REG - Yourgene Health PLC - Result of General Meeting and Retail Offer

Yourgene HealthAnnouncement

09/01/2023 17:30

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RNS Number : 1522M  Yourgene Health PLC  09 January 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

Yourgene Health plc

("Yourgene" or the "Company")

 

Result of General Meeting and Retail Offer,

Issue of Equity and Total Voting Rights

Director/PDMR Shareholding

Directorate Changes

 

The Board of Yourgene Health plc (AIM: YGEN), a leading international
molecular diagnostics group, is pleased to announce that resolutions put to
Shareholders at the General Meeting held earlier today in connection with the
Capital Raising announced on 21 December 2022, were duly passed.

 

Result of General Meeting

                          In Favour                  Discretion                   Against           Withheld
 Resolution  Votes        %age       Items    Votes  %age    Items     Votes      %age     Items    Votes     Items
 1           251,650,863  98.24      18       468    0.01    1         4,486,899  1.75     9        991,514   2
 2           251,522,394  98.19      17       468    0.01    1         4,614,868  1.8      9        992,014   3
 3           251,650,863  98.24      18       468    0.01    1         4,486,399  1.75     8        992,014   3
 4           251,594,704  98.22      18       468    0.01    1         4,542,558  1.77     8        992,014   3

 

Result of Retail Offer

Yourgene also announces that it has raised approximately £0.8 million before
expenses pursuant to the subscriptions under the Retail Offer from existing
shareholders for a total of 265,757,345 Retail Shares. In addition, the
Company has received further direct subscriptions from certain existing
Shareholders for a total of 49,102,204 new Ordinary Shares raising an
additional £0.1 million. The Company also confirms that it has been notified
that Life Technologies Limited will not be exercising its pre-emption rights
in respect of the Capital Raising.

 

The Company has therefore issued and allotted a total of 2,449,859,549 New
Ordinary Shares in connection with the Capital Raising, raising £7.3 million
in aggregate (before expenses). The net proceeds of the Capital Raising are
expected to be approximately £6.8 million.

 

The Capital Raising remains conditional, inter alia, upon Second Admission and
the Placing Agreement not being terminated in accordance with its terms.

 

Director participation in the Retail Offer

Dr Joanne Mason, Chief Scientific Officer, has also subscribed for a total of
3,666,666 Retail Shares ("Retail Transaction") under the Retail Offer, in
addition to the 3,333,333 New Ordinary Shares previously subscribed for
directly from the Company.

 

The Directors independent of the Retail Transaction (being all Directors with
the exception of Dr Joanne Mason) consider, having consulted with Cairn
Financial Advisers LLP, the Company's nominated adviser for the purposes of
the AIM Rules, that the terms of such Retail Transaction are fair and
reasonable in so far as the Shareholders are concerned.

 

Director shareholdings

Following completion of the Capital Raising, the shareholdings of the
Directors who participated in the Capital Raising are set out in the table
below:

 

 Director           Existing beneficial shareholdings    Number of  Shares subscribed for in the Capital Raising       Number of Ordinary Shares held    Percentage of Enlarged Issued

following the Admissions
Share Capital following Admissions
 John Brown         352,450                              33,333,333                                                    33,685,783                        1.06%
 Stephen Little     6,726,735                            26,666,667                                                    33,393,402                        1.05%
 Adam Reynolds      6,743,773                            33,333,333(2)                                                 40,077,106                        1.26%
 Bill Chang         80,000,142                           200,000,000                                                   280,000,142                       8.81%
 Lyn Rees           2,037,902                            83,333,333(1)                                                 85,371,235                        2.69%
 Hayden Jeffreys    3,827,482                            3,333,333                                                     7,160,815                         0.13%
 Dr Joanne Mason    61,251                               6,999,999                                                     7,061,250                         0.22%

( )

(1) 16,666,667 Ordinary Shares are in lieu of repaying the £50k loan provided
by Lyn in respect of the Director Loans as announced on 21 December 2022.

