REG - Yourgene Health PLC - Rule 2.7 Announcement
03/07/2023 07:00
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RNS Number : 6553E Yourgene Health PLC 03 July 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
3 July 2023
RECOMMENDED CASH OFFER
by
Novacyt UK Holdings Limited
(a wholly-owned subsidiary of Novacyt S.A.)
for
Yourgene Health plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of Novacyt and Yourgene
are pleased to announce that they have 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
share capital of Yourgene (the "Acquisition").
· Under the terms of the Acquisition, each Yourgene
Shareholder will be entitled to receive:
0.522 pence in cash per Yourgene Share
· The Acquisition values the entire issued and to
be issued share capital of Yourgene at approximately £16.7 million.
· The Acquisition Price represents a premium of
approximately:
- 167.7 per cent. to the Closing Price of 0.195 pence
per Yourgene Share on 30 June 2023 (being the last Business Day prior to the
date of this Announcement);
- 111.3 per cent. to the Volume Weighted Average Price
per Yourgene Share during the three-month period ended 30 June 2023 (being the
last Business Day prior to the date of this Announcement);
- 57.2 per cent. to the Volume Weighted Average Price
per Yourgene Share during the six-month period ended 30 June 2023 (being the
last Business Day prior to the date of this Announcement); and
- 74.0 per cent. to the December 2022 placing price of
0.30 pence per Yourgene Share.
· If, on or after the date of this Announcement and
on or prior to the Effective Date, any dividend and/or other distribution
and/or other return of capital in respect of the Yourgene Shares is declared,
made, paid or becomes payable by Yourgene, Novacyt UK reserves the right to
reduce the consideration payable for each Yourgene Share under the terms of
the Acquisition by an amount up to the amount per Yourgene Share of such
dividend and/or distribution and/or other return of capital, in which case any
reference in this Announcement to the consideration payable under the terms of
the Acquisition will be deemed to be a reference to the consideration as so
reduced. In such circumstances, Yourgene Shareholders would be entitled to
retain any such dividend and/or distribution and/or other return of capital.
· It is intended that the Acquisition will be
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act (or if Novacyt UK elects, with the consent of the
Takeover Panel, by way of a Takeover Offer).
Background to, and reasons for, the Acquisition
· The boards of Novacyt and Novacyt UK believe that
the Acquisition strongly aligns with Novacyt's post-COVID-19 strategy, set out
by Novacyt in early 2022, which was focussed on the twin objectives of
portfolio development and geographic expansion and included pursuing strategic
M&A transactions to build scale and diversification to support the
long-term growth of the business. For this reason, the boards of Novacyt and
Novacyt UK therefore believe there is a compelling strategic and financial
rationale for the Acquisition.
· The Enlarged Group is expected to create a more
scaled, diversified operator in the diagnostics sector. The Acquisition
combines highly complementary technologies and services, with the Enlarged
Group able to leverage mutual research and development capabilities for
ongoing product development and portfolio enhancement to improve the customer
offering.
· The diagnostics industry, in which both Novacyt
and Yourgene operate, is highly competitive, with multiple scale competitors.
Continuing to invest in research and development to develop Yourgene's service
and product offering over the long term requires highly targeted continued
investment, which the combination of the two groups will facilitate, through
utilisation of combined capital resources and commercial infrastructure.
· Novacyt considers that customers will benefit
significantly from the combination, driven by the complementary suite of
diagnostic products and services of the two groups. This will enable the
delivery of more integrated solutions through the efficient pooling of
resources.
· Novacyt believes that Yourgene's core NIPT
offering and PCR portfolio has significant growth potential that can be
further accelerated by the significant resources and investment that Novacyt
can provide, given its strong financial position.
· The Acquisition is expected to enable Novacyt to
deliver significant value to customers across the combined set of businesses
through streamlined technology and sharing of best operational practices to
create a more robust and sustainable operating model to serve partners and
customers.
· The Novacyt Directors believe that there is
significant potential for the Enlarged Group to strengthen customer
relationships and cross-sell its expanded range of products and services
within the combined installed base, whilst maintaining specialist capabilities
in discrete competencies. In particular, Novacyt sees potential to leverage
Yourgene's proprietary Ranger(®) Technology to differentiate the Enlarged
Group's molecular diagnostics portfolio while continuing to explore further
use cases within the Yourgene and Novacyt product portfolios.
· Novacyt believes that Yourgene will reach its
full potential under Novacyt's ownership, accelerating revenue growth and
building long-term value for the Enlarged Group, driven by the increased
investment in Yourgene that could be provided as part of the Enlarged Group.
