REG - Yourgene Health PLC - Issue of equity, cancellation of warrants & TVR

Yourgene HealthAnnouncement

19/07/2023 07:00

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RNS Number : 4412G  Yourgene Health PLC  19 July 2023

Yourgene Health plc

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

 

Issue of equity and cancellation of warrants and Total Voting Rights

Manchester, UK - 19 July 2023: Yourgene (AIM: YGEN), a leading international
molecular diagnostic group, announces an issue of equity of 16,506,723 new
ordinary shares in the Company pursuant to the terms of the acquisition of
Coastal® Genomics Inc. ("Coastal") which was announced on 4 August
2020 (the "Acquisition"), and also the cancellation of warrants over
54,332,541 new ordinary shares previously issued to Life Technologies Ltd
("Life Technologies"), a division of Thermo Fisher.

 

The issue of equity and cancellation of warrants is being executed in order to
simplify the Company's capital structure ahead of the upcoming shareholder
votes on the proposed acquisition of Yourgene by Novacyt UK Holdings Limited
announced on 3 July 2023.

 

Under the terms of the Acquisition, the Company issued new shares in the
Company's wholly owned subsidiary, Yourgene Health Canada Investment
Ltd ("YGEN-HCIL"), to the former shareholders of Coastal. These YGEN-HCIL
shares are exchangeable on a one-for-one basis with the Company's ordinary
shares, subject to certain lock-in provisions over a period of one to six
years from the completion of the Acquisition.  As a result of the Company's
Capital Raise on 11 January 2023, the Company is entitled to exercise a Put
option to force these exchanges.  The Company has now exercised this Put
option.

 

After exercising its Put option, the Company has received notice from all
relevant former shareholders of Coastal to elect to convert 16,506,723
YGEN-HCIL shares into the Company's ordinary shares.   Following this share
exchange there are no further YGEN-HCIL shares capable of being exchanged.

Under the terms of a 2019 capital restructure, Life Technologies, a subsidiary
of Thermo Fisher Inc, holds pre-emption rights to participate in any new share
issuance of this nature.  Life Technologies have confirmed that they do not
wish to exercise these pre-emption rights for the current issuance.

 

Life Technologies also holds warrants over 20,325,204 new ordinary shares
exercisable at 24.6p, warrants over 17,094,018 new ordinary shares exercisable
at 11.7p, and warrants over 16,913,319 new ordinary shares exercisable at
11.8p (together the "Life Technologies Warrants").   As a result of previous
share price performance, the Company is able to request Life Technologies to
exercise the warrants or to waive their rights under them prior to their
expiry in December 2023.  The Company has made this request and Life
Technologies have confirmed they do not wish to exercise these warrants.  As
a result, the Life Technologies Warrants over an aggregate of 54,332,541 new
ordinary shares have now been cancelled.

 

Application will be made to the London Stock Exchange to admit
the 16,506,723 new ordinary shares to trading on AIM.  Admission of the new
ordinary shares is expected to occur on or around 24 July 2023. The new
ordinary shares will rank pari passu with the existing ordinary shares.

Total Voting Rights

For the purpose of the Disclosure and Transparency Rules, following the issue
of Company shares detailed above the enlarged issued share capital of the
Company will comprise 3,193,466,515 ordinary shares of 0.1p each. The Company
does not hold any ordinary shares in treasury. The above figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company, under the Disclosure and Transparency Rules.

 

This announcement contains inside information for the purposes of
the UK Market Abuse Regulation.

The Directors of the Company take responsibility for this announcement.

 

 

 Yourgene Health plc                                Tel: +44 (0)161 669 8122

 Lyn Rees, Chief Executive Officer                  investors@yourgenehealth.com (mailto:investors@yourgenehealth.com)
 Joanne Cross, Director of Marketing

 Cairn Financial Advisers LLP (NOMAD)               Tel: +44 (0)20 7213 0880
 Liam Murray / Ludovico Lazzaretti

 Singer Capital Markets (Corporate Broker)          Tel: +44 (0)20 7496 3000
 Aubrey Powell / Tom Salvesen / George Tzimas

 Walbrook PR Ltd (Media and Investor Relations)     Tel: +44 (0)20 7933 8780 or yourgene@walbrookpr.com
                                                    (mailto:yourgene@walbrookpr.com)
 Paul McManus / Alice Woodings / Lianne Applegarth  Mob: 07980 541 893 / 07407 804 654/ 07584 391 303

 

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
(divestment pending), 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.

 

 

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.

 

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