(2) 16,666,667 Ordinary Shares are in lieu of fees payable by the Company
under Adam Reynolds' service contract

 

As announced 21 December 2022, Bill Chang provided a loan of £150k to the
Company pursuant to the Director Loans. Bill Chang's loan has been repaid
prior to the Second Admission.

 

Board changes

On Second Admission, the following Directors will step down from the Board:
Adam Reynolds, Dr. Stephen Little, Hayden Jeffreys and Dr. Joanne Mason.  Mr.
Jeffreys and Dr. Mason will continue in their roles as Chief Operating Officer
and Chief Scientific Officer respectively as non-statutory directors of the
Company and Dr Little will remain in a scientific advisory capacity.

 

Issue of equity

The Second Admission Shares, Subscription Shares and Retail Shares will be
allotted on 9 January 2023 and application has been made to the London Stock
Exchange for, in aggregate, 2,383,779,549 Second Admission Shares,
Subscription Shares and Retail Shares to be admitted to trading on AIM. Second
Admission is expected to occur at 8.00 a.m. on 11 January 2023, with dealings
in the Second Admission Shares, Subscription Shares and Retail Shares
commencing at the same time.

 

The Second Admission Shares, Subscription Shares and Retail Shares will rank
pari passu with all other issued Ordinary Shares.

 

Total voting rights

Following Second Admission, the Company will have 3,176,959,792 Ordinary
Shares in issue. No Ordinary Shares will be held in treasury, therefore, the
total number of voting rights in the Company following Admission will be
3,176,959,792.

 

Shareholders may use this figure 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 issued share capital of the Company, under
the FCA's Disclosure Guidance and Transparency Rules.

 

Unless otherwise defined, capitalised terms used in this announcement shall
have the same meanings as defined in the Circular, published by the Company on
23 December 2022.

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.

 

Enquiries:

 Yourgene Health plc                                                           +44 (0)161 669 8122
 Lyn Rees (Chief Executive Officer)                                            investors@Yourgene-health.com

Barry Hextall (Chief Financial Officer)

Joanne Cross (Director of Marketing)

 Cairn Financial Advisers LLP (Nomad)                                          +44 (0)20 7213 0880
 Liam Murray/ James Caithie/ Ludovico Lazzaretti

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

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

 

 

 1       Details of the person discharging managerial responsibilities / person closely

       associated

 a)      Name                                                             A)   John Brown

                                                                          B)    Stephen Little

                                                                          C)    Bill Chang

                                                                          D)   Hayden Jeffreys

                                                                          E)    Joanne Mason

 2       Reason for the notification

 a)      Position/status                                                  A)   Non-executive Chairman

                                                                          B)    Vice Chairman

                                                                          C)    Chief Entrepreneur

                                                                          D)   Chief Operating Officer

                                                                          E)    Chief Scientific Officer

 b)      Initial notification /Amendment                                  Initial notification

 3       Details of the issuer, emission allowance market participant, auction

       platform, auctioneer or auction monitor

 a)      Name                                                             Yourgene Health plc

 b)      LEI                                                              213800UUIT8BZE7QEH33

 4       Details of the transaction(s): section to be repeated for (i) each type of

       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
         place where transactions have been conducted

 a)      Description of the financial instrument, type of instrument      Ordinary shares of 0.1p each

         Identification code                                              ISIN: GB00BN31ZD89

 b)      Nature of the transaction                                        Subscription of shares pursuant to the Capital Raising

 c)      Price(s) and volume(s)

                                                                                            Price(s)          Volume(s)
                                                                                            A)   0.3p         A)   33,333,333
                                                                                            B)    0.3p        B)    33,333,333
                                                                                            C)    0.3p        C)    200,000,000
                                                                                            D)   0.3p         D)   3,333,333
                                                                                            E)    0.3p        E)    6,999,999

 d)      Aggregated information                                           N/A

         - Aggregated volume

         - Price

 e)      Date of the transaction                                          9 January 2023 (Admission 11 January 2023)

 f)      Place of the transaction                                         Outside a trading venue

 

