Result of General Meeting

Allergy Therapeutics PLC

27 April 2023

 

FOR IMMEDIATE RELEASE.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

Allergy Therapeutics plc

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

Result of General Meeting and Update on Equity Financing

27 April 2023: Allergy Therapeutics plc (AIM: AGY), the fully integrated commercial biotechnology company specialising in allergy vaccines, announces that at the General Meeting held today in connection with the Equity Financing, all resolutions were duly passed.

All resolutions were voted on by way of a poll. The results of the poll were as follows:

Resolution	Votes For	% of votes for	Votes Against	% of votes against	Votes Withheld	Total votes cast	Total votes cast as % of issued share capital
1. To authorise the Directors to allot the Subscription Shares and the Open Offer Shares up to an aggregate nominal amount of £4,075,000 pursuant to the Equity Financing.	363,634,215	99.67%	1,206,740	0.33%	670,274	364,840,955	53.72%
2. To empower the Directors to dis-apply statutory pre-emption rights in respect of the allotment of equity securities (the Subscription Shares and the Open Offer Shares) in Resolution 1.	361,590,106	98.97%	3,746,538	1.03%	174,585	365,336,644	53.80%

Notes

1.     Resolution 1 was proposed as an ordinary resolution and resolution 2 was proposed as a special   resolution. Resolution 2 was conditional upon the passing of resolution 1.

2.     Votes incorporate proxy appointments which gave discretion to the Chair of the General Meeting.

3.     Votes "Withheld" are not votes in law and do not count in the number of votes counted for or against a resolution, nor in the calculation for total votes cast.

4.     The full text of the resolutions can be found in the Circular dated 11 April 2023.

5.     The issued share capital of the Company as at 6.00 p.m. on 25 April 2023 comprised 679,104,621 Ordinary Shares.

Equity Financing

The passing of the Resolutions was a condition to the proposed Equity Financing announced by the Company on 6 April 2023. The Equity Financing, which comprises the subscription by ZQ Capital and Southern Fox and an underwritten open offer, to raise in aggregate gross proceeds of £40.75 million, remains subject to the satisfaction (or waiver, if possible of waiver) of the following outstanding Equity Conditions:

1.   the ZQ FDI Clearance Condition, which is the receipt by ZQ Capital, on terms reasonably satisfactory to ZQ Capital, of certain foreign direct investment/national security clearances in Austria, Italy, Germany and Spain;

2.   the SF FDI Clearance Condition, which is the receipt by Southern Fox, on terms reasonably satisfactory to Southern Fox, of certain foreign direct investment/national security clearances in Austria, Italy and Germany;

3.   in the opinion of each of the Investors, no events or facts having occurred or conditions or circumstances having arisen which are reasonably likely to result in: (i) any event or circumstance occurs that results in:

a.   a factory shutdown or loss of production capacity of more than 50 per cent. of historic annual production of any product that comprises 10 per cent. or more of the consolidated revenue of the Group (calculated by reference to the most recently available annual financial statements), provided that any factory shutdown or loss of production capacity during any planned factory shutdowns (including for planned maintenance, upgrades or due to regulatory requirements (including inspections)) shall not be included in such calculation; or

b.   a factory shutdown (whether partial or total) which results or is likely to result in (in the reasonable opinion of the Investors) the consolidated revenue of the Group for each twelve-month period ending on each quarter date to fall below £50,000,000; or (ii) G306 Trial Failure; and

4.   Admission of the Subscription Shares and Open Offer Shares to trading on AIM.

The Equity Conditions (save for the condition in sub-paragraph 3 above) cannot be waived by the Investors.

The Open Offer will only be made to qualifying shareholders if and when the FDI Clearances Conditions are satisfied. Filings in connection with the FDI Clearances Conditions have now been made by the Investors. The timing of when the necessary regulatory clearances to satisfy the FDI Clearance Conditions will be obtained remains highly uncertain, and it is possible that the clearances may not be received for several months or at all. The Company will provide an update on the Equity Conditions and progress of the Equity Financing when appropriate. The expected timetable of principal events remains as set out in the Transaction Announcement.

Admission to Trading on AIM

The Company's shares remain suspended from trading on AIM, pending publication of its annual report and accounts for the 12 months to 31 December 2022 ("2022 Accounts") and its interim results for the six months ended 31 December 2022 ("Interim Results"). The Company is unable to provide specific dates for the publication of the 2022 Accounts and the Interim Results but expects these results to be announced before 30 June 2023 and will update the market as soon as the timing for this is known. In the event that the Company is unable to publish its 2022 Accounts by 30 June 2023, the admission of the Company's shares to trading on AIM will be cancelled in accordance with Rule 41 of the AIM Rules for Companies.

Possible Mandatory Offer

If the Equity Financing Conditions are satisfied (or waived, if capable of waiver) and the Equity Financing completes, pursuant to Rule 9 of the Takeover Code, ZQ Capital will be required to make a mandatory cash offer to all other shareholders of the Company to acquire the entire issued and to be issued share capital of the Company it does not already own (including any New Shares issued pursuant to the Equity Financing) (the "Possible Mandatory Offer").

For more information on the Possible Mandatory Offer, please refer to the 'Statement Regarding Possible Mandatory Cash Offer' made by ZQ Capital on 6 April 2023.

Save as defined herein, capitalised terms have the same meaning as in the '£40.75 million Facility with Equity Financing' announcement made by the Company on 6 April 2023 (the "Transaction Announcement").

