REG - Yourgene Health PLC - Court sanction of the Scheme of Arrangement

Yourgene HealthAnnouncement

07/09/2023 12:00

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RNS Number : 7465L  Yourgene Health PLC  07 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

7 September 2023

RECOMMENDED CASH OFFER

for

Yourgene Health plc ("Yourgene")

by

Novacyt UK Holdings Limited

(a wholly-owned subsidiary of Novacyt S.A. ("Novacyt"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Court sanction of the Scheme of Arrangement

 

On 3 July 2023, the boards of Yourgene and Novacyt announced that they had
agreed the terms of a recommended cash offer pursuant to which Novacyt UK
Holdings Limited, a wholly-owned subsidiary of Novacyt, would acquire the
entire issued and to be issued ordinary share capital of Yourgene (the
"Acquisition") pursuant to a Court-sanctioned scheme of arrangement of
Yourgene under Part 26 of the Companies Act 2006 (the "Scheme").

 

The circular in relation to the Scheme was published on 27 July 2023 (the
"Scheme Document").

 

Capitalised terms used in this Announcement shall, unless otherwise defined,
have the same meaning as set out in Part VII of the Scheme Document. All
references to times in this announcement are to London time.

 

Scheme sanctioned by Court

 

Further to the announcement made by Yourgene on 17 August 2023 in relation to
the passing of the Resolutions required to approve and implement the Scheme at
the Court Meeting and the General Meeting, Yourgene is pleased to announce
that at the Court Sanction Hearing held earlier today the Court issued the
Court Order sanctioning the Scheme.

 

The Scheme is conditional only upon the delivery of a copy of the Court Order
to the Registrar of Companies, which is expected to occur on 8 September 2023,
such date being the Effective Date.

 

Next steps and timetable

 

There has been no change to the expected timetable of principal events for the
Acquisition set out in the Scheme Document.

Yourgene confirms that the last day of dealings in, and for registration of
transfers of, and disablement in CREST of, Yourgene Shares will be 7 September
2023 and the Scheme Record Time will be at 6.00 p.m. on 7 September 2023.
Scheme Shareholders whose names appear on Yourgene's register of members at
the Scheme Record Time will, upon the Scheme becoming effective in accordance
with its terms, be entitled to receive consideration as provided for in the
Scheme Document. It is intended that, as a result of the Scheme becoming
Effective, share certificates in respect of Yourgene Shares will cease to be
valid evidence of title and entitlements to Yourgene Shares held in
uncertificated form within the CREST system will be cancelled.

Dealings in Yourgene Shares on AIM will be suspended at or around 7.30 a.m. on
8 September 2023. The suspension is made pursuant to Yourgene's application to
the London Stock Exchange and is being effected as part of the Scheme. It is
expected that, subject to the Scheme becoming Effective on 8 September 2023,
the cancellation of the admission to trading of the Yourgene Shares on AIM
will take effect at or around 7.00 a.m. on 11 September 2023.

If any of the expected times and/or dates change, the revised times and/or
dates will be notified to Yourgene Shareholders by issuing an announcement
through a Regulatory Information Service, with such announcement being made
available 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/) .

A further announcement will be made when the Scheme has become Effective and
when the Yourgene Shares have been de-listed and cancelled from trading.

Full details of the Acquisition are set out in the Scheme Document.

 

Enquiries:

 Yourgene
 Lyn Rees (Chief Executive Officer)                                             c/o Stifel
 Stifel (Rule 3 Adviser and Sole Financial Adviser to Yourgene)
 Nicholas Moore / Samira Essebiyea / William Palmer-Brown (Healthcare           Tel: +44 (0) 20 7710 7600
 Investment Banking)

 Matthew Blawat / Ben Good (UK Investment Banking)
 Cairn (Nominated Adviser to Yourgene)
 Liam Murray / Ludovico Lazzaretti                                              Tel: +44 (0) 20 7213 0880
 Walbrook PR Limited (Media and Investor Relations for Yourgene)
 Alice Woodings / Lianne Applegarth                                             Tel: +44 (0) 20 7933 8780 or yourgene@walbrookpr.com
                                                                                (mailto:yourgene@walbrookpr.com)

                                                                                Mob: +44 (0) 7407 804 654 / +44 (0) 7584 391 303
 Novacyt
 James Wakefield (Chairman)                                                     c/o Numis

