REG - ZQ Capital Limited Allergy Therapeutics - Unconditional Mandatory Cash Offer
16/10/2023 08:15
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RNS Number : 1495Q ZQ Capital Limited 16 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
16 October 2023
FOR IMMEDIATE RELEASE
UNCONDITIONAL MANDATORY CASH OFFER
for
ALLERGY THERAPEUTICS PLC
("Allergy Therapeutics" or the "Company")
by
SKYGEM ACQUISITION LIMITED ("SkyGem")
which is an indirect wholly-owned subsidiary of funds managed by
ZQ Capital Management Limited (collectively, "ZQ")
· The Equity Conditions referred to in SkyGem's announcement on 6 April 2023 of a possible mandatory offer (the "Prior Announcement") have been satisfied.
· The Equity Financing referred to in the Prior Announcement has now completed.
· SkyGem has now acquired more than 30 per cent. of the Allergy Therapeutics Shares.
· SkyGem announces its firm intention to make a mandatory offer for all outstanding Allergy Therapeutics Shares, as required under the Code as a result of completion of the Equity Financing.
· SkyGem has received from Southern Fox an irrevocable undertaking not to accept the Offer. Southern Fox holds 27.50 per cent. of the Company's issued share capital.
1. Introduction
Following completion of the Equity Financing referred to in the Prior
Announcement, SkyGem has today acquired 2,676,556,439 Allergy Therapeutics
Shares at a price of 1 pence in cash per Allergy Therapeutics Share. SkyGem,
and persons acting in concert with it, now holds 2,850,296,476 Allergy
Therapeutics Shares, representing 59.96 per cent. of the Allergy Therapeutics
Shares and voting rights of Allergy Therapeutics.
As a consequence of SkyGem's interest in Allergy Therapeutics Shares exceeding
30 per cent. of the issued share capital of Allergy Therapeutics following
completion of the Equity Financing, SkyGem is required, pursuant to Rule 9 of
the Takeover Code, to make a mandatory cash offer (the "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. As
SkyGem's holding of Allergy Therapeutics Shares already carries more than 50
per cent. of the voting rights of Allergy Therapeutics, the Offer is
unconditional from the outset.
SkyGem will make the Offer through the dispatch of the Offer Document and Form
of Acceptance, both of which will be posted to Allergy Therapeutics
Shareholders (or made available electronically in accordance with the Takeover
Code). The Offer Document will contain the formal terms of the Offer and the
views of the Allergy Therapeutics Independent Directors on the Offer. With the
consent of the Panel and the Allergy Therapeutics Board, the Offer Document is
expected to be posted to Allergy Therapeutics Shareholders shortly and in any
event no later than 28 days from the date of this announcement (or made
available electronically in accordance with the Takeover Code).
2. The Offer
Under the terms of the Offer, which will be subject to the further terms set
out in Appendix 1 to this Announcement and to the full terms to be set out in
the Offer Document and, in respect of Allergy Therapeutics Shares held in
certificated form, the related Form of Acceptance, Allergy Therapeutics
Shareholders shall be entitled to receive:
1 pence in cash for each Allergy Therapeutics Share
The cash consideration implies a value of approximately £47.91 million for
the issued and to be issued share capital (excluding warrants) of Allergy
Therapeutics. The Offer represents:
· a discount of 26 per cent. to the closing price of 1.35 pence per
Allergy Therapeutics Share on 13 October 2023 (being the latest practicable
date before the publication of this Announcement); and
· a discount of 84 per cent. to the closing price of 6.25 pence per
Allergy Therapeutics Share on 5 April 2023 (being the last Business Day prior
to the commencement of the Offer Period).
Allergy Therapeutics Shares acquired from Allergy Therapeutics Shareholders
who accept the Offer will be acquired fully paid and free from all liens,
charges, equities, encumbrances, rights of pre-emption and any other third
party rights or interest of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and the rights
to receive and retain in full all dividends and distributions (if any)
announced, declared, made or paid with a record date on or after the date of
this Announcement.
If, on or after the date of this Announcement, any dividend and/or other
distribution and/or other return of capital is declared, made or paid or
becomes payable in respect of Allergy Therapeutics Shares, SkyGem reserves the
right to reduce the consideration payable under the terms of the Offer by an
amount up to the amount of such dividend and/or distribution and/or return of
capital, in which case any reference in this Announcement to the consideration
payable under the Offer will be deemed to be a reference to the consideration
as so reduced. Any exercise by SkyGem of its rights referred to in this
paragraph shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
terms of the Offer. In such circumstances, Allergy Therapeutics Shareholders
would be entitled to retain any such dividend, distribution or other return of
capital declared, made or paid or which becomes payable.
The Offer will extend to all issued Allergy Therapeutics Shares which are
unconditionally allotted and/or issued and fully paid (or credited as fully
paid) before the Offer closes other than the Allergy Therapeutics Shares held
by ZQ. This will include any Allergy Therapeutics Shares arising pursuant to
the exercise of options under the Allergy Therapeutics Long Term Share
Incentive Plan 2013.