· The Novacyt Directors expect cost synergies to be
generated through the rationalisation of duplicative functions and systems,
elimination of excess facilities and combination of leadership roles within
the Enlarged Group.
· The boards of directors of Novacyt and Novacyt UK
believe that the Enlarged Group will be a more attractive prospect as a
consolidated entity to attract investment from a wider range of institutional
investors.
· The boards of directors of Novacyt and Novacyt UK
believe that the Acquisition Price represents a full and fair value for
Yourgene Shareholders. The Acquisition Price allows Yourgene Shareholders to
immediately crystallise the value of their holdings, in cash, at a significant
premium to the current share price of Yourgene, while not taking any of the
substantial risk that remains to Yourgene as a standalone entity.
Recommendation
· The Yourgene Directors, who have been so advised by Stifel
Nicolaus Europe Limited ("Stifel") as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and reasonable.
In providing its advice to the Yourgene Directors, Stifel has taken into
account the commercial assessments of the Yourgene Directors. Stifel is
providing independent financial advice to the Yourgene Directors for the
purposes of Rule 3 of the Code.
· Accordingly, the Yourgene Directors intend to recommend
unanimously that the Yourgene Shareholders vote or procure votes in favour of
the Scheme at the Court Meeting and the Special Resolution relating to the
Acquisition to be proposed at the General Meeting (or, if Novacyt UK exercises
its right to implement the Acquisition by way of a Takeover Offer, to accept
such offer), as the Yourgene Directors who hold Yourgene Shares (in a personal
capacity or through a nominee) have irrevocably undertaken to do, or as they
have otherwise irrevocably undertaken to direct (and use all reasonable
endeavours to procure that) their nominees do, in respect of their own (and
their connected persons') beneficial holdings of Yourgene Shares (or those
Yourgene Shares over which they have control) other than any Yourgene Shares
held by them pursuant to the SIP, amounting, in aggregate to 428,977,159
Yourgene Shares (representing, in aggregate, approximately 13.5 per cent. of
the Yourgene Shares in issue on 30 June 2023 (being the last Business Day
prior to the date of this Announcement)).
Irrevocable undertakings
· In addition to the irrevocable undertakings from the Yourgene
Directors, Novacyt UK has also received an irrevocable undertaking to vote or
procure votes in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting (or, if Novacyt UK exercises
its right to implement the Acquisition by way of a Takeover Offer, to accept
such offer) from BGF Investments LP in respect of 399,264,611 Yourgene Shares
(representing approximately 12.6 per cent. of the Yourgene Shares in issue on
30 June 2023 (being the last Business Day prior to the date of this
Announcement)).
· In total therefore, as at the date of this Announcement, Novacyt
UK has received irrevocable undertakings to vote or procure votes in favour of
the Scheme at the Court Meeting and the Special Resolution to be proposed at
the General Meeting (or, if Novacyt UK exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) with respect to
a total of 828,241,770 Yourgene Shares (representing, in aggregate,
approximately 26.1 per cent. of the Yourgene Shares in issue on 30 June 2023
(being the last Business Day prior to the date of this Announcement).
· Full details of the irrevocable undertakings received by Novacyt
UK are set out in Appendix 3 to this Announcement.
Information on the Novacyt Group
· Novacyt is an international diagnostics business delivering a
broad portfolio of in vitro and molecular diagnostic tests for a wide range of
infectious diseases, enabling faster, more accurate, accessible testing to
improve healthcare outcomes. Novacyt provides customers with modular
decentralised and near to patient instruments workflows using its integrated
and scalable instrumentation/solutions. Novacyt specialises in the design,
manufacture and supply of real-time PCR kits, reagents and a full range of
laboratory and qPCR instrumentation for molecular biology research and
clinical use. Novacyt offers a varied and comprehensive range of qPCR assays,
covering human, veterinary, biodefence, environmental, agriculture and food
testing. Novacyt Shares are admitted to trading on AIM and on the Euronext
Growth Paris.
· Novacyt UK is a wholly-owned subsidiary of Novacyt.
Information on Yourgene
· Yourgene is an international integrated technologies and services
business, enabling the delivery of genomic medicine. Yourgene works in
partnership with global leaders in DNA technology to advance diagnostic
science.
· Yourgene primarily develops, manufactures, and commercialises
simple and accurate molecular diagnostic and screening solutions, for
reproductive health and precision medicine. Yourgene's portfolio of in vitro
diagnostic products includes non-invasive prenatal tests (NIPT) for Down's
Syndrome and other genetic disorders, Cystic Fibrosis screening tests,
invasive rapid aneuploidy tests and DPYD genotyping assays.