 James McCarthy (acting Chief Executive Officer)
 Numis (Financial Adviser and Joint Broker to Novacyt and Financial Adviser to
 Novacyt UK)
 Freddie Barnfield / Stuart Ord / Duncan Monteith / Jack McLaren                Tel: +44 (0) 20 7260 1000
 S.P. Angel Corporate Finance LLP (Nominated Adviser and Joint Broker to
 Novacyt)
 Matthew Johnson / Charlie Bouverat (Corporate Finance)                         Tel: +44 (0) 20 3470 0470

 Vadim Alexandre / Rob Rees (Corporate Broking)
 Walbrook PR Limited (Media and Investor Relations for Novacyt)
 Paul McManus / Stephanie Cuthbert / Phil Marriage                              Tel: +44 (0) 20 7933 8780 or novacyt@walbrookpr.com
                                                                                (mailto:novacyt@walbrookpr.com)

Addleshaw Goddard LLP is providing legal advice to Yourgene.

Stephenson Harwood LLP is providing legal advice to Novacyt and Novacyt UK.

Important Notices

Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser to Novacyt and
Novacyt UK and no one else in connection with the matters described in this
Announcement. In connection with such matters, Numis will not regard any other
person as its client, nor will it be responsible to anyone other than Novacyt
and Novacyt UK for providing the protections afforded to clients of Numis or
for providing advice in connection with the contents of this Announcement or
any matter referred to in this Announcement. Neither Numis nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort, under statute
or otherwise) to any person who is not a client of Numis in connection with
the Acquisition, the matters referred to in this Announcement, any statement
contained herein or otherwise. No representation or warranty, express or
implied, is made by Numis as to the contents of this Announcement.

S.P. Angel Corporate Finance LLP ("SP Angel"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated adviser and
joint broker to Novacyt and no one else in connection with the matters
described in this Announcement. and will not be responsible to anyone other
than Novacyt for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement. Neither SP
Angel nor any of its subsidiaries, branches or affiliates 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 SP Angel in connection with any matter referred to in this
Announcement or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Yourgene and no
one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than Yourgene for providing the
protections afforded to clients of Stifel nor for providing advice in
connection with the matters referred to herein. Neither Stifel nor any of its
affiliates 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 Stifel in connection with this
Announcement, any statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Stifel as to the
contents of this Announcement.

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as nominated adviser exclusively for
Yourgene. Cairn's responsibilities as Yourgene's nominated adviser under the
AIM Rules for Companies and AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and no other person. Cairn has not authorised and
is not making any representation or warranty, express or implied, as to the
contents of this Announcement.

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition is being made solely through and on the terms set
out in the Scheme Document.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
service of this Announcement shall not give rise to any implication that there
has been no change in the facts set forth in this Announcement since such
date.

Overseas shareholders

The release, publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by law
and the ability of Yourgene Shareholders who are not resident in the United
Kingdom to participate in the Acquisition may be restricted by the laws and/or
regulations of those jurisdictions. Therefore, any persons who are subject to
the laws and regulations of any jurisdiction other than the United Kingdom, or
Yourgene Shareholders who are not resident in the United Kingdom, should
inform themselves of, and observe, any applicable requirements in their
jurisdiction. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person. This
Announcement has been prepared for the purpose of complying with English law,
the AIM Rules and 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 of jurisdictions outside the United
Kingdom.

Unless otherwise determined by Novacyt and Novacyt UK, or required by the
Takeover Code, and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise distribute or send
them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction.

Further details in relation to Yourgene Shareholders in overseas jurisdictions
are contained in the Scheme Document.

U.S. Shareholders

Yourgene Shareholders in the United States should note that the Acquisition
relates to the securities of a company organised under the laws of England and
Wales and is being effected by means of a scheme of arrangement under the
Companies Act. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been prepared in accordance with
English law, the AIM Rules, the Takeover Code and UK disclosure requirements,
format and style applicable to a scheme of arrangement, all of which differ
from those in the United States. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act. Accordingly, the Scheme is
subject to the disclosure requirements of, and practices applicable in, the
United Kingdom to schemes of arrangement, which differ from the disclosure
requirements and practices of U.S tender offer and proxy solicitation rules.

None of the securities referred to in this Announcement, nor the information
contained in this Announcement, has been approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other U.S. regulatory authority, nor have such
authorities passed upon the fairness or merits of the proposal contained in
this Announcement or determined the adequacy or accuracy of the information
contained herein. Any representation to the contrary is a criminal offence in
the United States.

