Concert Party Shareholding

RNS Number : 7170B

Allergy Therapeutics PLC

20 April 2012

 



20 April 2012 

Allergy Therapeutics plc

("Allergy Therapeutics" or "the Company")

Concert PartyShareholding

Allergy Therapeutics plc (AIM: AGY) announces that pursuant to the Fundraising announced on 30 March 2012, which completed yesterday, the number and percentage of Ordinary Shares which the members of the Concert Party currently hold and which they are entitled to are set out below.  Further details of the Fundraising and the members of the Concert Party are set out in the Circular sent to Shareholders on 30 March 2012.  Defined terms used in this announcement have the same meaning as those set out in the Circular.

	Immediately following Admission		Immediately following conversion of the Convertible Loan Notes and vesting of the Llobet LTIPs(1)
Concert Party member	Number of Ordinary Shares	Percentage of total issued share capital	Number of Ordinary Shares	Percentage of total issued share capital
CFR International SpA(2)	61,417,845	15.09%	103,092,784	22.87%
Yissum Holding Limited(2)	137,491,788	33.79%	137,491,788	30.50%
Azure Ventures Limited(2)	3,076,499	0.76%	3,076,499	0.68%
Wild Indigo(3)	3,125,000	0.77%	3,125,000	0.69%
Manuel Llobet	-	-	2,190,000	0.49%
Total	205,111,132	50.41%	248,976,071	55.23%

(1)  Assuming that no further Ordinary Shares have been issued prior to the later of conversion of the Convertible Loan Notes and the vesting in full of entitlements pursuant to the Llobet LTIPs

(2)  Ultimate beneficial holders: the Weinstein Family.

(3)  Ultimate beneficial holders: Manual Llobet and family.

Following Admission today, Shareholders should note that:

The Concert Party is today interested in Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company and (for so long as they continue to be treated as acting in concert) the Concert Party (and any person acting in concert with them) will be able to acquire further Ordinary Shares without incurring an obligation to make a general offer to Shareholders under Rule 9 of the Takeover Code. However, any individual members of the Concert Party (for example,Yissum Holding Limited) will not be able to increase their percentage interest in the voting rights of the Company to 30 per cent. or more or increase their interest between 30 and 50 per cent. of the voting rights of the Company without Panel consent. If they did so they would incur an obligation to make a general offer for the Company under Rule 9 of the Takeover Code.

Following the conversion of the Convertible Loan Notes, the CFR Group will hold over 50 per cent. of the voting rights of the Company and will therefore be entitled to increase its interest in the voting rights of the Company without incurring a further obligation under Rule 9 of the Takeover Code to make a general offer to Shareholders.  Following conversion of the Convertible Loan Notes and assuming vesting in full of entitlements pursuant to the Llobet LTIPs, the members of the Concert Party will together control a maximum of 55.23 per cent. of the voting rights of the Company. This may in turn have the effect of reducing the liquidity of trading in the Ordinary Shares on AIM. The voting rights of the Company held by the members of the Concert Party will also mean that the members of the Concert Party will be able, if they so wish, to exert significant influence over resolutions proposed at future general meetings of the Company.

Furthermore, Manuel Llobet and Wild Indigo are free to acquire shares in the Company without being required to make a Rule 9 offer providing their collective holdings remain less than 30 per cent. of the voting rights of the Company.

Further announcements containing details of the interests of the members of the Concert Party will be made as and when new Ordinary Shares are issued by the Company.

For further information, please contact:

Allergy Therapeutics	[phone]
Manuel Llobet, Chief Executive Officer
Ian Postlethwaite, Finance Director
www.allergytherapeutics.com
Nomura Code Securities	[phone]
Juliet Thompson/ Clare Terlouw
FTI Consulting	[phone]
Jonathan Birt/ Susan Quigley/ Simon Conway

Notes to editors

About Allergy Therapeutics

Allergy Therapeutics is a specialty pharmaceutical company focused on allergy vaccination. It has a growing business achieving sales in the prior financial year of £42 million mainly in Europe through its own sales and marketing infrastructure and further afield through distributors. The Company is expanding its infrastructure into the Emerging Markets.

 

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