The Offer is subject to valid acceptances being received from Allergy
Therapeutics Shareholders but is not subject to any minimum level of
acceptance and is therefore unconditional. Certain further terms of the Offer
are set out in Appendix 1 of this Announcement.
Holders of options pursuant to the Allergy Therapeutics Long Term Share
Incentive Plan 2013 will be contacted regarding the effect of the mandatory
offer on their rights under the Allergy Therapeutics Long Term Share Incentive
Plan 2013. Holders of outstanding options under the Allergy Therapeutics Long
Term Share Incentive Plan 2013 (the "Options") may exercise their Options
until 16 November 2023, following which they will lapse and shall no longer be
capable of being exercised and the holders of such Options shall have no
further rights to the underlying Allergy Therapeutics Shares. Holders of the
Options may participate in the Offer by exercising their Options before the
date on which the Offer closes. Holders of the Options may exercise their
Options after the date on which the Offer closes but before 16 November 2023,
but may not participate in the Offer and will continue to hold the Allergy
Therapeutics Shares.
3. Background to and reasons for the Offer
On 4 October 2022, Allergy Therapeutics announced a pause in production at its
Freeman facility, part of its Worthing, UK manufacturing site. This followed
an internal review of Allergy Therapeutics' current operating processes to
improve the robustness of its quality systems and build capacity across its
manufacturing facilities. As a result of the manufacturing pause occurring
during a period of peak production prior to the start of the pollen season,
Allergy Therapeutics' sales for the financial year ended 30 June 2023 were
£61.0 million, a 16 per cent. reduction compared to £72.8 million in 2022.
The pause in manufacturing caused a material gap in funding which resulted in
Allergy Therapeutics entering into the Loan Facility with SkyGem (acting via
SkyGem International Holdings Limited) and Southern Fox.
Following a thorough internal review of the Allergy Therapeutics business by
Allergy Therapeutics' management, and careful consideration of the potential
funding options and other strategic alternatives that are available to the
Allergy Therapeutics Board, the Allergy Therapeutics Board announced that it
believes Allergy Therapeutics' portfolio of products and clinical pipeline
remain highly valuable and that, accordingly, it was in the best interests of
Allergy Therapeutics and Allergy Therapeutics Shareholders to continue to fund
the ongoing operations of the business via the Loan Facility. SkyGem was (and
remains) fully supportive of the Allergy Therapeutics Board's conclusion and
was willing to fund Allergy Therapeutics' short term cash needs through the
Loan Facility and subsequent Equity Financing.
Details of the Loan Facility and the Equity Financing were contained in the
Financing Announcement announced by Allergy Therapeutics on 6 April 2023. The
Equity Financing was completed and announced by Allergy Therapeutics in the
Equity Announcement on 13 October 2023. The proceeds of the Equity Financing
have been used to repay the amounts owed under the Loan Facility Agreement
(including principal amounts drawn and accrued interest and fees) and Equity
Commitment Agreement. The Loan Facility was used to refinance £10 million of
loan notes issued to ZQ and Southern Fox on 28 February 2023, to facilitate
the continuation of the Allergy Therapeutics Group's G306 Trial, to continue
other key clinical trial activities including the Peanut Phase I PROTECT Trial
and to finance trading and provide working capital.
On 26 September 2023, Allergy Therapeutics entered into an amendment to the
Loan Facility Agreement with SkyGem and Southern Fox (the "Extension
Facility") pursuant to which, subject to completion of the Equity Financing,
the repayment of all amounts due under the Loan Facility in full and the grant
of the Additional Security, SkyGem and Southern Fox have agreed, on an
uncommitted basis, to make available to Allergy Therapeutics an additional
total principal sum of up to £15 million (the "Additional Facility Amount").
Under the Extension Facility, the Additional Facility Amount may be drawn by
Allergy Therapeutics during the period to 31 January 2024 with a minimum
drawdown amount of £3 million per utilisation and interest of 18 per cent.
per annum shall be payable on any such amounts drawn. A drawdown under the
Extension Facility shall require the consent of SkyGem and Southern Fox and as
such the Additional Facility Amount does not represent committed funding. The
Extension Facility must be repaid in full by 31 December 2025. To provide
security for any amounts drawn under the Extension Facility, the existing
security package under the Loan Facility Agreement will remain in place
following repayment of the Loan Facility on or around completion of the Equity
Financing and the Additional Security will be granted. Allergy Therapeutics is
responsible for the fees, costs and expenses of SkyGem and Southern Fox in
connection with the Extension Facility up to a cap of £50,000, but otherwise
there are no associated commitment, underwriting or other fees payable by
Allergy Therapeutics.
Notwithstanding the Equity Financing, the Allergy Therapeutics Board
anticipates that additional funding will be required during November 2023
onwards for trading, working capital, capital expenditure and continuing
R&D programmes including the G306 Trial which is currently scheduled for
interim data read out in or around November 2023. This requirement may be
extended into early 2024 subject to further cost control initiatives, working
capital management and timing and volume of sales in the quarter to 31
December 2023. Discussions with certain shareholders are ongoing regarding the
size and source of future funding. These discussions continue to be positive.