- ENDS -

For further information, please contact:

Allergy Therapeutics

Manuel Llobet, Chief Executive Officer

Martin Hopcroft, Interim Chief Financial Officer

[phone]

Panmure Gordon (Nominated Adviser and Broker)

Freddy Crossley, Emma Earl, Corporate Finance

Rupert Dearden, Corporate Broking

[phone]

Consilium Strategic Communications

Mary-Jane Elliott / David Daley / Davide Salvi

[phone]

[e-mail]

About Allergy Therapeutics

Allergy Therapeutics is an international commercial biotechnology company, headquartered in the UK, focussed on the treatment and diagnosis of allergic disorders, including aluminium free immunotherapy vaccines that have the potential to cure disease. 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. Its broad pipeline of products in clinical development includes vaccines for grass, tree, house dust mite and peanut. For more information, please see www.allergytherapeutics.com.

IMPORTANT NOTICES

This Announcement has been issued by, and is the sole responsibility of, the Company.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Allergy Therapeutics and no one else in connection with the possible offer and will not be responsible to anyone other than Allergy Therapeutics for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Panmure Gordon nor any of its affiliates 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 or otherwise.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company or Panmure Gordon or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Neither the Subscription Shares nor the Open Offer Shares, nor the Facility Agreement, the G306 Contingent Payment Letter, the Equity Commitment Agreement, the Circular or other documents connected with the Equity Financing have been nor will be registered under the securities laws and regulations of any jurisdiction, in particular, Australia, Canada, Japan or the Republic of South Africa, and may not be offered, sold, resold, or delivered, directly or indirectly, within Australia, Canada, Japan or the Republic of South Africa, or in any jurisdiction where it is unlawful to do so, except pursuant to an applicable exemption.

None of the Subscription Shares nor the Open Offer Shares, nor the Facility Agreement, the G306 Contingent Payment Letter, the Equity Commitment Agreement, the Circular or any other document connected with  Equity Financing have been or will be approved or disapproved by the US Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering of the Subscription Shares or the Open Offer Shares or the accuracy or adequacy of this Announcement, the Circular or any other document connected with the Equity Financing. Any representation to the contrary is a criminal offence.

The content of this Announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (as amended).

Members of the public are not eligible to take part in the Equity Financing. This Announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as amended and/or supplemented from time to time and including any relevant implementing measure in any member state) (the "EU Prospectus Regulation"); and (b) in the United Kingdom, persons who are "qualified investors" within the meaning of article 2(e) of the EU Prospectus Regulation, as it forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are also: (i) "investment professionals" within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (c) otherwise, persons to whom it may otherwise be lawful to communicate them (all such persons in (a), (b) and (c), together being referred to as "relevant persons". This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

All offers of Subscription Shares and Open Offer Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation and the UK Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

No offer or solicitation

This Announcement (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States or to US persons unless the securities are registered under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws and regulations of any state or jurisdiction of the United States. The securities referred to herein were offered and sold to non-US persons outside the United States in offshore transactions within the meaning of, and in accordance with, Regulation S under the Securities Act. There was no public offer of securities in the United States.

Restricted jurisdictions

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. Shareholders who are in any doubt regarding such matters should consult an appropriate independent financial adviser in their relevant jurisdiction without delay.

Notice to US shareholders regarding Possible Mandatory Offer

The Possible Mandatory 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 Possible Mandatory 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 Possible Mandatory 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 Possible Mandatory Offer is being made to US shareholders on the same terms and conditions as those made to all other Shareholders to whom the Possible Mandatory Offer is made. All information documents disseminated by the Company regarding the Possible Mandatory Offer will be disseminated to Shareholders in the United States on a basis comparable to the method pursuant to which those documents are provided to all other Shareholders.

The receipt of cash pursuant to the Possible Mandatory Offer by a Shareholder in the United States as consideration for the transfer of its Ordinary Shares pursuant to the Possible Mandatory 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 Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of acceptance of the Possible Mandatory Offer.

Neither the Possible Mandatory 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 Possible Mandatory Offer. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

Certain statements in this press release may constitute "forward-looking statements" which include all statements (other than statements of historical facts) including, without limitation, those regarding the Group's financial position, business strategy, potential clinical trial outcomes, plans and objectives of management for future operations, and any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could", "potential" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law including the AIM Rules for Companies and the Takeover Code.

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 disclosure

As at the date of this Announcement, Allergy Therapeutics' issued share capital comprises 679,104,621 ordinary shares each of 0.1 pence each (ISIN:GB00B02LCQ05).

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.

Dividends

If any dividend or other distribution is declared, made or paid in respect of Ordinary Shares on or after the date of this announcement, ZQ Capital has reserved the right to reduce any price paid for any Ordinary Shares subject to the Possible Mandatory Offer by the amount of such dividend or other distribution. In such circumstances, Shareholders would be entitled to receive and retain any such dividend or other distribution.

Purchases outside the Possible Mandatory Offer

ZQ Capital or its nominees or brokers (acting as agents) may purchase Ordinary Shares otherwise than under the Possible Mandatory 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.

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 the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Publication on a website

A copy of this Announcement and any other documents required to be published by Rule 26 of the Takeover Code shall be made available on the Company's website at www.allergytherapeutics.com. 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.

Hard copy documents

Pursuant to Rule 30.3 of the Takeover 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 Shareholder may request a copy of this document in hard copy form by written request to Karley Cheesman at the Company's registered address at Dominion Way, Worthing, West Sussex BN14 8SA, by email on [e-mail], or by calling 01903 845 821 or, if calling from overseas, on [phone] between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays).

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 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

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