Outside a trading venue

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         SkyGem Acquisition Limited
 2    Reason for the notification
 a)   Position / status                                            Person Closely Associated with Zheqing (Simon) Shen, Non-Executive Director

 b)   Initial notification / amendment                             Initial notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Allergy Therapeutics plc
 b)   LEI                                                          213800PQ7AHK7KGVOE23
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.001 each

      Identification code                                          ISIN: GB00B02LCQ05

 b)   Nature of the transaction                                    Subscription of Ordinary Shares

 c)   Price(s) and volume(s)

Price(s)  Volume(s)
                                                                   £0.01     2,676,556,439
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      16 October 2023
 f)   Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

n/a

e)

Date of the transaction

16 October 2023

f)

Place of the transaction

Outside a trading venue

 

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