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).
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 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 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 +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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