All financial information that is included in this Announcement or in the
Scheme Document, or any other documents relating to the Acquisition, has been
or will have been prepared in accordance with International Financial
Reporting Standards and may not be comparable to financial statements of
companies in the United States or other companies whose financial statements
are prepared in accordance with U.S. generally accepted accounting principles.
U.S. generally accepted principals differ in certain respects from
International Financial Reporting Standards. None of the financial information
in this Announcement has been audited in accordance with the auditing
standards generally accepted in the U.S. or the auditing standards of the
Public Company Accounting Oversight Board of the U.S.

It may be difficult for U.S. holders of Yourgene Shares to enforce their
rights and any claims they may have arising under U.S. federal securities laws
or the laws of any state or other jurisdiction in the U.S. in connection with
the Acquisition, because Yourgene is organised under the laws of a non-U.S.
country, and some or all of its officers and directors may be residents of a
non-U.S. country. U.S. holders of Yourgene Shares may not be able to sue a
non-U.S. company or its officers or directors in a non-U.S. court for
violations of U.S. federal securities laws or the laws of any state or other
jurisdictions in the U.S. Further, it may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's
jurisdiction or judgment.

The receipt of cash pursuant to the Acquisition by a Yourgene Shareholder in
the United States as consideration for the transfer of its Yourgene Shares
pursuant to the Scheme will likely be a taxable transaction for U.S. federal
income tax purposes and under any applicable U.S. state and local income tax
laws. Each Yourgene Shareholder in the United States is urged to consult its
independent professional tax or legal adviser immediately in connection with
making a decision regarding the Acquisition and regarding the U.S. federal,
state and local income and non-income tax consequences of the Acquisition
applicable to it, as well as any consequences arising under the laws of any
other taxing jurisdiction.

In accordance with normal UK practice, Novacyt UK, certain affiliated
companies and their respective nominees or brokers (acting as agents) may from
time to time make certain purchases of, or arrangements to purchase, Yourgene
Shares outside of the U.S. other than pursuant to the Acquisition until the
date on which the Scheme (or Takeover Offer, if applicable) becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required in the UK
and the United States and will be reported to a Regulatory Information Service
and shall be available on the London Stock Exchange website at
https://www.londonstockexchange.com (https://www.londonstockexchange.com) .

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with
respect to Yourgene, Novacyt and Novacyt UK. These forward-looking statements
can be identified by the fact that they do not relate only to historical or
current facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words or terms
of similar meaning or the negative thereof. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies of Novacyt and/or Novacyt UK and/or
Yourgene and the expansion and growth of the Novacyt Group's and/or the
Yourgene Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the business of
the Yourgene Group or the Novacyt Group.

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of Novacyt, Novacyt UK or Yourgene, nor any of their respective
associates, directors, officers, employees or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward-looking statements attributable to Novacyt,
Novacyt UK or Yourgene or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this Announcement. Novacyt, Novacyt UK and Yourgene assume no
obligation to update publicly or revise forward-looking or other statements
contained in this Announcement, whether as a result of new information, future
events or otherwise, except to the extent legally required.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed as a forecast,
projection or estimate of the future financial performance of Novacyt, Novacyt
UK or Yourgene for any period and no statement in this Announcement should be
interpreted to mean that cash flow from operations, earnings, earnings per
Yourgene Share or Novacyt Share, or income for the current or future financial
years would necessarily match or exceed the historical published cash flow
from operations, earnings, earnings per Yourgene Share or Novacyt Share or
income of Yourgene or Novacyt, as appropriate.

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.

Requesting hard copies

In accordance with Rule 30.3 of the Takeover Code, Yourgene Shareholders may
request a hard copy of this Announcement (and any information incorporated by
reference into this Announcement), free of charge, by contacting the
Yourgene's registrar, Link Group, by: (i) submitting a request in writing to
Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds,
LS1 4DL; or (ii) calling +44 (0) 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales.

For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

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 p.m. (London time) on the 10th Business Day (as defined in the
Takeover Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
(as defined in the Takeover Code) 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,
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 p.m. (London time) on the Business Day (as defined
in the Takeover Code) 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 of the Takeover
Code.

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 of the Takeover Code).

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
https://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 Takeover 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.

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