 1       Details of the person discharging managerial responsibilities / person closely

       associated

 a)      Name

                                                                          Lyn Rees

 2       Reason for the notification

 a)      Position/status                                                  Chief Executive Officer

 b)      Initial notification /Amendment                                  Initial notification

 3       Details of the issuer, emission allowance market participant, auction

       platform, auctioneer or auction monitor

 a)      Name                                                             Yourgene Health plc

 b)      LEI                                                              213800UUIT8BZE7QEH33

 4       Details of the transaction(s): section to be repeated for (i) each type of

       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
         place where transactions have been conducted

 a)      Description of the financial instrument, type of instrument      Ordinary shares of 0.1p each

         Identification code                                              ISIN: GB00BN31ZD89

 b)      Nature of the transaction                                        A)   Subscription of shares pursuant to the Capital Raising

                                                                          B)    New ordinary shares in lieu of Director Loans

 c)      Price(s) and volume(s)

                                                                                            Price(s)          Volume(s)
                                                                                            A)   0.3p         A)   66,666,666
                                                                                            B)    0.3p        B)    16,666,667

 d)      Aggregated information

         - Aggregated volume                                               83,333,333 new ordinary shares

         - Price                                                           0.3p per share

 e)      Date of the transaction                                          9 January 2023

                                                                (Admission 11 January 2023)

 f)      Place of the transaction                                         Outside a trading venue

 

 1       Details of the person discharging managerial responsibilities / person closely

       associated

 a)      Name

                                                                          Adam Reynolds

 2       Reason for the notification

 a)      Position/status                                                  Non-executive Director

 b)      Initial notification /Amendment                                  Initial notification

 3       Details of the issuer, emission allowance market participant, auction

       platform, auctioneer or auction monitor

 a)      Name                                                             Yourgene Health plc

 b)      LEI                                                              213800UUIT8BZE7QEH33

 4       Details of the transaction(s): section to be repeated for (i) each type of

       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
         place where transactions have been conducted

 a)      Description of the financial instrument, type of instrument      Ordinary shares of 0.1p each

         Identification code                                              ISIN: GB00BN31ZD89

 b)      Nature of the transaction                                        A)   Subscription of shares pursuant to the Capital Raising

                                                                          B)    New ordinary shares for Fee Shares

 c)      Price(s) and volume(s)

                                                                                            Price(s)          Volume(s)
                                                                                            A)   0.3p         A)   16,666,666
                                                                                            B)    0.3p        B)    16,666,667

 d)      Aggregated information

         - Aggregated volume                                               33,333,333 new ordinary shares

         - Price                                                           0.3p per share

 e)      Date of the transaction                                          9 January 2023

                                                                (Admission 11 January 2023)

 f)      Place of the transaction                                         Outside a trading venue

 

About Yourgene Health

Yourgene Health is an international molecular diagnostics group which develops
integrated genomic technologies and services enabling precision 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 solutions, for reproductive health, precision
medicine and now infectious diseases. The Group's flagship products include
non-invasive prenatal tests (NIPT) for Down's Syndrome and other genetic
disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests,
and a recent extension into the oncology space with DPYD genotyping.

 

The launch of Yourgene Genomic Services has enabled Yourgene to offer a global
laboratory service network equipped to be a full life-cycle partner for
clinical, research and pharmaceutical organisations to support partners at the
preclinical, clinical, and post-market stages to develop, manufacture, obtain
regulatory approval and commercialise new products and services. In addition,
Yourgene Genomic Services offers an NIPT and high throughput COVID-19 testing
service.

 

In August 2020, Yourgene acquired Coastal Genomics, Inc., a sample preparation
technology company based in Vancouver, Canada, enabling the Company to extend
its offering and IP portfolio in the DNA sample preparation sector. The
acquisition increased Yourgene's geographical penetration into the US and
Canada, supplementing existing coverage in the UK, Europe, MEA and Asia.

 

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
www.yourgene-health.com (http://www.yourgene-health.com/) and follow us on
twitter @Yourgene_Health.

 

 

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