Whilst there are no binding arrangements at this stage, Allergy Therapeutics
has entered into the Extension Facility, although this does not represent
committed funding.
SkyGem has been a shareholder in Allergy Therapeutics since 2019, having made
regular acquisitions of Allergy Therapeutics Shares. Throughout its tenure as
a shareholder, SkyGem has, and still holds the belief that Allergy
Therapeutics has the potential to become one of the most prominent allergy
immunotherapy companies globally, and accordingly, has sought to be supportive
towards management in the strategic ambitions of Allergy Therapeutics,
including advancing Allergy Therapeutics' products into the US market.
Notwithstanding the Extension Facility, SkyGem acknowledges the fact that any
risk to adequate funding being secured over the near-term will likely present
extreme challenges to the viability and future prospects of Allergy
Therapeutics' business and may result in a material loss of shareholder value.
Consequently, SkyGem agreed to participate in the Equity Financing (and the
Extension Facility) to provide the necessary capital Allergy Therapeutics
needs to endure this period of financial difficulty and to continue Allergy
Therapeutics' clinical trials programme (in particular, the pivotal G306
Trial). A pause, or a negative outcome, in these trials would have both direct
and indirect adverse impacts on Allergy Therapeutics and its future commercial
prospects.
As a result of the completion of the Equity Financing, SkyGem is required to make a mandatory 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 share.
4. Irrevocable undertaking
SkyGem has received an irrevocable undertaking from Southern Fox not to accept
the Offer in respect of its holding of 1,307,377,398 Allergy Therapeutics
Shares, representing 27.50 per cent. of the Allergy Therapeutics Shares and
voting rights. As a result of this, SkyGem will not be able to reach the 90
per cent. threshold of acceptances in relation to the Offer that would enable
it to 'squeeze out' minority shareholders in accordance with section 979 of
the Companies Act.
The irrevocable undertaking will lapse (i) on the earlier of (x) 6 January
2024 and (y) the date of G306 Trial Failure (as such term is defined in the
Equity Commitment Agreement) or (ii) such other date as SkyGem and Southern
Fox may agree in writing.
5. Information about SkyGem
SkyGem, a private company limited by shares incorporated in England and Wales in 2018, was established for the purposes of ZQ acquiring an interest in Allergy Therapeutics Shares. SkyGem is not a trading company and since incorporation has not engaged in any activities save for transactions relating to the Offer for Allergy Therapeutics Shares. SkyGem is an indirect wholly-owned subsidiary of funds managed by ZQ.
6. Information about ZQ
ZQ is a fast-growing private equity investment firm in Asia. Since its
inception in 2016, ZQ has sourced, executed and exited over US$500 million of
investments with a strong track record. With seven investment professionals
based in Hong Kong, Shanghai and Singapore, ZQ focusses on long-term
investment and partnering with mature global businesses with promising growth
potential and capable of delivering steady cashflow in less volatile markets,
such as healthcare and consumer products.
ZQ's founder, Mr. Zheqing (Simon) Shen, has over a decade of professional
experience in investment banking and private equity investment. Prior to
founding ZQ, he was Managing Director and Head of China Financial Institutions
Group at Barclays. Mr Shen's previous experience also includes working as an
investment banker for Goldman Sachs in both its New York and Hong Kong
offices, having advised many corporations globally in connection with their
capital markets and M&A activities. Mr Shen has extensive knowledge of
capital markets and wide connections with entrepreneurs and corporations in
Asia and serves as a director on the boards of several public companies in the
US, Europe and Asia.
Mr. Shen is also a non-executive director of Allergy Therapeutics, having been
appointed to the board on 6 December 2022.
ZQ's team of investment professionals have decades of combined investment and
deal-making experience in Europe, the US and Asia, across a range of sectors
including healthcare, consumer, TMT and environmental-related services.
7. Intentions of SkyGem
Intentions for the future business of Allergy Therapeutics
SkyGem intends to continue to support Allergy Therapeutics' existing business plan and foresees no significant changes to it. In addition, SkyGem intends to continue to be financially supportive such that Allergy Therapeutics' growth and earning potential is optimized going forward.
Furthermore, SkyGem believes its key relationships and capabilities within Asia can unlock additional value for Allergy Therapeutics due to the access it provides to key markets for Allergy Therapeutics' products.
Intentions for headquarters, locations, fixed assets and research and
development
SkyGem does not intend to make any changes to Allergy Therapeutics' business (including its research and development function) or broader strategic plans, or locations and places of business (including its headquarters and headquarters functions) and does not intend to redeploy any of Allergy Therapeutics' fixed assets.
