REG - ZQ Capital Limited Allergy Therapeutics - Offer Closure

Allergy TherapeuticsAnnouncement

10/11/2023 07:00

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RNS Number : 0144T  ZQ Capital Limited  10 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

10 November 2023

UNCONDITIONAL MANDATORY CASH OFFER

for

ALLERGY THERAPEUTICS PLC

by

SKYGEM ACQUISITION LIMITED

OFFER CLOSURE

On 16 October 2023 SkyGem Acquisition Limited ("SkyGem") announced that it
would make an unconditional mandatory cash offer to acquire all of the issued
and to be issued shares in the capital of Allergy Therapeutics plc ("Allergy
Therapeutics") not already held by SkyGem (or any persons acting in concert
with it) (the "Offer").

The offer document containing the full terms of the Offer was published and
posted to the shareholders of Allergy Therapeutics on 19 October 2023 (the
"Offer Document").

The latest time and date by which Offer could be accepted (being 1.00 p.m.
(London time) on 9 November 2023) has now passed. As such, the Offer is now
closed for acceptances.

Acceptances

Prior to launch of the Offer, SkyGem held Allergy Therapeutics Shares
representing more than 50 per cent. of the voting rights of Allergy
Therapeutics, meaning the Offer was unconditional from the outset.

SkyGem received valid acceptances of the Offer in respect of 247,935,057
shares of Allergy Therapeutics, representing approximately 5.20 per cent. of
the issued ordinary share capital of Allergy Therapeutics. So far as SkyGem is
aware, none of these acceptances had been received from persons acting in
concert with it.

As at 1:00 pm (London time) on 9 November 2023, SkyGem, and any persons acting
in concert with it,  holds or has received valid acceptances in respect of
247,935,057 shares of Allergy Therapeutics, representing approximately 5.20
per cent. of Allergy Therapeutics' issued share capital.

In addition SkyGem, its directors and any persons acting in concert with
SkyGem hold 2,850,296,476 Allergy Therapeutics Shares, representing 59.89 per
cent. of the Enlarged Share Capital and 16,666,666 warrants (with an exercise
price of 30 pence per warrant) to convert into 16,666,666 Allergy Therapeutics
Shares, representing approximately 0.35 per cent. of the fully diluted issued
share capital of Allergy Therapeutics.

Settlement

Settlement of consideration to which any accepting Allergy Therapeutics
shareholder is entitled under the Offer shall be effected on or before 23
November 2023.

Accordingly, following settlement SkyGem, its directors and any persons acting
in concert with SkyGem will hold 3,098,231,533 Allergy Therapeutics Shares,
representing 65.10 per cent. of the Enlarged Share Capital.

General

Save as disclosed in this announcement and in the Offer Document, as at the
close of business on 8 November 2023 (being the latest practicable time and
date prior to the date of this announcement), neither SkyGem nor any of the
directors of SkyGem nor, so far as SkyGem is aware, any other person acting in
concert with SkyGem had:

a)   an interest in, or right to subscribe for, relevant securities of
Allergy Therapeutics;

b)   any  short  position  in  (whether  conditional  or  absolute
and  whether  in  the  money  or  otherwise), including any short
position under a derivative, any agreement to sell or any delivery obligation
or right to require another person to purchase or take delivery of, relevant
securities of Allergy Therapeutics;

c)   procured an irrevocable commitment or letter of intent to accept the
terms of the Offer in respect of relevant securities of Allergy Therapeutics;
or

d)   borrowed or lent any shares of Allergy Therapeutics.

Furthermore, neither SkyGem nor any director of SkyGem nor, so far as the
directors' of SkyGem are aware, any other person acting, or deemed to be
acting, in concert with SkyGem is party to any arrangement in relation to
relevant securities of SkyGem. For these purposes, an "arrangement" includes
any indemnity or option arrangement, any agreement or any understanding,
formal or informal, of whatever nature, relating to Allergy Therapeutics
shares which may be an inducement to deal or refrain from dealing in such
securities.

This announcement should be read in conjunction with the full text of the
Offer Document which can be accessed from the following link:
offer-document-final.pdf (allergytherapeutics.com)
(https://www.allergytherapeutics.com/media/1500/offer-document-final.pdf) .

Shareholders attention should be drawn to Paragraph 5, of Part I setting out
the background to and reasons for the Offer and details of the Equity
Financing.

Further information

SkyGem Acquisition Limited

Zheqing (Simon) Shen, Managing Partner and Founder           T. +852
3890 6566

 
         E. contact@zqcap.com

 

Cavendish Capital Markets Limited (Financial Adviser to ZQ Capital Management
Limited and SkyGem Acquisition Limited)

Henrik
Persson
         T. +44 (0) 20 7220 0500

Seamus Fricker

Important notices

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser to SkyGem and ZQ and no one else in connection with the
matters described in this Announcement and will not be responsible to anyone
other than SkyGem and ZQ Capital Management Limited for providing the
protections offered to clients of Cavendish or for providing advice in
connection with any matter referred to in this Announcement. Neither Cavendish
nor any of its affiliates (nor their respective directors, officers, employees
or agents) 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 Cavendish in connection with
this Announcement, any statement contained herein, the Offer or otherwise. No
representation or warranty, express or implied, is made by Cavendish as to the
contents of this Announcement.

No offer or solicitation

This announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer or invitation or the
solicitation of any offer to sell or purchase any securities or the
solicitation of any offer to otherwise acquire, subscribe for, sell or
otherwise dispose of any security pursuant to the Offer or otherwise.

Overseas jurisdictions

The availability of the Offer and 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. Allergy
Therapeutics shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their relevant
jurisdiction without delay.

Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction, and persons receiving this announcement
(including custodians, nominees and trustees) must not, directly or
indirectly, mail or otherwise distribute or send it in, into or from such
Restricted Jurisdictions as doing so may violate the securities laws of such
jurisdictions and invalidate any purported acceptance of the Offer.

This announcement has been prepared in compliance with English law and
regulation (including the Takeover Code), and the information disclosed may
not be the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws and regulations of jurisdictions
outside England.

This announcement is not an offer of securities for sale in any jurisdiction
(including any Restricted Jurisdiction).

Publication on website

A copy of this announcement and all other documents, announcements or
information published in relation to the Offer, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, will be
made available, free of charge,
at www.zqcap.com/microsite/agy_announcement.php
(http://www.zqcap.com/microsite/agy_announcement.php)
(http://www.seraphinegroupplc.com/offer)  by no later than 12 noon
(London time) on 10 November 2023. For the avoidance of doubt, the contents
of this website are not incorporated into and do not form part of this
announcement.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this announcement and all information incorporated by reference to
another source in hard copy form by contacting the Receiving Agent during
business hours on 0371 664 0321   or by submitting a request in writing to
the Receiving Agent at Link Group or by submitting a request in writing to
Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls from
within the UK are charged at the standard geographic rate and will vary by
provider. Calls outside the UK will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30 p.m.,
Monday to Friday, excluding public holidays in England and Wales. A person
may also request that all future documents, announcements and information to
be sent to that person in relation to the Offer should be in hard copy form.
For persons who receive a copy of this document in electronic form or via a
website notification, a hard copy of this document will not be sent unless so
requested.

Information relating to Allergy Therapeutics Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by Allergy Therapeutics shareholders, persons with
information rights and other persons for the receipt of communications from
Allergy Therapeutics may be provided to SkyGem during the Offer Period as
required under Section 4 of Appendix 4 to the Takeover Code.

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 10(th) Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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.

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 FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

 

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