REG - Novacyt S.A. - Completion of acquisition of Yourgene Health plc

Novacyt SAAnnouncement

08/09/2023 12:15

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RNS Number : 8942L  Novacyt S.A.  08 September 2023

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Novacyt S.A.

("Novacyt", the "Company" or the "Group")

 

Completion of acquisition of Yourgene Health plc and Board appointments

Acquisition adds scale and diversification to create a stronger global
diagnostics business, with a complementary suite of genomic technologies and
services

 

Paris, France and Eastleigh, UK - 8 September 2023 - Novacyt (EURONEXT GROWTH:
ALNOV; AIM: NCYT), an international specialist in clinical diagnostics,
announces the completion of the acquisition by Novacyt UK Holdings Limited
("Novacyt UK"), a wholly-owned subsidiary of Novacyt, of the entire share
capital of Yourgene Health plc ("Yourgene"), an international molecular
diagnostic group (the "Acquisition"). The Acquisition has been implemented by
way of a scheme of arrangement between Yourgene and its shareholders under
Part 26 of the UK Companies Act 2006 (the "Scheme").

 

Further to the announcements made by the Company and Yourgene on 7 September
2023, that the Court had sanctioned the Scheme, the Company is pleased to
announce that, following delivery of the Court Order to the Registrar of
Companies today, the Scheme has now become Effective in accordance with its
terms and accordingly, Novacyt UK is now the owner of the entire issued share
capital of Yourgene.

 

Yourgene's announcement regarding the Scheme becoming Effective, including
details on settlement and the timing for the suspension of trading and
subsequent delisting and cancellation of admission to trading on AIM for
Yourgene Shares can be viewed here:
polaris.brighterir.com/public/yourgenehealth/news/rns/story/rmv3q2r
(https://polaris.brighterir.com/public/yourgenehealth/news/rns/story/rmv3q2r)

Yourgene is an international integrated technologies and services business,
enabling the delivery of genomic medicine. It primarily develops,
manufactures, and commercialises simple and accurate molecular diagnostic and
screening solutions, for reproductive health and precision medicine.
Yourgene's portfolio of in vitro diagnostic products includes non-invasive
prenatal tests (NIPT) for Down's Syndrome and other genetic disorders, Cystic
Fibrosis screening tests, invasive rapid aneuploidy tests and DPYD genotyping
assays. Yourgene is headquartered in Manchester, UK with offices in Taipei
(divestment pending), Singapore, the U.S. and Canada.

 

The Acquisition is a key strategic milestone for Novacyt, creating a larger,
specialist international diagnostics company, adding scale and diversification
to accelerate revenue growth and build long term value. The Enlarged Group
will have a broader product portfolio and complementary expertise,
strengthening the Company's market position and enabling Novacyt to deliver
more integrated solutions to its customers. With Novacyt's strong financial
position and complementary resources, the Novacyt Board believes the Company
is well-placed to accelerate the growth of Yourgene's core NIPT offering,
Ranger® Technology and PCR portfolio to the benefit of the Enlarged Group.

 

In accordance with the terms of the Acquisition, both Dr John Brown and Lyn
Rees (Yourgene's former Chairman and CEO respectively) will join the board of
Novacyt as non-executive and executive director respectively, first as
non-voting members, then as full members, subject to shareholder ratification
at the next AGM.

 

James McCarthy, Acting Group CEO of Novacyt, commented: "The acquisition of
Yourgene is an important strategic milestone for Novacyt, broadening the scale
and depth of our expertise and adding a complementary suite of products and
services in the exciting area of genomic medicine. I am delighted to welcome
Lyn and his team to Novacyt and look forward to working together as we
continue to develop new innovative diagnostic solutions to improve healthcare
outcomes and drive the growth of the business."

 

Commenting on the Acquisition, Lyn Rees, Chief Executive Officer of Yourgene,
said:"I am excited to join the Novacyt team and look forward to continuing the
evolution of Yourgene and the Enlarged Group. With the combined resources and
expertise within the Enlarged Group, we are well placed to unlock the full
potential of our technologies and services and deliver greater value to our
customers."

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in Part VII of the scheme document published
by Yourgene on 27 July 2023 in connection with the Scheme.

Regulatory Disclosures

Save for the information set out above and below, there are no further
disclosures to be made in accordance with Rule 17, Schedule Two (g) of the AIM
Rules for Companies in respect of the appointments of Mr John Robert Brown,
aged 68, and Mr Lyn Dafydd Rees, aged 50.