Intentions for management and employees
SkyGem attaches great importance to the skills and experience of the employees
and management team of Allergy Therapeutics and its subsidiaries and
consequently, SkyGem does not intend to cause Allergy Therapeutics or its
subsidiaries to effect any material change with regard to: (i) the continued
employment of its employees and managers and (ii) the conditions of employment
or balance of skills and functions of the management of Allergy Therapeutics
or its subsidiaries.
Intentions for existing rights and end of service benefits
SkyGem intends that, following completion of the Offer, the existing
contractual and employment rights (including Allergy Therapeutics' pension
schemes) of Allergy Therapeutics' management and employees will be respected
in accordance with applicable law. SkyGem does not intend to make any material
changes to the terms and conditions of Allergy Therapeutics' pension schemes,
including the employer contributions, accrual of benefits for existing members
or the rights of admission of new members.
Intentions for management incentivisation arrangements
SkyGem has not entered into, and has not discussed, any form of
incentivisation arrangements with members of Allergy Therapeutics' management.
SkyGem intends to put in place incentive arrangements for certain members of
the Allergy Therapeutics management team following completion of the Offer.
Intentions for trading facilities
SkyGem recognises the benefits to Allergy Therapeutics and Allergy
Therapeutics Shareholders of a public market listing and supports Allergy
Therapeutics' continuing admission to AIM. Therefore, SkyGem does not intend
to procure that Allergy Therapeutics makes an application to cancel trading in
Allergy Therapeutics Shares on AIM.
Post-offer undertakings
No statements in this paragraph 7 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
8. Financing of the Offer and cash confirmation
The cash consideration payable by SkyGem pursuant to the Offer will be
financed by existing cash resources available to entities under common control
with ZQ which have been transferred to SkyGem.
Cavendish as financial adviser to SkyGem, confirms that it is satisfied that
sufficient resources are available to SkyGem to enable it to satisfy in full
the cash consideration payable to Allergy Therapeutics Shareholders in the
event of full acceptance of the Offer.
9. Rule 9.5 dispensation and Rule 2.4(c)(iii) clarification
The Offer is being made in accordance with Rule 9 of the Code as a consequence
of SkyGem's subscription for 2,676,556,439 shares pursuant to the Equity
Financing.
ZQ (acting through SkyGem) subscribed for 30,000,000 new Allergy Therapeutics
Shares at a price of 20 pence per share on 19 October 2022, as set out in
Allergy Therapeutics' announcement of 29 September 2022 entitled "Subscription
and Debt Financing". This subscription was made prior to any consideration of
the Offer and prior to Allergy Therapeutics' voluntary pause in production and
the consequent deterioration in Allergy Therapeutics' financial position and
prospects.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer. With the agreement of Allergy Therapeutics,
SkyGem has received a dispensation from the Panel Executive in respect of the
minimum price of the Offer and pursuant to Note 3 to Rule 9.5, such that it
may be made at the price of 1 pence per Allergy Therapeutics Share and the
circumstances set out above. This price is the same as the Issue Price of the
Equity Financing.
10. Publication on website and requesting hard copies of documents
Copies of the following documents will be made available in accordance with
Rule 26 of the Takeover Code subject to certain restrictions relating to
persons resident in Restricted Jurisdictions on ZQ's website at
www.zqcap.com/microsite/agy_announcement.php
(https://protect-us.mimecast.com/s/Cx8ZC5yWAxSZQ6Vj7SOwAQ5?domain=zqcap.com)
by no later than 12 noon (London time) on the Business Day following the date
of this Announcement:
· this Announcement;
· the irrevocable undertaking referred to in paragraph 4 above;
· the intra-group loan agreement between SkyGem and Tahiti Wealth
Holdings Limited dated 6 April 2023 relating to the financing of the Offer;
· the consent letter of Cavendish; and
· the consent letter of Panmure Gordon.
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.
Pursuant to Rule 30.3 of the 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 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 Announcement in electronic form or via a website notification, a hard
copy of this Announcement will not be sent unless so requested from Zheqing
(Simon) Shen at ZQ (contact details of whom are set out in the above Enquiries
section), or Allergy Therapeutics' registrar, Link Group at 10th Floor,
Central Square, 29 Wellington Street, Leeds, LS1 4DL or by calling Link Group
on +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m.
(London time), Monday to Friday (excluding public holidays in England and
Wales). Please note that Link Group cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.
11. Overseas Shareholders
The availability of the Offer to Allergy Therapeutics Shareholders who are not
resident in the UK may be affected by the laws and/or regulations of their
relevant jurisdiction. Therefore, such persons should inform themselves about
and observe any applicable legal or regulatory requirements in their
jurisdiction. Further details in relation to Overseas Shareholders will be set
out in the Offer Document. If you are in any doubt regarding such matters, you
should consult your professional adviser in the relevant jurisdiction without
delay.
This Announcement does not constitute an offer for sale for any securities or
an offer or an invitation to purchase any securities.
12. Disclosure of interests
SkyGem, its directors and any persons acting in concert with SkyGem hold
2,850,296,476 Allergy Therapeutics Shares, representing 59.96 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.
