REG - Yourgene Health PLC - Result of Placing

Yourgene HealthAnnouncement

05/08/2020 13:15

RNS Number : 2506V
  
Yourgene Health PLC
  
05 August 2020
  
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA 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 IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. 
 
FOR IMMEDIATE RELEASE. 
 
Yourgene Health plc
 
("Yourgene" or the "Company")
 
Result of Placing
 
Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group, is pleased to confirm, further to the announcements made yesterday and earlier today, that all allocations have been confirmed by Nplus1 Singer Capital Markets Limited ("N+1 Singer"), and the Company  has raised gross proceeds of £16.15 million (approximately £15.0 million net of expenses) through a Placing of 95,000,000 new ordinary shares with certain existing and new institutional and other investors at the Placing Price of 17 pence per Placing Share.
 
Due to the strong demand received in market soundings and following the Bookbuild, the Company decided to increase the size of the Placing with additional funds being allocated to the acceleration of existing programs and other strategic growth initiatives. The Placing was oversubscribed against the Company's original funding objective, resulting in net proceeds of approximately £15.0 million being raised for the Company. The Placing Price represents a 2.9 per cent. discount to the closing middle market price of 17.5 pence on 3 August 2020, being the latest practicable trading day prior to the announcement of the Placing.
 
N+1 Singer acted as sole bookrunner in connection with the Placing.
 
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares.
 
Lyn Rees, Chief Executive Officer of Yourgene Health plc, commented:
"We are overwhelmed by the level of support we have seen from our existing and also new shareholders and I would like to extend my thanks to them all for enabling the acquisition of Coastal Genomics and facilitating further growth within the Company.  As an early adopter of this technology, which is now a crucial differentiator in our NIPT offering, we have got to know the team in Coastal Genomics and respect their capability and potential. This is a fantastic opportunity for Yourgene to expand our IP portfolio, grow our core technology and expand our geographical footprint and I am very optimistic about the prospect for the enlarged group to continue our growth journey with a stronger armour of IP and technology. The additional funds will be used to accelerate our R&D pipeline, expand our COVID-19 capacity, strengthen our commercial team in key regions and facilitate future M&A activity."
 
 
Participation by Directors in the Placing
Certain of the Company's Directors (including Dr. Bill Chang, who is also a substantial shareholder) have agreed to subscribe for Placing Shares at the Placing Price. 
 
The number of Placing Shares subscribed for by each of the Directors pursuant to the Placing, and their resulting shareholdings on Admission are set out below: 
 
 



Director


Number of existing Ordinary Shares


Number of Placing Shares subscribed for in the Placing


Number of Ordinary Shares held

on Admission


Percentage of enlarged

share capital on Admission




Dr. Bill Chang


            74,855,996 


                  510,000 


            75,365,996 


10.47%




Adam Reynolds


               5,449,656 


                  100,000 


               5,549,656 


0.77%



 
Related party transactions
 
Dr. Bill Chang and Adam Reynolds (each a director of the Company) have participated in the Placing as set out above ("Transaction"), which pursuant to AIM Rule 13 is deemed to be a related party transaction. The Directors (excluding the Directors who are involved in the Transaction as related parties), having consulted with Cairn Financial Advisers LLP, the Company's Nominated Adviser, consider that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned. 
 
Admission and dealings
 
Application has been made to the London Stock Exchange for the 95,000,000 Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence in the Placing Shares at 8.00 a.m. on 7 August 2020. The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms prior to Admission.
 
Conditional on Admission becoming effective and Completion, a further application will be made to the London Stock Exchange for the 178,753 Company Consideration Shares to be admitted to trading on AIM. It is expected that, admission of the Company Consideration Shares will occur and dealings will commence in such shares at 8:00am on 11 August 2020. 
 
A further announcement is expected to be released by the Company upon Completion, both in respect of the Completion and of the intended admission of the Company Consideration Shares.
 
Total Voting Rights
 
Following Admission and the admission of the Placing Shares to trading on AIM, the Company's issued and fully paid share capital will consist of 719,331,197 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 719,331,197. With effect therefrom, 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.
 
Definitions
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 4 August 2020 to announce the launch of the Placing.
 
