REG - Yourgene Health PLC - Retail Offer

Yourgene HealthAnnouncement

22/12/2022 11:00

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RNS Number : 6202K  Yourgene Health PLC  22 December 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
YOURGENE HEALTH PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF YOURGENE HEALTH PLC.

 

 

22 December 2022

 

Yourgene Health plc

 

Retail Offer

 

Yourgene Health plc ("Yourgene" or the "Company") is pleased to announce a
retail offer via BookBuild (the "Retail Offer") of ordinary shares of 0.1
pence each ("Ordinary Shares") in the capital of the Company (the "Retail
Shares") up to the value of £1.0 million at an issue price of 0.30 pence per
Retail Share (the "Issue Price"). The Issue Price represents a discount of
approximately 83.8 per cent. to the closing mid-price of the Ordinary Shares
on 20 December 2022.

 

In addition to the Retail Offer, the Company also announced a placing of new
Ordinary Shares (the "Placing Shares") through an accelerated bookbuild
process (the "Placing") and subscriptions (the "Subscriptions") for new
Ordinary Shares (the "Subscription Shares" and, together with the Placing
Shares and Retail Shares, the "Capital Raising Shares") both at the Issue
Price.

 

A separate announcement has been made regarding the Placing and its terms. For
the avoidance of doubt, the Retail Offer is not part of the Placing.

 

The Capital Raising Shares are being issued in two tranches, with the first
tranche of 66,080,000 Placing Shares (the "First Admission Shares") utilising
the Company's existing shareholder authorities to issue new Ordinary Shares on
a non-pre-emptive basis and the second tranche comprising the Retail Shares,
499,999,999 Subscription Shares,  and 1,568,920,001 further Placing Shares
(together the "Second Admission Shares").

 

The Retail Offer is conditional on (a) approval by the shareholders of the
Company of resolutions granting authority for the directors of the Company to
issue the Second Admission Shares at a general meeting of the Company to be
held at 4.00 p.m. on 9 January 2023 and (b) the Second Admission Shares being
admitted to trading on the AIM market of London Stock Exchange plc
("Admission"). Admission of the Second Admission Shares to be issued under the
Retail Offer is expected to take place at 8.00 a.m. on 11 January 2023.
Completion of the Retail Offer is conditional, inter alia, upon the
completion of the Placing.

 

BookBuild Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the Retail Offer.

 

Therefore the Company is making the Retail Offer open to eligible investors in
the United Kingdom following release of this announcement through certain
financial intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/GJQYR1/authorised-intermediaries
(https://www.bookbuild.live/deals/GJQYR1/authorised-intermediaries) .

 

Existing shareholders can contact their broker or wealth manager to
participate in the Retail Offer.

 

The Retail Offer will open at 8.00 a.m. on 23 December 2022 and is expected to
close at 4.30 p.m. on 6 January 2023. Eligible shareholders should note that
financial intermediaries may have earlier closing times.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
existing retail shareholders should contact: support@bookbuild.live.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary and must be a shareholder in the
Company as at the date hereof or will be, prior to placing an order for Retail
Shares, which may include individuals aged 18 years or over, companies and
other bodies corporate, partnerships, trusts, associations and other
unincorporated organisations.

 

There is a minimum subscription of £300 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is vital to note that once an application for Retail Shares has been made
and accepted via an intermediary, it cannot be withdrawn.

 

The Capital Raising Shares will, when issued, be credited as fully paid and
will rank pari passu in all respects with existing Ordinary Shares including
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

It is a term of the Retail Offer that the total value of the Retail Shares
available for subscription at the Issue Price does not exceed £1.0 million.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for approval of the
same by the Financial Conduct Authority. The Retail Offer is not being made
into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
the domestic law of England and Wales by virtue of the European Union
(Withdrawal) Act 2018 (as amended).

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Shares and investment in the
Company carries a number of risks. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
Retail Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

 

 Situation:    Retail Offer
 Issuer Name:  YOURGENE HEALTH PLC
 Security:     ORD 0.1P
 Terms:        Retail Offer Raise Target: £1,000,000.00

               Retail Offer Placing Shares: 333,333,000

               Issue Price: GBX 0.30

 

 ISIN           SEDOL     TITLE                          SETTLEMENT TYPE

 GB00BN31ZD89   BN31ZD8   YOURGENE HEALTH PLC ORD 0.1P   CREST

 

 Dates                Description
 12/23/2022, 8:00 AM  Deal open for orders
 1/6/2023, 4:30 PM    Deal closed for orders
 1/11/2023            Trading date
 1/11/2023            Settlement date
 1/30/2023            Long stop date

 

For further information, please contact:

 

 Yourgene Health plc                                         +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                                +44 (0)20 7213 0880

(Nominated Adviser)
 Liam Murray / James Caithie / Ludovico Lazzaretti

 Singer Capital Markets Securities Limited                   +44 (0) 20 7496 3000

(Corporate Broker)
 Aubrey Powell / Tom Salvesen / George Tzimas / Alex Emslie

 Walbrook PR                                                 +44 (0) 20 7933 8780 or yourgene@walbrookpr.com

(Public Relations Adviser)
 Paul McManus / Lianne Applegarth                            Mob: 07980 541 893 / 07584 391 303 / 07407 804 654

/ Alice Woodings

 

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Shares is being made in the United States. The Retail
Shares are being offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S under the
US Securities Act ("Regulation S") to non-US persons (within the meaning of
Regulation S). In addition, the Company has not been, and will not be,
registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

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 US
Securities Act, 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 and the offering, placing and/or issue
of the Retail Shares in certain jurisdictions may be restricted by law in
certain jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

Singer Capital Markets Securities Limited ("Singer Capital Markets") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the Retail Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Singer Capital Markets expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, the London Stock Exchange or
applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Singer Capital Markets or any of
its affiliates, accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Singer Capital Markets and its affiliates, accordingly disclaim all
and any liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or its
contents or otherwise arising in connection therewith.

 

This announcement does not constitute a recommendation concerning any
subscriber's investment decision with respect to the Retail Offer. The price
of shares and any income expected from them may go down as well as up and
subscribers may not get back the full amount invested upon disposal of the
shares. Any indication in this announcement of the price at which the Ordinary
Share have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of MiFID II; and (c)
local implementing measures; and/or (d) (where applicable to UK investors or
UK firms) the relevant provisions of the UK statutory instruments implementing
Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593,
Regulation (EU) No 600/2014 of the European Parliament, as they form part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
(together, the "UK MiFID Laws") (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 Retail Shares have been subject to a product approval process,
which has determined that the Retail Shares are: (i) compatible with an end
target market of retail investors who do not need a guaranteed income or
capital protection and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Directive
2014/65/EU and the UK MiFID Laws (as applicable) (the "Target Market
Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Shares may decline and investors could lose all or
part of their investment; the Retail Shares offer no guaranteed income and no
capital protection; and an investment in the Retail 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 Retail Offer. Furthermore, it is noted that, notwithstanding
the Target Market, Singer Capital Markets will only contact prospective
applicants for participation in the Retail Offer 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 Directive 2014/65/EU or the UK MiFID Laws; 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 Retail Shares. Each distributor
is responsible for undertaking its own target market assessment in respect of
the Retail Shares and determining appropriate distribution channels.

 

It is further noted that the Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

 

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