Except for the interests referred to above, as at the Last Practicable Date,
neither SkyGem, nor any of its directors nor any person acting in concert with
SkyGem, had:
· any interest in, or right to subscribe for any Allergy
Therapeutics Share;
· any short position in Allergy Therapeutics Shares, including any
short position under a derivative, any agreement to sell, any delivery
obligation or right to require another person to purchase or take delivery of
Allergy Therapeutics Shares;
· borrowed or lent any Allergy Therapeutics Shares or entered into
any financial collateral arrangements relating to Allergy Therapeutics Shares;
· entered any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Code in relation to relevant
securities of Allergy Therapeutics.
13. Consents
Cavendish has given and not withdrawn its consent to the publication of this
Announcement with the inclusion herein of the references to its name in the
form and context in which such references appear.
Panmure Gordon has given and not withdrawn its consent to the publication of
this Announcement with the inclusion herein of the references to its name in
the form and context in which such references appear.
14. Enquiries
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
Allergy Therapeutics
Manuel Llobet, Chief Executive
Officer
T. +44 (0)1903 845 820
Shaun Furlong, Chief Financial Officer
Panmure Gordon (UK) Limited (Rule 3 Adviser, Financial Adviser, Nominated
Adviser and Broker to Allergy Therapeutics)
Emma Earl, Mark Rogers, Freddy Crossley, Corporate Finance T. +44 (0)20
7886 2500
Rupert Dearden, Corporate Broking
Goodwin Proctor (UK) LLP is providing legal advice to SkyGem and ZQ. Cooley
(UK) LLP is providing legal advice to Allergy Therapeutics.
Important Notes
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 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.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser to Allergy Therapeutics and no one else in connection
with the matters described in this Announcement and will not be responsible to
anyone other than Allergy Therapeutics for providing the protections offered
to clients of Panmure Gordon or for providing advice in connection with any
matter referred to in this Announcement. Neither Panmure Gordon 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 Panmure Gordon in connection with this
Announcement, any statement contained herein, the Offer or otherwise. No
representation or warranty, express or implied, is made by Panmure Gordon as
to the contents of this Announcement.
The SkyGem Directors accept responsibility for the information contained in
this Announcement relating to SkyGem. To the best of the knowledge and belief
of the SkyGem Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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. The
Offer will be made solely by the Offer Document (together with, in the case of
Allergy Therapeutics Shares in certificated form, the Form of Acceptance),
which will contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Allergy Therapeutics Shareholders
should carefully read the Offer Document (and, if they hold their Allergy
Therapeutics Shares in certificated form, the Form of Acceptance) in its
entirety before making a decision with respect to the Offer. Any decision in
respect of, or other response to, the Offer should be made only on the basis
of the information in the Offer Document and Form of Acceptance as applicable.
The full terms and conditions of the Offer (including details of how the Offer
may be accepted) will be set out in the Offer Document and, in the case of
certificated Allergy Therapeutics Shares, the related Form of Acceptance. The
Offer will be made solely through the Offer Document and, in the case of
certificated Allergy Therapeutics Shares, the Form of Acceptance, and any
acceptance of the Offer should be made only on the basis of the information
contained in the Offer Document and, in the case of certificated Allergy
Therapeutics Shares, the Form of Acceptance.
It is intended that the Offer Document and Form of Acceptance containing
further details of the Offer will be despatched to Allergy Therapeutics
Shareholders (other than to persons in a Restricted Jurisdiction) no later
than 28 days after the date of this Announcement (unless agreed otherwise with
the Panel).
This Announcement does not constitute a prospectus or prospectus equivalent
document.
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).
Notice to US shareholders
The 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 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 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 Offer is being made to US shareholders on the same terms and conditions as
those made to all other Allergy Therapeutics Shareholders to whom the Offer is
made. All information documents disseminated by SkyGem regarding the Offer
will be disseminated to US shareholders of Allergy Therapeutics on a basis
comparable to the method pursuant to which those documents are provided to all
other Allergy Therapeutics Shareholders.
The receipt of cash pursuant to the Offer by a US shareholder as consideration
for the transfer of its Allergy Therapeutics Shares pursuant to the 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 Allergy Therapeutics Shareholder is urged to consult its
independent professional adviser immediately regarding the tax consequences of
acceptance of the Offer.
Neither the 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 Offer. Any
representation to the contrary is a criminal offence in the United States.
Forward-looking statements
This Announcement, including any information incorporated by reference in this
Announcement, contains certain forward-looking statements. The forward-looking
statements contained herein include statements about the expected effects of
the Offer on SkyGem and the Allergy Therapeutics Group, strategic options, the
expected timing and scope of the Offer, and all other statements in this
Announcement other than historical facts. These statements are based on the
current expectations and are naturally subject to uncertainty and changes in
circumstances. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "budget",
"schedule", "forecast", "project", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", "subject to", or other
words of similar meaning. By their nature, forward-looking statements involve
known and unknown risks and uncertainties, because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results, outcomes and developments to differ
materially from those expressed in, or implied by, such forward-looking
statements and such statements are, therefore, qualified in their entirety by
the risks and uncertainties surrounding these future expectations. Many of
these risks and uncertainties relate to factors that are beyond those making
the forward-looking statements ability to control or estimate precisely, such
as, but not limited to, general business and market conditions both globally
and locally, political, economic and regulatory forces, industry trends and
competition, future exchange and interest rates, changes in government and
regulation including in relation to health and safety, the environment, labour
relations and tax rates and future business combinations or dispositions.
