REG - Yourgene Health PLC - Result of Court Meeting and General Meeting

Yourgene HealthAnnouncement

17/08/2023 17:15

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RNS Number : 6934J  Yourgene Health PLC  17 August 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC
DOMAIN

 

FOR IMMEDIATE RELEASE

17 August 2023

RECOMMENDED CASH OFFER

for

Yourgene Health plc ("Yourgene")

by

Novacyt UK Holdings Limited ("Novacyt UK")

(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

 

Result of Court Meeting and General Meeting

 

On 3 July 2023, the boards of directors of Yourgene and Novacyt announced that
they had reached agreement on the terms and conditions of a recommended cash
offer to be made by Novacyt UK, a wholly-owned subsidiary of Novacyt, for the
entire issued and to be issued ordinary share capital of Yourgene (the
"Acquisition").

 

The Acquisition is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

 

A circular in relation to the Scheme was published by Yourgene 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 the Scheme
Document and all references to times in this announcement are to London time
unless otherwise stated.

 

The board of Yourgene is pleased to announce that at the Court Meeting and the
General Meeting, each convened in accordance with an order of the Court dated
26 July 2023 in relation to the proposed Scheme and held earlier today:

 

A.  the requisite majority of Scheme Shareholders who voted and were entitled
to vote (either in person or by proxy), representing not less than 75 per
cent. in value of the Scheme Shares held by the Scheme Shareholders who voted,
voted in favour of the resolution to approve the Scheme at the Court Meeting;
and

 

B.  the requisite majority of Yourgene Shareholders voted to pass the Special
Resolution at the General Meeting to approve, inter alia, the implementation
of the Scheme, the adoption of amended articles of association for Yourgene
and the re-registration of Yourgene as a private limited company and
accordingly, the Scheme was approved.

 

Details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting at Parts VIII and Part IX (respectively) of
the Scheme Document, which is 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 copy of the Special Resolution passed at
the General Meeting will be submitted today to the National Storage Mechanism
and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The total number of Yourgene Shares in issue at 6.00 p.m. on 15 August 2023,
being the Voting Record Time, was 3,193,466,515, of which no Yourgene Shares
were held by Yourgene in treasury. Consequently, the total voting rights in
Yourgene at the Voting Record Time were 3,193,466,515. Scheme Shareholders
were entitled to one vote per Scheme Share held at the Voting Record Time at
the Court Meeting and Yourgene Shareholders were entitled to one vote per
Yourgene Share held at the Voting Record Time at the General Meeting.

The detailed voting results in relation to the Court Meeting and the General
Meeting are summarised below and this announcement will be posted 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/) .

Voting results of the Court Meeting

 

At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 98.88 per cent. by value of those
Scheme Shares voted, voted in favour of the resolution to approve the Scheme.
The resolution proposed at the Court Meeting was passed on a poll vote.
Details of the votes cast are as follows:

 

 Results of the Court Meeting  No. of Scheme Shareholders who voted  % of Scheme Shareholders who voted(1)  No. of Scheme Shares voted  % of Scheme Shares voted  No. of Scheme Shares voted as a % of the issued share capital eligible to vote
                                                                                                                                                                  on the Scheme(1)
 For(2)                        70                                    82.35                                  1,848,544,395               98.88                     57.89
 Against                       15                                    17.65                                  21,013,713                  1.12                      0.66
 Total                         75(3)                                 -                                      1,869,558,108               -                         58.54

 

Notes:

 

(1)All percentages set out in the table above have been rounded to two decimal
places. As a result of such rounding the totals of the percentages presented
in these totals may vary slightly from the actual arithmetic totals of such
percentages.

 

(2)Any proxy appointments which gave discretion to the Chairman have been
included in the vote "For" total.

 

(3)The total number of Scheme Shareholders voting for and against the
resolution exceeds the total number of Scheme Shareholders who voted as 10
Scheme Shareholders gave instructions for votes to be cast in favour of the
resolution in respect of part of their holding of Scheme Shares and against
the Resolution in respect of another part of their holding of Scheme Shares.

 

Voting results of the General Meeting

 

At the General Meeting, the special resolution to, inter alia, authorise the
implementation of the Scheme and approve the adoption of the amended articles
of association for Yourgene, was duly passed on a poll vote. The results are
detailed as follows:

 

 Special Resolution  VOTES FOR(2)                                                    VOTES AGAINST                                                    TOTAL          WITHHELD (3)
                     Number of Yourgene Shares voted  % of Yourgene Shares voted(1)  Number of Yourgene Shares voted  % of Yourgene Shares voted (1)  Number         Number
                     1,878,976,167                    98.00                          38,426,436                       2.00                            1,917,402,603  2,931,364

 

Notes:

 

(1)All percentages set out in the table above have been rounded to two decimal
places. As a result of such rounding the totals of the percentages presented
in these totals may vary slightly from the actual arithmetic totals of such
percentages.