 Director       Current Directorships                                   Past Directorships (previous 5 years)
 Mr John Brown  CALCIVIS Ltd                                            Acacia Pharma Group Plc

                Craigmhor Consulting Ltd                                BioCity Investments Limited

                DRC Management III LLC 2                                BioCity Group Limited

                Drug Royalty III GP LLC                                 BioCity Nottingham Limited

                JWEB Limited                                            Cell Therapy Catapult Limited

                Laverock Therapeutics Ltd                               Mobius Technology Limited

                Yourgene Health plc                                     Synpromics Ltd
 Mr Lyn Rees    Delta Diagnostics (UK) Limited                          Abingdon Health plc

                My HealthChecked Plc (previously Concepta Plc)

                LJ Consultancy Ltd

                Yourgene Health France SASU

                Yourgene Health Inc (USA)

                Yourgene Health Canada Inc

                Yourgene Health Plc (previously Premaitha Health plc)

                Yourgene Genomic Services Limited

                Yourgene Health Singapore Co. Pty

                Yourgene Health Taiwan Ltd

                Yourgene Health UK Limited (previously

                Premaitha Ltd)

 

Mr Rees and Mr Brown do not hold any ordinary shares of €1/15 each in the
Company.

 

Contacts

 

 Novacyt SA                                                +44 (0)23 8074 8830
 James Wakefield, Non-Executive Chairman

 James McCarthy, Acting Chief Executive Officer

 SP Angel Corporate Finance LLP (Nominated Adviser and Broker)                           +44 (0)20 3470 0470

 Matthew Johnson / Charlie Bouverat (Corporate Finance)

 Vadim Alexandre / Rob Rees (Corporate Broking)

 Numis (Financial Adviser and Joint Broker to Novacyt and Financial Adviser to           +44 (0)20 7260 1000
 Novacyt UK)
 Freddie Barnfield / Stuart Ord / Duncan Monteith / Jack McLaren

 Allegra Finance (French Listing Sponsor)                                                 +33 (1) 42 22 10 10

                                                                                       r.durgetto@allegrafinance.com (mailto:r.durgetto@allegrafinance.com) /
 Rémi Durgetto / Yannick Petit                                                           y.petit@allegrafinance.com (mailto:y.petit@allegrafinance.com)

 Walbrook PR (Financial PR & IR)                           +44 (0)20 7933 8780

 Stephanie Cuthbert / Anna Dunphy / Phillip Marriage       novacyt@walbrookpr.com (mailto:novacyt@walbrookpr.com)

 

About Novacyt Group

Novacyt is an international diagnostics business delivering a broad portfolio
of in vitro and molecular diagnostic tests for a wide range of infectious
diseases, enabling faster, more accurate, accessible testing to improve
healthcare outcomes. The Company provides customers with a seamless
sample-to-result workflow using its integrated and scalable
instrumentation/solutions. The Company specialises in the design, manufacture,
and supply of real-time PCR kits, reagents and a full range of laboratory and
qPCR instrumentation for molecular biology research and clinical use. Novacyt
offers one of the world's most varied and comprehensive range of qPCR assays,
covering human, veterinary, biodefence, environmental, agriculture and food
testing.

 

Novacyt is headquartered in Vélizy in France with offices in Stokesley and
Eastleigh, UK, and is listed on the London Stock Exchange's AIM market
("NCYT") and on the Paris Stock Exchange Euronext Growth ("ALNOV").

 

For more information, please refer to the website: www.novacyt.com
(http://www.novacyt.com)

 

About Yourgene Health

Yourgene Health is an international integrated technologies and services
business, enabling the delivery of genomic medicine. The Group works in
partnership with global leaders in DNA technology to advance diagnostic
science.

 

Yourgene primarily develops, manufactures, and commercialises simple and
accurate molecular diagnostic and screening solutions, for reproductive health
and precision medicine. The Group's portfolio of in vitro diagnostic products
includes non-invasive prenatal tests (NIPT) for Down's Syndrome and other
genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy
tests and DPYD genotyping assays.

 

Building on our expertise in genomic technology, Yourgene's Ranger®
Technology offers next generation size selection with a range of sample
preparation platforms for dynamic target enrichment. Ranger® Technology can
be utilised to improve workflows and performance in multiple applications
including NIPT, oncology, infectious disease testing and gene synthesis.

 

Yourgene Genomic Services offers a clinical service
from UK and Taiwan focusing on precision medicine and reproductive health,
including NIPT.

 

Yourgene Health is headquartered in Manchester, UK with offices in Taipei,
Singapore, the US and Canada, and is listed on the London Stock Exchange's AIM
market under the ticker "YGEN".

 

For more information visit https://yourgenehealth.com/
(https://yourgenehealth.com/)  and follow us on twitter @Yourgene_Health.

 

Publication on website

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Yourgene's website at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
(https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/) and
on Novacyt's website at https://novacyt.com/investors/
(https://novacyt.com/investors/) by no later than 12.00 noon (London time) on
the Business Day following the date of this Announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this Announcement.

 

 

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