Although SkyGem believes that the expectations reflected in such
forward-looking statements are reasonable, SkyGem cannot give any assurance,
representation or guarantee that such expectations will prove to have been
correct and such forward-looking statements should be construed in light of
such factors and you are, therefore, cautioned not to place reliance on these
forward-looking statements which speak only as at the date of this
Announcement. SkyGem assumes no obligation to update or correct the
information contained in this Announcement (whether as a result of new
information, future events or otherwise),except as required by applicable law
or regulation.
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 Disclosures
In accordance with Rule 2.9 of the Takeover Code, the Allergy Therapeutics
confirms that, as at 16 October 2023, it has 4,753,717,153 Ordinary Shares of
0.1 pence each in issue and admitted to trading on the London Stock Exchange.
Allergy Therapeutics currently does not hold any Ordinary Shares in treasury.
Allergy Therapeutics' International Securities Identification Number ("ISIN")
is GB00B02LCQ05.
Dividends
If any dividend or other distribution is declared, made or paid in respect of
Allergy Therapeutics Shares on or after the date of this Announcement, SkyGem
reserves the right to reduce any price paid for any Allergy Therapeutics
shares subject to the Offer by the amount of such dividend or other
distribution in which case any reference in this Announcement to the price per
Allergy Therapeutics share payable under the Offer will be deemed to be a
reference to that price so reduced. In such circumstances, Allergy
Therapeutics Shareholders would be entitled to receive and retain any such
dividend or other distribution.
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.
Purchases outside the Offer
SkyGem or its nominees or brokers (acting as agents) may purchase Allergy
Therapeutics Shares otherwise than under the 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.
Electronic Communication
Please be aware that addresses, electronic addresses and certain information
provided by Allergy Therapeutics Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Allergy
Therapeutics may be provided to SkyGem during the Offer Period as requested
under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus equivalent
document.
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.
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 appropriately authorised
independent financial adviser.
APPENDIX 1
FURTHER TERMS OF THE OFFER
1. The Offer is unconditional from the outset and is therefore
not subject to the satisfaction of any condition.
2. The Offer will be governed by English law and be subject to
the further terms set out in this Appendix 1 and to be set out in the Offer
Document and the Form of Acceptance. The Offer will be subject to the
applicable rules, regulations and requirements of the Financial Conduct
Authority, the Panel, the AIM Rules for Companies and the Code. This
Announcement does not constitute, or form part of, an offer or invitation to
purchase Allergy Therapeutics Shares or any other securities.
3. Any Allergy Therapeutics Shares acquired by SkyGem in
connection with the Offer will be acquired fully paid and free from all liens,
equitable interests, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature whatsoever and
together with all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this Announcement.
4. If, on or after the date of this Announcement any dividend
and/or other distribution and/or other return of capital is declared, made or
paid or becomes payable in respect of the Allergy Therapeutics Shares, SkyGem
reserves the right to reduce the consideration payable under the terms of the
Offer for the Allergy Therapeutics Shares by an amount up to the amount of
such dividend and/or distribution and/or return of capital, in which case any
reference in this Announcement or in the Offer Document to the consideration
payable under the terms of the Offer will be deemed to be a reference to the
consideration as so reduced. To the extent that any such dividend and/or
distribution and/or other return of capital is declared, made or paid or is
payable and it is: (i) transferred pursuant to the Offer on a basis which
entitles SkyGem to receive the dividend or distribution and to retain it; or
(ii) cancelled, the consideration payable under the terms of the Offer will
not be subject to change in accordance with this paragraph. Any exercise by
SkyGem of its rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Offer.
5. The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any facility
of a national securities exchange of, any Restricted Jurisdiction and the
Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within, any Restricted Jurisdiction.
6. In deciding whether or not to accept the Offer in respect
of their Allergy Therapeutics Shares, Allergy Therapeutics Shareholders should
rely on the information contained in, and follow the procedures described in,
the Offer Document and (if they hold their Allergy Therapeutics Shares in
certificated form) the Form of Acceptance which will be posted to Allergy
Therapeutics Shareholders (other than to any Allergy Therapeutics Shareholders
with addresses in any Restricted Jurisdiction) as soon as reasonably
practicable and in any event within 28 days of the date of this Announcement.
SkyGem may seek the consent of Allergy Therapeutics to despatch the Offer
Document and Form of Acceptance to Allergy Therapeutics Shareholders within 14
days of this Announcement.