 

(2)Any proxy appointments which gave discretion to the Chairman have been
included in the vote "For" total.

 

(3)A withheld vote is not a vote in law and, accordingly, is not counted in
the calculation of the proportion of votes "For" or "Against" the resolution
concerned.

 

Timetable, Conditions and Scheme Document

The outcome of the Court Meeting and the General Meeting means that Conditions
2.1 and 2.2 (as set out in Part III of the Scheme Document) have been
satisfied.

The Acquisition remains subject to the satisfaction or (where applicable)
waiver of the remaining Conditions and to the further terms set out in Part
III of the Scheme Document, including the Court sanctioning the Scheme at the
Court Sanction Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.

The expected timetable of principal events for the implementation of the
Scheme remains as set out on page 12 of the Scheme Document and is set out in
the appendix to this announcement. The dates are indicative only and are
subject to change. The dates will depend, among other things, on the date upon
which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii)
the Court sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.

Yourgene will give adequate notice of all of these dates and times, when
known, 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/) .
Any revisions or changes to these dates and/or times will be notified in the
same way.

 

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.

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. 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 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
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 proposed to be effected by means of a scheme of arrangement under
the Companies Act 2006. 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 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.

Yourgene's financial statements, and all financial information that is
included in this announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, 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.

If Novacyt UK were to elect to implement the Acquisition by means of a
Takeover Offer and determines to extend the Takeover Offer into the United
States, the Acquisition would be made in compliance with applicable U.S. laws
and regulations, including to the extent applicable, Section 14(d) and 14(e)
of the U.S. Exchange Act and Regulations 14D and 14E thereunder, as well as in
accordance with the Code. Such a Takeover Offer would be made in the United
States by Novacyt UK (and/or a nominee of Novacyt UK) and no one else.

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.

Right to switch to a Takeover Offer

Novacyt UK reserves the right to elect, with the consent of the Takeover
Panel, to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms or, if Novacyt UK so decides, on such other
terms being no less favourable (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme.

Publication on website

In accordance with Rule 26 of the Code, a copy of this announcement 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 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 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,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom; or (ii)
calling +44 (0) 371 664 0300. 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.

Information relating to Yourgene Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Yourgene Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Yourgene may be
provided to Novacyt UK during the Offer Period as required under section 4 of
Appendix 4 of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the 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. on the 10th Business Day (as defined in the Code)
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 p.m. on the 10th Business Day (as defined in the 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 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. on the Business Day (as defined in the 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 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 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.

Announcement not a prospectus

This announcement does not constitute a prospectus or prospectus equivalent
document.

Private purchases

In accordance with normal UK practice, Novacyt UK or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, Yourgene Shares, other than pursuant to the
Acquisition, until the date on which the Scheme (or Acquisition, 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 will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at https://www.londonstockexchange.com
(https://www.londonstockexchange.com) .

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Yourgene confirms that, as at the
date of this announcement, it has 3,193,466,515 Yourgene Shares in issue under
the International Securities Identification Number GB00BN31ZD89. No Yourgene
Shares are held by Yourgene in treasury.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the
implementation of the Scheme.

 Event                                                                           Time and/or date (2023)

 Court Sanction Hearing                                                          7 September

 Last day of dealings in, and for registration of transfers of, and disablement  7 September
 in CREST of, Yourgene Shares

 Scheme Record Time                                                              6.00 p.m. on 7 September

 Dealings in Yourgene Shares suspended                                           at or around 7.30 a.m. on 8 September

 Effective Date of the Scheme                                                    8 September(1)

 Cancellation of admission of Yourgene Shares to trading on AIM                  at or around 7.00 a.m. on 11 September

 Latest date for despatch of cheques and crediting of CREST for Consideration    22 September
 due under the Scheme

 Long Stop Date                                                                    29 December(2)

 

Notes:

(1)   These dates and times are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies.

(2)   Following sanction of the Scheme by the Court, the Scheme will become
Effective in accordance with its terms upon a copy of the Court Order being
delivered to the Registrar of Companies.  This is presently expected to occur
within one Business Day after the date of the Sanction Hearing, subject to
satisfaction or (where capable of waiver), waiver of the Conditions.

(3)   This is the latest date by which the Scheme may become Effective
unless Novacyt UK and Yourgene agree (and the Panel and, if required, the
Court permit) a later date or if the Panel requires an extension to the Long
Stop Date pending final determination of an issue under section 3(g) of
Appendix 7 to the Takeover Code.

 

(4)   The dates and times given are indicative only and are based on
Yourgene's and Novacyt UK's current expectations and may be subject to change.
If any of the expected times and/or dates above change (a) the revised times
and/or dates will be notified to Yourgene Shareholders by 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/) and (b) if required by the Panel, Yourgene
will send notice of the change(s) to Yourgene Shareholders and, for
information only to Yourgene Share Plan Participants.

 

(5)   All references to times are to London time unless otherwise stated.

 

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