 
For further information, please contact:
 



Yourgene Health plc
Lyn Rees, Chief Executive Officer


Tel: +44 (0)161 669 8122
investors@yourgene-health.com  




Barry Hextall, Chief Financial Officer








Joanne Cross, Director of Marketing


















 


 




Cairn Financial Advisers LLP (Nominated Adviser)


Tel: +44 (0)20 7213 0880




Liam Murray / James Caithie / Ludovico Lazzaretti


















N+1 Singer (Joint Corporate Broker and Sole bookrunner)


Tel: +44 (0)207 496 3000




Aubrey Powell / Tom Salvesen / George Tzimas


















Stifel Nicolaus Europe Limited (Joint Corporate Broker)


Tel: +44 (0)20 7710 7600




Nicholas Moore / Matthew Blawat / Ben Maddison




























Walbrook PR Ltd (Media and Investor Relations)


Tel: +44 (0)20 7933 8780 or yourgene@walbrookpr.com 




Paul McManus / Lianne Cawthorne


Mob: 07980 541 893 / Mob: 07584 391 303  























 
 
 
Additional PDMR Dealing Disclosures in accordance with MAR






1
 


Details of the person discharging managerial responsibilities / person closely associated
 




a)


Name


Dr. Bill Chang




2


Reason for the notification




a)


Position/status


Chief Scientific Officer (PDMR)




b)


Initial notification /Amendment


Initial




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
 
Identification code
 


Ordinary Shares of 10 pence each
 
 
GB00BN31ZD89




b)


Nature of the transaction


Acquisition of Ordinary Shares




c)
 


Price(s) and volume(s)
 


Price


Volume




17.0p
 


510,000




d)
 


Aggregated information
 
- Aggregated volume
 
- Price
 


N/A




e)


Date of the transaction


5 August 2020




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 Chair (PDMR)




b)


Initial notification /Amendment


Initial




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
 
Identification code
 


Ordinary Shares of 10 pence each
 
 
GB00BN31ZD89




b)


Nature of the transaction


Acquisition of Ordinary Shares




c)
 


Price(s) and volume(s)
 


Price


Volume




17.0p
 


100,000




d)
 


Aggregated information
 
- Aggregated volume
 
- Price
 


N/A




e)


Date of the transaction


5 August 2020




f)


Place of the transaction


Outside a trading venue



 
 
IMPORTANT NOTICES
 
This announcement (the "Announcement") is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful.
 
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (Regulation 596/2014/EU). Upon the publication of this Announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.
 
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
 
The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Company does not intend to register any portion of the Placing in the United States or to conduct any offering of securities in the United States.  
 
No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Regulation (as defined below) or the AIM Rules for Companies) to be published.
 
No action has been taken by the Company, Cairn Financial Advisers LLP ("Cairn") or Nplus1 Singer Capital Markets Limited ("N+1 Singer"), or any of their respective affiliates, agents, directors, officers or employees that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The distribution of this Announcement, any part of it or any information contained in it may be restricted by law in certain jurisdictions, and persons into whose possession this Announcement comes should inform themselves about, and observe, such restrictions.
 
All offers of the Placing Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to produce a prospectus. In the United Kingdom, this Announcement is directed solely to persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
 
This Announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who (i) have professional experience in matters relating to investments falling within Article 19(5) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). 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 and the information in it must not be acted on or relied on by persons who are not relevant persons.
 
N+1 Singer is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer or for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
 
This Announcement is being issued by and is the sole responsibility of the Company. 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 N+1 Singer or Cairn (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of their respective affiliates or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of N+1 Singer, Cairn or any of their respective affiliates or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. N+1 Singer, Cairn and each of their respective affiliates and each of their respective Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by N+1 Singer, Cairn or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or adequacy of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
 
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by N+1 Singer or Cairn.
 
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning or the negative thereof, reflect the beliefs of the Company's directors and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement may contain certain financial information which is subject to rounding or approximation. The information in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company, N+1 Singer, Cairn or any of their respective affiliates or any of their respective Representatives assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this Announcement.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
 
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised.  Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. 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 London Stock Exchange.
 
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
 
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
 
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, N+1 Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.
 
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
 
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.
 


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