7. The Offer will be made on the further terms and will be
subject to the further terms which are set out in this Appendix 1, those terms
which will be set out in the Offer Document and (in respect of Allergy
Therapeutics Shares in certificated form) the Form of Acceptance and such
further terms as may be required to comply with the Takeover Code and
applicable law.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the bases of calculation and sources of information are used as
described below:
1. Unless otherwise stated, all financial information relating
to Allergy Therapeutics has been extracted or derived (without any adjustment)
from the annual report and accounts of Allergy Therapeutics for the year ended
30 June 2022, the Company's interim results for the six months ended 31
December 2022 and the Company's open offer circular published on 27 September
2023.
2. The value attributable to the fully diluted issued share
capital of Allergy Therapeutics is based on the Enlarged Share Capital and
37,486,748 Allergy Therapeutics Shares subject to options under the Allergy
Therapeutics Long Term Share Incentive Plan 2013 and the 33,333,332 warrants
to subscribe for 33,333,332 Allergy Therapeutics Shares.
3. The international securities identification number for
Allergy Therapeutics Shares is GB00B02LCQ05.
4. Unless otherwise stated, all closing prices have been
derived from Factset
5. Unless otherwise stated, all volume weighted average prices
have been derived from Factset.
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
Additional Facility Amount the total principal sum of up to £15 million which, subject to the
satisfaction of certain conditions in the Extension Facility including the
consent of SkyGem and Southern Fox, may be drawn by Allergy Therapeutics under
the terms of the Extension Facility
Additional Security a supplemental English law security over substantially all of the assets of
Allergy Therapeutics and its subsidiaries incorporated in England and Wales
securing the Additional Facility Amount
Admission the admission to trading on AIM of the new Allergy Therapeutics Shares issued
on the date of this Announcement pursuant to the Equity Financing in
accordance with the AIM Rules
AIM the market of that name operated by the London Stock Exchange
Allergy Therapeutics Board the board of directors of Allergy Therapeutics
Allergy Therapeutics Independent Directors Allergy Therapeutics Board other than Zheqing (Simon) Shen
Allergy Therapeutics or the Company Allergy Therapeutics plc, a public limited company incorporated in England and
Wales with company number 05141592
Allergy Therapeutics Group Allergy Therapeutics and its subsidiary undertakings (as defined in the
Companies Act) and, where the context permits, each of them
Allergy Therapeutics Shares ordinary shares of 0.1 pence each in the capital of Allergy Therapeutics
Allergy Therapeutics Long Term Share Incentive Plan 2013 the Allergy Therapeutics Long Term Share Incentive Plan 2013 (as amended)
Allergy Therapeutics Shareholders holders of Allergy Therapeutics Shares
Announcement this Announcement of which the Appendices form part
April Circular the circular posted to Allergy Therapeutics Shareholders on 11 April 2023
which outlined details of the Equity Financing
Business Day any day other than (a) a Saturday or Sunday or (b) any day on which banks
located in London, United Kingdom, Cayman Islands and Hong Kong are authorised
or obligated to close
Cavendish Cavendish Capital Markets Limited, financial adviser to SkyGem and ZQ
certificated a share or other security, title to which is recorded in the relevant register
as being held in certificated form
Code or Takeover Code the City Code on Takeovers and Mergers
Companies Act the UK Companies Act 2006, as amended from time to time
Daily Official List the Daily Official List published by the London Stock Exchange
Dealing Disclosure as defined in the Takeover Code
Enlarged Share Capital the issued share capital of Allergy Therapeutics immediately following
Admission being 4,753,717,153 Allergy Therapeutics Shares
Equity Announcement the Company's announcement named 'Result of Open Offer and Subscription',
confirming completion of the Equity Financing, announced on 13 October 2023
Equity Commitment Agreement means the equity commitment agreement dated 6 April 2023 between Allergy
Therapeutics, Southern Fox and SkyGem, details of which are set out in
paragraph 8(a)(i) of Appendix III of the Offer Document
Equity Financing the subscription and the open offer, as initially announced in the Financing
Announcement and completed on 16 October 2023
Extension Facility the amendment to the Loan Facility Agreement by way of an amendment letter
dated 26 September 2023 pursuant to which, subject to completion of the Equity
Financing, the repayment of all amounts due under the Loan Facility in full
and the grant of the Additional Security, SkyGem and Southern Fox have agreed
to make available to the Company the Additional Facility Amount on an
uncommitted basis
FCA the Financial Conduct Authority or its successor from time to time
Financing Announcement the Company's announcement named '£40.75 million Loan Facility with Equity
Financing', announced on 6 April 2023
Form of Acceptance the form of acceptance relating to the Offer which, where appropriate, will
accompany the Offer Document
FSMA UK Financial Services and Markets Act 2000, as amended
G306 Trial Allergy Therapeutics' pivotal Phase III G306 trial for Grass MATA MPL
G306 Trial Failure if the G306 Trial is terminated or if G306 Trial Success does not occur
G306 Trial Success in respect of the G306 Trial, the first date on which, using the primary
efficacy measure, the investigational medicinal product has:
(a) achieved an average treatment effect which is at least 25 per cent.
