TIDMAGY
RNS Number : 0144T
ZQ Capital Limited
10 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
10 November 2023
UNCONDITIONAL MANDATORY CASH OFFER
for
ALLERGY THERAPEUTICS PLC
by
SKYGEM ACQUISITION LIMITED
OFFER CLOSURE
On 16 October 2023 SkyGem Acquisition Limited ("SkyGem")
announced that it would make an unconditional mandatory cash offer
to acquire all of the issued and to be issued shares in the capital
of Allergy Therapeutics plc ("Allergy Therapeutics") not already
held by SkyGem (or any persons acting in concert with it) (the
"Offer").
The offer document containing the full terms of the Offer was
published and posted to the shareholders of Allergy Therapeutics on
19 October 2023 (the "Offer Document").
The latest time and date by which Offer could be accepted (being
1.00 p.m. (London time) on 9 November 2023) has now passed. As
such, the Offer is now closed for acceptances.
Acceptances
Prior to launch of the Offer, SkyGem held Allergy Therapeutics
Shares representing more than 50 per cent. of the voting rights of
Allergy Therapeutics, meaning the Offer was unconditional from the
outset.
SkyGem received valid acceptances of the Offer in respect of
247,935,057 shares of Allergy Therapeutics, representing
approximately 5.20 per cent. of the issued ordinary share capital
of Allergy Therapeutics. So far as SkyGem is aware, none of these
acceptances had been received from persons acting in concert with
it.
As at 1:00 pm (London time) on 9 November 2023, SkyGem, and any
persons acting in concert with it, holds or has received valid
acceptances in respect of 247,935,057 shares of Allergy
Therapeutics, representing approximately 5.20 per cent. of Allergy
Therapeutics' issued share capital.
In addition SkyGem, its directors and any persons acting in
concert with SkyGem hold 2,850,296,476 Allergy Therapeutics Shares,
representing 59.89 per cent. of the Enlarged Share Capital and
16,666,666 warrants (with an exercise price of 30 pence per
warrant) to convert into 16,666,666 Allergy Therapeutics Shares,
representing approximately 0.35 per cent. of the fully diluted
issued share capital of Allergy Therapeutics.
Settlement
Settlement of consideration to which any accepting Allergy
Therapeutics shareholder is entitled under the Offer shall be
effected on or before 23 November 2023.
Accordingly, following settlement SkyGem, its directors and any
persons acting in concert with SkyGem will hold 3,098,231,533
Allergy Therapeutics Shares, representing 65.10 per cent. of the
Enlarged Share Capital.
General
Save as disclosed in this announcement and in the Offer
Document, as at the close of business on 8 November 2023 (being the
latest practicable time and date prior to the date of this
announcement), neither SkyGem nor any of the directors of SkyGem
nor, so far as SkyGem is aware, any other person acting in concert
with SkyGem had:
a) an interest in, or right to subscribe for, relevant securities of Allergy Therapeutics;
b) any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Allergy Therapeutics;
c) procured an irrevocable commitment or letter of intent to
accept the terms of the Offer in respect of relevant securities of
Allergy Therapeutics; or
d) borrowed or lent any shares of Allergy Therapeutics.
Furthermore, neither SkyGem nor any director of SkyGem nor, so
far as the directors' of SkyGem are aware, any other person acting,
or deemed to be acting, in concert with SkyGem is party to any
arrangement in relation to relevant securities of SkyGem. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Allergy Therapeutics
shares which may be an inducement to deal or refrain from dealing
in such securities.
This announcement should be read in conjunction with the full
text of the Offer Document which can be accessed from the following
link: offer-document-final.pdf (allergytherapeutics.com).
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 10(th) Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure .
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPUKUUROWUARUA
(END) Dow Jones Newswires
November 10, 2023 02:00 ET (07:00 GMT)
Allergy Therapeutics (LSE:AGY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Allergy Therapeutics (LSE:AGY)
Historical Stock Chart
From Apr 2023 to Apr 2024
