Allergy Therapeutics announces proposals to raise up to £22.4 million before expenses by means of a placing, subscription and offer of new ordinary Shares (the “Fundraising”). Allergy Therapeutics has a successful pharmaceutical business with the only ultra short course allergy vaccine, a growing sales base, a substantial manufacturing facility and a European sales and marketing infrastructure. The cornerstone investor for the Fundraising is Azure Ventures Limited (“Azure Ventures”), an investment vehicle of the Weinstein family of Chile, whose interests include a group of pharmaceutical companies across South America, known as the Recalcine Group. The Placing, Subscription and Offer are all subject, inter alia, to the approval of Shareholders at the General Meeting scheduled for 30 June 2009. The Placing has been fully underwritten by Nomura Code Securities Limited.
Summary
Azure Ventures has conditionally agreed to invest £12.5 million in the Company by way of a subscription for 104,166,666 New Ordinary Shares at a price of 12 pence per share. In addition, Azure Ventures will receive Warrants to subscribe for additional Ordinary Shares up to the value of £4 million (at a discount of 25% to the market price on exercise with a minimum exercise price of 12 pence per share) payable in cash.
In addition to the Subscription, Nomura Code has, on behalf of the Company, conditionally placed 59,424,896 New Ordinary Shares, with institutional investors at a price of 12 pence per New Ordinary Share, to raise a further £7.1 million (the ‘Placing’). The Placing has been underwritten by Nomura Code. A Proposed and an existing Director will be investing £615,000 in the Fundraising.
In conjunction with this Placing and Subscription, the Board also announces details of an Offer to Qualifying Shareholders and Qualifying Employees that may raise up to a further €2.5 million (approximately £2.1 million) through the issue of New Ordinary Shares.
It is proposed that Alejandro Weinstein Jr. be appointed as a Non-Executive Director of the Company and Manuel Llobet as Chief Executive Officer of the Company. Keith Carter will be stepping down as Chief Executive Officer on 1 September 2009, conditional on completion of the Fundraising. Keith Carter will stay on to provide consultancy services to the Company for a minimum of three months and take up a position as Non- Executive Director.
The board of Allergy Therapeutics considers these proposals to be in the best interests of the Company and unanimously recommends Shareholders to vote in favour, as they intend to do with respect to their own holdings.
Ignace Goethals, Chairman of Allergy Therapeutics, said:
“This is a significant development for Allergy Therapeutics. After a period of substantial investment in product development and manufacturing, this transaction will enable us to invest in European sales and marketing in order to accelerate growth and fully benefit from the work undertaken to date.
“I would like to thank Keith Carter for his multiple contributions to the Company over the full ten years of its existence and for agreeing to continue to work with Allergy Therapeutics in the future. His knowledge of the business and the products will be invaluable as we seek to continue to grow the business.”
Manuel Llobet, proposed Chief Executive of Allergy Therapeutics, added:
“We will look to build on the successes from the investments in R&D and manufacturing to accelerate sales growth and leverage the Company’s cost base, and are aiming to become cash flow positive as soon as possible.”
Nomura Code Securities Limited is acting as financial advisor to Allergy Therapeutics.
A briefing for analysts will be held at 9.30am today at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB. Please call Mo Noonan for further details on 020 7269 7116. In addition, the presentation will be made available on the Company’s website at www.allergytherapeutics.com.
A circular, providing Shareholders with information about the background to and reasons for the Fundraising and containing a notice of General Meeting of the Company convened for 11.00 a.m. on 30 June 2009, will be sent to Shareholders today. Defined terms in this announcement have the same meaning as in the Circular posted to Shareholders today.
Disclaimer
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
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 Nomura Code Securities Limited (“Nomura Code”) or by any of its 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.
Nomura Code, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Allergy Therapeutics in relation to the Fundraising. Nomura Code is not acting for, and will not be responsible to, any person other than Allergy for providing the protections afforded to customers of Nomura Code or for advising any other person in relation to the Fundraising or any other matter referred to herein.
Members of the public are not eligible to take part in the Fundraising. This Announcement is for information purposes only and is directed only at: (A) Qualifying Participants (defined as (1) Shareholders on the register of members of the Company on the Record Date who are in any jurisdiction in which an offer to sell or invitation to subscribe for the Offer Shares is not unlawful and does not require the Offer or the Offer Shares; or (1) persons employed by any member of the Group on the Record Date who are in any jurisdiction in which an offer to sell or invitation to subscribe for the Offer Shares is not unlawful and does not require the Offer or the Offer Shares to be approved by, or registered with, any regulatory body to be approved by, or registered with, any regulatory body); and (B) (i) persons in Member States of the European Economic Area who are Qualified Investors; or (ii) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) are persons falling within Articles 49(2)(A) to (D) (“High Net Worth Companies, unincorporated associations, etc”) of the Order or (iii) are persons to whom it may otherwise be lawfully communicated (such persons referred to in this sub-paragraph (B) together being referred to as “Relevant Persons”). This Announcement must not be acted on or relied on by persons who are not Qualifying Participants or Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Qualifying Persons (in the case of the Offer) Relevant Persons (in the case of the Placing) and will be engaged in only with Qualifying Participants or Relevant Persons as the case may be. This Announcement does not itself constitute an offer for sale or subscription of any securities in Allergy.
For publication in the United Kingdom only. The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Canada, Australia, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The New Ordinary Shares have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws. The distribution of this announcement, the Circular and/or the transfer or offering of New Ordinary Shares into jurisdictions other than the United Kingdom is or may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein (the ‘Securities’) have not been, and will not be, registered under the United States Securities Act of 1933 (the ‘Securities Act’). The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Securities in the United States.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.
Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement. A circular to shareholders (the ‘Circular’) is expected to be dispatched today. The Circular contains a notice of a General Meeting to approve certain resolutions necessary to implement the proposals set out in the Circular, expected to be held at the offices of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA on 30 June 2009 at 11.00 am. The Circular gives further details of the Fundraising.
Cautionary note regarding forward-looking statements
This announcement includes statements that are, or may be, ‘forward-looking statements’. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘believes’, ‘estimates’, ‘plans’, ‘anticipates’, ‘targets’, ‘aims’, ‘continues’, ‘expects’, ‘intends’, ‘may’, ‘will’, ‘would’ or ‘should’ or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth strategies and the markets in which the Company operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: market position of the Company, earnings, financial position, cash flows, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the events described herein and the Company. Forward-looking statements contained in this announcement based on these trends or activities should not be taken as a representation that such trends or activities will continue in the future.