higher in the treatment group compared to placebo; or
(b) achieved a treatment effect that is less than 25 per cent. in the
treatment group compared to placebo but (i) following consultation with the
relevant regulatory authority, the results of the G306 Trial are stated by
such regulatory authority to be sufficient to support the submission of a
marketing authorisation application in Germany for the investigational
medicinal product tested in the G306 Study without conducting further phase
III clinical trials (except for the commencement of the planned G308 multiyear
paediatric study); or (ii) a marketing authorisation application is submitted
in respect of the investigational medicinal product tested in the G306 Trial
hard copy form a document, an announcement or any information will be sent in hard copy form
if it is sent in a paper copy or similar form capable of being read
Issue Price 1 pence per new share in respect of the Equity Financing
Last Practicable Date 13 October 2023
Loan Facility the secured term loan facility in an aggregate principal amount of £40.75
million made available to the Company by Southern Fox and SkyGem pursuant to
the Loan Facility Agreement
Loan Facility Agreement the senior secured facility agreement dated 6 April 2023 between, amongst
others, Allergy Therapeutics and SkyGem International Holdings Limited (acting
as arranger, agent, security agent and original lender) details of which are
set out in Section A (The Facility Agreement) of Part II (Details of the
Transaction) of the April Circular
London Stock Exchange London Stock Exchange plc or its successor from time to time
MATA Modified Allergen Tyrosine Adsorbed
MPL Monophosphoryl Lipid A, a non-toxic derivative of lipopolysaccharide that
allows SIT treatment course to be shortened
Offer the mandatory cash offer to be made by SkyGem to all other shareholders of
the Company to acquire the entire issued and to be issued share capital of the
Company pursuant to Rule 9 of the Takeover Code, where the context so
requires, any revision, variation, extension or renewal of such offer
Offer Document the formal document setting out the full terms and conditions of the Offer, to
be posted to Allergy Therapeutics Shareholders (other than certain Overseas
Shareholders)
Offer Period the offer period (as defined in the Takeover Code) relating to the Company
that commenced on 6 April 2023 and ending on the earlier of the date on which
the Offer became unconditional (or such other date as the Panel may decide)
Opening Position Disclosure as defined in the Takeover Code
Options outstanding options under the Allergy Therapeutics Long Term Share Incentive
Plan 2013
Overseas Shareholders Allergy Therapeutics Shareholders whose registered address is outside the
United Kingdom or who are citizens or residents of countries other than the
United Kingdom
Panel the UK Panel on Takeovers and Mergers
Panmure Gordon Panmure Gordon (UK) Limited, Rule 3 Adviser, Financial Adviser, Nominated
Adviser and Broker to Allergy Therapeutics
Prior Announcement the announcement released by ZQ Capital Limited on 6 April 2023 entitled
'Statement Regarding Possible Mandatory Cash Offer'
relevant securities as defined in the Takeover Code
Restricted Jurisdiction any jurisdiction where the release, publication or distribution in whole or in
part, in, into or from or where the extension of the Offer would constitute a
violation of the relevant laws of the jurisdiction
SkyGem SkyGem Acquisition Limited, a private limited company incorporated in England
and Wales with company number 11286999
SkyGem Directors The directors of SkyGem
Southern Fox Southern Fox Investments Limited
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
US or United States the United States of America, its territories and possessions, any state of
the United States, the District of Columbia and all other areas subject to its
jurisdiction
VLP Virus-like-particle
Wider Allergy Therapeutics Group Allergy Therapeutics and any of its subsidiaries, subsidiary undertakings (as
defined in the Companies Act) and associated undertakings and any other body
corporate, partnership, joint venture or person in which Allergy Therapeutics
and such undertakings (aggregating their interests) have a direct or indirect
interest of 20 per cent. or more of the voting or equity capital or equivalent
Wider SkyGem Group SkyGem and its subsidiary undertakings (as defined in the Companies Act) and
associated undertakings and any other body corporate, partnership, joint
venture or person in which SkyGem and such undertakings (aggregating their
interests) have a direct or indirect interest of 20 per cent. or more of the
voting or equity capital or equivalent
ZQ means funds managed by ZQ Capital Management Limited
1. In this Announcement, unless the contrary is otherwise indicated:
1.1 "parent undertaking", "subsidiary", "subsidiary undertaking" and "undertaking" have the respective meanings given by the Companies Act and "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose);
1.2 references to £, pence, penny, and p are to the lawful currency of the United Kingdom;
1.3 all times referred to are London time unless otherwise stated;
1.4 references to the singular include the plural and vice versa and words importing the masculine gender include the feminine or neutral;
1.5 all references to legislation are to English legislation; and
1.6 any reference to a provision of any legislation shall include any amendment, modification, re-enactment or extension.
2. References in this Announcement to any English legal term shall in respect of any jurisdiction other than England or in respect of any member of the Wider SkyGem Group or the Wider Allergy Therapeutics Group which is incorporated or operating in a jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term.
3. All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.
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