REG - Yourgene Health PLC - Result of Placing and Subscriptions

Yourgene HealthAnnouncement

22/12/2022 07:00

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RNS Number : 5507K  Yourgene Health PLC  22 December 2022

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. PLEASE SEE
THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN YOURGENE HEALTH PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF YOURGENE HEALTH PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR.  UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.

 

22 December 2022

 

Yourgene Health plc

 

("Yourgene" or the "Company")

 

Result of Placing and Subscriptions

 

Yourgene Health plc (AIM: YGEN) is pleased to confirm, further to the
announcement made at 2.29 p.m. on 21 December 2022 (the "Launch
Announcement"), the successful completion of the Placing and the Director
Subscriptions at the Issue Price of 0.30 pence per share.

 

The Placing, the Director Subscriptions and further direct subscriptions with
the Company (the "Subscriptions") have conditionally raised aggregate gross
proceeds of approximately £6.4 million pursuant to the placing of
1,635,000,001 Placing Shares and through the issue of 383,333,332 Director
Subscription Shares and a further 116,666,667 new Ordinary Shares pursuant to
the Subscriptions, of which 66,080,000 Placing Shares will be issued under the
Company's existing authorities and will be admitted to trading on AIM at First
Admission.

 

Singer Capital Markets acted as sole bookrunner in connection with the
Placing. The Placing was conducted by way of an accelerated book build
process.

 

Following the deduction of associated fees and expenses, the net proceeds
receivable by the Company will be used principally to provide additional
near-term working capital and facilitate further restructuring of the Group to
achieve further cost savings.

 

The Retail Offer will be launched at 8.00 a.m. on 23 December 2022, with a
separate announcement to be made in due course.

 

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

 

Lyn Rees, Chief Executive Officer of Yourgene Health plc, commented:

"The first priority was to secure the future of the business and for that we
thank our supportive stakeholders. The next priority is to deliver value for
investors by demonstrating the merits of the high-quality business we are
building in extraordinary times."

 

Related Party Transactions

Certain directors of the Company (the "Subscribing Directors") have agreed to
subscribe for, in aggregate, 383,333,332 Director Subscription Shares at the
Issue Price. The number of Director Subscription Shares conditionally
subscribed for by each of the Directors pursuant to the Director
Subscriptions, and their resulting shareholdings following the Admissions are
set out below:

 

 Director         Existing beneficial shareholdings  Number of Director Subscription Shares subscribed for  Number of Ordinary Shares held  Percentage of Enlarged Issued

following the Admissions
Share Capital following the Admissions (assuming full take-up of Retail Offer)
 John Brown       352,450                            33,333,333                                             33,685,783                      1.05
 Bill Chang       80,000,142                         200,000,000                                            280,000,142                     8.76
 Hayden Jeffreys  688,944                            3,333,333                                              4,022,277                       0.13
 Stephen Little   6,726,735                          26,666,667                                             33,393,402                      1.05
 Joanne Mason     61,251                             3,333,333                                              3,394,584                       0.11
 Lyn Rees         2,037,902                          83,333,333                                             85,371,235                      2.67
 Adam Reynolds    6,743,773                          33,333,333                                             40,077,106                      1.25

 

Any subscriptions by the Subscribing Directors constitute related party
transactions for the purposes of Rule 13 of the AIM Rules by virtue of such
persons being directors of the Company and therefore related parties (the
"Transaction"). The independent Directors, being Barry Hextall, Chief
Financial Officer, and Mary Tavener, Non-executive Director, independent of
the Transaction consider, having consulted with Cairn Financial Advisers LLP,
the Company's nominated adviser for the purposes of the AIM Rules, that the
terms of the Transaction are fair and reasonable in so far as the Shareholders
are concerned.

 

In order to provide the Company with additional liquidity until Second
Admission becoming effective, Bill Chang and Lyn Rees, both directors of the
Company, have today entered into agreements between each of them and the
Company under which they have agreed to lend £150,000 and £50,000
respectively to the Group, further details of which will be set out in the
Circular (as defined below) (the "Director Loans"). The Director Loans
constitute a related party transaction for the purposes of Rule 13 of the AIM
Rules by virtue of such persons being directors of the Company and therefore
related parties (the "Loan Transactions"). The Directors independent of the
Loan Transactions consider, having consulted with Cairn Financial Advisers
LLP, the Company's nominated adviser for the purposes of the AIM Rules, that
the terms of the Loan Transactions are fair and reasonable in so far as the
Shareholders are concerned.

 

Adam Reynolds, a Director of the Company, intends to subscribe for Director
Subscription Shares at the Issue Price, with some of his subscription monies
being offset against fees under his service contract owed to him by the
Company, further details of which will be announced in due course (the "Fee
Shares"). The receipt of Fee Shares would constitute a related party
transaction for the purposes of Rule 13 of the AIM Rules by virtue of Adam
Reynolds being a Director and therefore a related party (the "Fee Share
Transaction"). The Directors independent of the Fee Share Transaction (being
all Directors with the exception of Adam Reynolds) 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 Fee Share Transaction are
fair and reasonable in so far as the Shareholders are concerned.

 

Admission, Settlement and Dealings

 

Admission of the First Admission Shares will take place on or before 8.00 a.m.
on 23 December 2022 and dealings in the First Admission Shares on AIM will
commence at the same time.

