REG - ZQ Capital Limited Allergy Therapeutics - Form 8 (OPD) SkyGem Acquisition Limited

Allergy TherapeuticsAnnouncement

17/04/2023 10:45

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RNS Number : 4316W  ZQ Capital Limited  17 April 2023

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     SkyGem Acquisition Limited which is an indirect wholly-owned subsidiary of
                                                                                 funds managed by

ZQ Capital Management Limited
 (b) Owner or controller of interests and short positions disclosed, if          ZQ Capital Management Ltd
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Allergy Therapeutics plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         14 April 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          1p Ordinary Shares

                                                                      Interests           Short positions

                                                                      Number       %      Number    %
 (1) Relevant securities owned and/or controlled:                     173,334,694  25.52  Nil       -
 (2) Cash-settled derivatives:                                        Nil                 Nil       -

 (3) Stock-settled derivatives (including options) and agreements to  Nil                 Nil       -
 purchase/sell:
                                                                      173,334,694  25.52  Nil       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:


 3(a) Interests held by persons acting in concert with Skygem Acquisition
 Limited in Allergy Therapeutics plc ordinary shares

Name                Number of ordinary shares  Percentage of total issued share capital
 Mr Shen Zheqing     90,000                     0.01%
 ZQ Capital Limited  315,343                    0.04%

 

 3(b) Rights to subscribe held by persons acting in concert with Skygem
 Acquisition Limited in respect of Allergy Therapeutics plc ordinary shares

Name                           Type of instrument  Number      Exercise price                Expiry date
 ZQ Capital Management Limited  Warrants            16,666,666  30 pence                      28 February 2028

                                 (no other vesting criteria)

 

3(b) Rights to subscribe held by persons acting in concert with Skygem
Acquisition Limited in respect of Allergy Therapeutics plc ordinary shares

 

 Name                           Type of instrument  Number      Exercise price                Expiry date
 ZQ Capital Management Limited  Warrants            16,666,666  30 pence                      28 February 2028

                                                                (no other vesting criteria)

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"
 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  17 April 2023
 Contact name:        Pam Poon
 Telephone number:    +852 3890 6502

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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