REG - Allergy Therapeutics - Warrant Exercise and Paydown of Debt

Allergy TherapeuticsAnnouncement

Wed 07:02

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RNS Number : 1914F  Allergy Therapeutics PLC  29 October 2025

 

This Announcement contains Inside Information

Allergy Therapeutics plc

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

 

Exercise of Warrants

 

Repayment of the Entire Balance under the Shareholder Facility

 

New Loan Facility through 2030

 

-     Lenders exercise 1,375,000,000 warrants, providing aggregate
proceeds of £55 million to the Company.

-     Proceeds used to fully repay the principal and accrued interest
under the Shareholder Facility.

-     New £50 million uncommitted loan facility agreed with the Lenders,
providing long-term financial flexibility through to 2030.

-     Transaction further strengthens the balance sheet and demonstrates
continued support from the Company's long-term shareholders.

 

29 October 2025 - Allergy Therapeutics plc (AIM: AGY), the fully integrated
commercial biotechnology company specialising in allergy immunotherapy, today
announces the exercise of existing shareholder warrants, the repayment of all
of its shareholder debt and the establishment of a renewed funding facility,
strengthening its balance sheet and financial flexibility as it continues to
advance its portfolio of allergy immunotherapies.

 

Manuel Llobet, CEO of Allergy Therapeutics, said: "This transaction leaves
Allergy Therapeutics with a strengthened balance sheet and renewed financial
flexibility as we enter an important period for the Company. With the
continued backing of our core investors, we can focus on near-term milestones
such as the upcoming regulatory decision on Grass MATA MPL in Germany and
ongoing progress with our peanut allergy vaccine programme. These are key
opportunities to demonstrate the strength of our science and deliver long-term
value for shareholders."

 

Proceeds from Exercise of Warrants and Repayment of the Entire Balance under
the Shareholder Facility

 

As previously announced, pursuant to the terms of the facility agreement dated
6 April 2023 (as amended from time to time) with SkyGem Acquisition Limited
("SkyGem") and Southern Fox Investments Limited ("Southern Fox", and, together
with SkyGem, the "Lenders") (the "Shareholder Facility"), the Company agreed
to issue 25 warrants for every £1 drawn under the Shareholder Facility. The
entire amount has been drawn down by the Company and a total of 1,375,000,000
warrants have now been issued to the Lenders.

The Company has received exercise notices from the Lenders in respect of the
1,375,000,000 warrants, which would generate aggregate proceeds of £55
million on exercise of those warrants. In satisfaction of the exercise price
payable by the Lenders for the warrants, the Lenders have transferred the
entire Shareholder Facility to the Company. As a result, all financial
indebtedness owed to the Lenders under the Shareholder Facility has
effectively been repaid.

As a result of the issuance of the warrants to the Lenders, the Company has
also issued 1,180,207 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 £50 million 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.

 

Admission and Total Voting Rights

 

Application has been made for the 1,375,000,000 new Ordinary Shares being
issued to the Lenders following exercise of their warrants, which will rank
pari passu with the existing Ordinary Shares in issue, to be admitted to
trading on AIM ("Admission"). Admission is expected to occur at 8:00 a.m. on
30 October 2025.

 

Following Admission, the Company's total issued and voting share capital will
consist of 6,141,439,951 Ordinary Shares. The Company does not hold any
Ordinary Shares in treasury. The total number of voting rights in the Company
is therefore 6,141,439,951.

 

The above figure may be used by shareholders in the Company as the denominator
for the calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Related Party Transaction

 

The Renewed Shareholder Facility is deemed to be a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies by virtue of ZQ Capital
(together with its affiliates, SkyGem, ZQ Capital and Zheqing (Simon) Shen)
and Southern Fox 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 Renewed Shareholder
Facility, being all of the Directors save for Zheqing (Simon) Shen and Anthony
Parker consider, having consulted with its nominated adviser, Cavendish
Capital Markets Limited, that the terms of the Renewed Shareholder Facility
are fair and reasonable insofar as the Company's shareholders are concerned.

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The person responsible for arranging for the release
of this Announcement on behalf of the Company is Shaun Furlong, Chief
Financial Officer.

 

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
(mailto:allergytherapeutics@icrhealthcare.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. 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 (http://www.allergytherapeutics.com/) .

 

 

 Notification and public disclosure of transactions by Director/persons
discharging managerial responsibilities ("PDMR") and persons closely
associated with them ("PCA")

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Southern Fox Investments Limited

 2   Reason for the notification
 a)  Position/status                                              Persons closely associated Mr. Anthony Parker, Non-Executive Director of
                                                                  Allergy Therapeutics Plc.
 b)  Initial notification/Amendment                               Initial notification.
 3   Details of the issuer, UK emission allowance market participant, auction
     platform or auctioneer
 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  Warrant Instrument

 b)  Nature of the transaction                                    Issue of warrants representing subscription rights for ordinary shares of
                                                                  £0.001 each, and subsequent exercise of warrants.

 c)  Price(s) and volume(s)                                       Exercise Price(s)                      Volume(s)
     £0.04 (4 pence) per warrant                                                                         128,281,250 (issue of warrants)
     £0.04 (4 pence) per warrant                                                                         432,500,000 (exercise of warrants)
 d)  Aggregated information

     ·       - Aggregated volume                                  n/a

     ·       - Price
 e)  Date of the transaction                                      27 October 2025 - issue of warrants

29 October 2025 - exercise of warrants
 f)  Place of the transaction                                     Outside a trading venue.

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         ZQ Capital Management Limited
 2   Reason for the notification
 a)  Position/status                                              Persons closely associated Mr. Zheqing Shen, Non-Executive Director of Allergy
                                                                  Therapeutics Plc.
 b)  Initial notification/Amendment                               Initial notification.
 3   Details of the issuer, UK emission allowance market participant, auction
     platform or auctioneer
 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  Warrant Instrument

 b)  Nature of the transaction                                    Issue of warrants representing subscription rights for ordinary shares of
                                                                  £0.001 each, and subsequent exercise of warrants.

 c)  Price(s) and volume(s)                                       Exercise Price(s)                         Volume(s)
     £0.04 (4 pence) per warrant                                                                            309,218,750 (issue of warrants)
     £0.04 (4 pence) per warrant                                                                            942,500,000 (exercise of warrants)
 d)  Aggregated information

     ·       - Aggregated volume                                  n/a

     ·       - Price
 e)  Date of the transaction                                      27 October 2025 - issue of warrants

29 October 2025 - exercise of warrants
 f)  Place of the transaction                                     Outside a trading venue.

 

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