 

Application will be made for admission of the Second Admission Shares. Subject
to, amongst other things, the passing of the Resolutions, settlement of the
Second Admission Shares and Second Admission are expected to take place at
8.00 a.m. on or around 11 January 2023. In addition to the passing of the
Resolutions, the Placing, Retail Offer, Director Subscriptions and other
Subscriptions are conditional upon, among other things, the relevant Admission
becoming effective and the Placing Agreement not being terminated in
accordance with its terms.

 

The Placing Shares, Retail Offer Shares, Director Subscription Shares and
Ordinary Shares to be issued pursuant to the other Subscriptions, when issued,
will be fully paid and will rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.  A further
announcement will be made in relation to total voting rights in the Company's
share capital following the issue of the Second Admission Shares.

 

Total Voting Rights

 

Following admission of the First Admission Shares, the Company's issued and
fully paid share capital will consist of 793,180,243 Ordinary Shares, all of
which carry one voting right per share. The Company does not hold any Ordinary
Shares in treasury. Therefore, the total number of ordinary shares and voting
rights in the Company will be 793,180,243. This 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 FCA's Disclosure Guidance and
Transparency Rules.

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

Enquiries:

 

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

 Lyn Rees, Chief Executive Officer                  investors@yourgene-health.com (mailto:investors@yourgene-health.com)
 Barry Hextall, Chief Financial Officer
 Joanne Cross, Director of Marketing

 Cairn Financial Advisers LLP (NOMAD)               Tel: +44 (0)20 7213 0880
 Liam Murray / James Caithie / 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
 Paul McManus / Lianne Applegarth                   Mob: 07980 541 893 / 07584 391 303

 / Alice Woodings                                   / 07407 804 654

 

 

 

 

IMPORTANT NOTICES

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN YOURGENE HEALTH PLC.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

The distribution of this Announcement in certain jurisdictions may be
restricted by law. No action has been taken by Yourgene, Singer Capital
Markets or any of their respective affiliates, agents, directors, officers,
consultants, partners or employees ("Representatives") that would permit an
offer of the securities or possession or distribution of this Announcement or
any other offering or publicity material relating to such Shares in any
jurisdiction where action for that purpose is required.  Persons into whose
possession this Announcement comes are required by Yourgene and Singer Capital
Markets to inform themselves about and to observe any such restrictions.

 

This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful.  No public offering of
securities is being made in any such jurisdiction.

 

All offers of the Placing Shares and the Retail Offer Shares in the United
Kingdom or the EEA will be made pursuant to an exemption from the requirement
to produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, this
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as amended)
("FSMA") does not require the approval of the relevant communication by an
authorised person.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any such action.

 

By participating in the Bookbuilding Process and the Placing, each person who
is invited to and who chooses to participate in the Placing (a "Placee") by
making an oral, electronic or written and legally binding offer to acquire
Placing Shares will be deemed to have read and understood this Announcement in
its entirety, to be participating, making an offer and acquiring Placing
Shares on the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in the Appendix.  Members of the public are not eligible to take
part in the Placing and no public offering of Placing Shares is being or will
be made.

 

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Yourgene's plans and its current goals
and expectations relating to its future financial condition, performance,
strategic initiatives, objectives and results.  Forward-looking statements
sometimes use words such as "aim", "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning.  By their nature, all
forward-looking statements involve risk and uncertainty because they speak
only as at the date of this Announcement and relate to future events and
circumstances which are beyond the control of Yourgene, including amongst
other things, United Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and exchange
rates, the policies and actions of governmental and regulatory authorities,
the effect of competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within relevant
industries, the effect of tax and other legislation and other regulations in
the jurisdictions in which Yourgene and its affiliates operate, the effect of
volatility in the equity, capital and credit markets on Yourgene's
profitability and ability to access capital and credit, a decline in
Yourgene's credit ratings; the effect of operational risks; and the loss of
key personnel.  As a result, the actual future financial condition,
performance and results of Yourgene may differ materially from the plans,
goals and expectations set forth in any forward-looking statements.  Any
forward-looking statements made in this Announcement by or on behalf of
Yourgene speak only as of the date they are made.  Except as required by
applicable law or regulation, Yourgene expressly disclaims any obligation or
undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in Yourgene's
expectations with regard thereto or any changes in events, conditions or
circumstances on which any such statement is based.  Given those risks and
uncertainties, prospective investors are cautioned not to place undue reliance
on forward-looking statements.

 

Singer Capital Markets Securities Limited and Singer Capital Markets Advisory
LLP are each authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and are acting exclusively for Yourgene and no
one else in connection with the Bookbuilding Process and the Fundraise, and
neither will be responsible to anyone (including any Placees) other than
Yourgene for providing the protections afforded to their clients or for
providing advice in relation to the Bookbuilding Process or the Fundraise or
any other matters referred to in this Announcement.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Singer Capital Markets or by any of its Representatives as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Yourgene for the current or future financial years
would necessarily match or exceed the historical published earnings per share
of Yourgene.

The price of shares and any income expected from them is not guarantee and may
go down as well as up and investors may not get back the full amount
originally invested upon disposal of the shares.  Past performance is not a
reliable indicator of future performance, and persons needing advice should
consult an independent financial adviser.

 

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content of Yourgene's website nor any website accessible by
hyperlinks on Yourgene's website is incorporated in, or forms part of, this
Announcement.

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