Allergy
Therapeutics
plc
("Allergy Therapeutics" or the "Company")
Notice of 2024 Annual General
Meeting
21 November
2024 - Allergy Therapeutics plc
(AIM: AGY), the fully integrated commercial biotechnology company
specialising in allergy vaccines, has today published its Annual
Report and Accounts for the year ended 30 June 2024 (the
"2024 Accounts") and Notice
of Annual General Meeting. The 2024 Accounts and Notice of Annual
General Meeting have been posted to shareholders of the Company
(the "Shareholders") today
and are available to view on, and download from, the Company's
website at
https://www.allergytherapeutics.com/investors/shareholder-services/agm-information/.
In addition to the routine business
matters to be proposed to Shareholders at the Annual General
Meeting, the Board will be proposing resolutions in relation to the
following:
Approval of Special Awards
The Company is seeking approval from
the Shareholders to authorise the Directors to finalise and
implement arrangements for the grant of the special, out of cycle,
long term incentive awards to the Company's senior executive team
(the "LTIP Awards") and
additional option awards to the Company's employees (the
"Option Awards" and,
together with the LTIP Awards, the "Special Awards").
The LTIP Awards are intended to
incentivise and reward extraordinary levels of share price growth
and shareholder value creation over a five-year period, as more
patients benefit from the Company's immunotherapies. The
remuneration committee of the Company believes that the mix of
remuneration awards will ensure a balance between strong growth and
reaching for full potential.
In order to make the Special Awards,
the Company needs to make certain amendments to its 2023 Long Term
Share Incentive Plan (the "Plan") and to adopt a sub-plan to the
Plan. No amendments will be made to the overall Plan limit.
The maximum aggregate number of ordinary shares under option
pursuant to the LTIP Awards will be approximately 215 million,
representing 4.5% of the Company's issued share capital as at 14
November 2024. The Company anticipates that the Option Awards will
in aggregate be granted over a maximum of 1.7% of the Company's
issued share capital as at 14 November 2024.
Off-market Purchase of Deferred Shares
The Company's share capital includes
9,848,333 deferred shares of 0.1 pence each (the "Deferred Shares"). The Deferred
Shares carry very limited rights and have no economic value and the
Board can see no reason for the Deferred Shares to remain in issue.
The Company's articles of association provide that the Deferred
Shares can be acquired for a nominal sum of not more than £1.
Therefore the Board recommends that the Deferred Shares be
purchased by the Company as an off-market transaction and cancelled
pursuant to the terms of a repurchase contract (the "Deferred Shares Repurchase
Contract").
Pursuant to Companies Act 2006, the
Company may repurchase the Deferred Shares as part of an off-market
transaction pursuant to a contract approved by the Shareholders.
The Company is therefore seeking the approval of the Shareholders
of the form of the Deferred Shares Repurchase Contract. The
Company is subject to a covenant under its secured loan facility
with Hayfin Healthcare Opportunities LuxCo S.a.r.l. ("Hayfin") which restricts the Company
from repurchasing its share capital or resolving to do so. In light
of such restriction, the passing of the resolution is subject to
the Company receiving written consent from Hayfin with respect to
the purchase of the Deferred Shares.
For further information, please
contact:
Allergy Therapeutics
Manuel Llobet, Chief Executive
Officer
Shaun Furlong, Chief Financial
Officer
+44 (0)1903 845 820
Cavendish Capital Markets Limited
(Nominated Adviser and Broker)
Geoff Nash /Giles Balleny/ Seamus
Fricker / Rory Sale
Nigel Birks - Life Science
Specialist Sales
Tamar Cranford Smith -
Sales
+44 (0)20 7220 0500
ICR Healthcare
Mary-Jane Elliott / David Daley /
Davide Salvi
+44 (0)20 3709 5700
allergytherapeutics@icrhealthcare.com
Notes for
editors:
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. For more information, please see www.allergytherapeutics.com.
About Grass MATA MPL
Grass MATA MPL is being developed as
a pre-seasonal subcutaneous immunotherapy product for the treatment
of allergic rhinitis and/or rhinoconjunctivitis.
Grass MATA MPL contains an extract
of 13 grass pollens modified with glutaraldehyde to form allergoids
that reduces the reactivity with immunoglobulin E (IgE) antibodies
without a reduction in other important immunological properties,
such as T-cell reactivity. The allergoid is adsorbed to
microcrystalline tyrosine as a depot adjuvant system formulation.
Monophosphoryl lipid-A (MPL), is included as an adjuvant to
increase the immunogenic effect of the immunotherapy and to enhance
the switch from an allergen specific helper T-cell Type 2 (Th2) to
helper T-cell Type 1 (Th1) like immune response.