· Building on expertise in genomic technology, Yourgene's
Ranger(®) Technology offers next generation size selection with a range of
sample preparation platforms for dynamic target enrichment. Ranger(®)
Technology can be utilised to improve workflows and performance in multiple
applications including NIPT, oncology, infectious disease testing and gene
synthesis.
· Yourgene Genomic Services offers a clinical service from the UK
and Taiwan focusing on precision medicine and reproductive health, including
NIPT.
· Yourgene is headquartered in Manchester, UK with offices in
Taipei (divestment pending), Singapore, the U.S. and Canada, and the Yourgene
Shares are admitted to trading on AIM.
· As previously disclosed by Yourgene on 18 February 2019, in
connection with the Yourgene Group's corporate and commercial restructure of
its relationship with Life Technologies Limited (a subsidiary of Thermo
Scientific Inc.) in February 2019, Yourgene agreed to a £6.5 million
contingent liability payable by Yourgene to Life Technologies Limited in the
event that, inter alia, any person (together with its connected persons or any
other persons with whom it is acting in concert) acquires interests in
securities carrying more than 50 per cent. of the voting rights of Yourgene or
any person or group acquires all or substantially all of the business/assets
of Yourgene. Such payment is due and payable by Yourgene to Life Technologies
Limited in cash on the date of such an event. In connection with the
Acquisition and pursuant to this obligation, Novacyt will fund Yourgene so
that it can make this payment to Life Technologies Limited upon completion of
the Acquisition.
· Yourgene has an existing term loan facility in place with Silicon
Valley Bank (UK branch) (the "SVB Loan"). Following completion of the
Acquisition, it is expected that the SVB Loan will be repaid in full.
Timetable, Conditions and Scheme Document
· It is intended that the Acquisition will be
effected by way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act. The purpose of the Scheme is to provide for Novacyt UK to
become the owner of the whole of the issued and to be issued share capital of
Yourgene. The Scheme will be put to Scheme Shareholders at the Court Meeting
and to Yourgene Shareholders at the General Meeting. In order to become
Effective, the Scheme must be approved by a majority in number of the Scheme
Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares voted. The
implementation of the Scheme must also be approved by Yourgene Shareholders at
the General Meeting.
· The Acquisition is subject to the Conditions and
certain further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions which will be set out in the Scheme Document.
· It is expected that the Scheme Document,
containing further information about the Acquisition and notices of the Court
Meeting and General Meeting, together with the associated Forms of Proxy, will
be posted to Yourgene Shareholders as soon as reasonably practicable and, in
any event, within 28 days of the date of this Announcement, unless Novacyt UK
and Yourgene otherwise agree, and the Takeover Panel consents, and will be
made available by Yourgene and Novacyt UK at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
(https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/) and
https://novacyt.com/investors/ (https://novacyt.com/investors/) respectively
(subject to certain restrictions in relation to persons in Restricted
Jurisdictions).
· The Acquisition is currently expected to complete
during Q3 2023, subject to the satisfaction or waiver (as applicable) of the
Conditions. An expected timetable of key events relating to the Acquisition
will be provided in the Scheme Document.
Commenting on the Acquisition, James McCarthy, acting Chief Executive Officer
of Novacyt, said:
"We are delighted to announce this recommended offer for Yourgene. We regard
Yourgene as a highly respected company with a world class team of employees
that offers differentiated solutions to customers. We consider Novacyt and
Yourgene to be highly complementary and expect the combination of the two
businesses to benefit stakeholders of both Novacyt and Yourgene."
Commenting on the Acquisition, Lyn Rees, Chief Executive Officer of Yourgene,
said:
"The Board of Yourgene welcome the offer from Novacyt UK. The prospect and
scale of what the new enlarged group could bring to our customers, employees
and other stakeholders is exciting given the complimentary fit of both
businesses. Whilst the two companies work within the same molecular diagnostic
space, they both bring distinctive strengths and are focused in different
market segments, which opens up further opportunities for growth."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. In particular, the Acquisition
is subject to the Conditions and certain further terms set out in Appendix 1
to this Announcement and to the full terms and conditions which will be set
out in the Scheme Document. Appendix 2 to this Announcement contains details
of sources of information and bases of calculation contained in this
Announcement. Appendix 3 to this Announcement contains a summary of the
irrevocable undertakings referred to in this Announcement. Appendix 4 to this
Announcement contains definitions of certain terms and expressions used in
this Announcement.
The person responsible for arranging the release of this Announcement on
behalf of Novacyt UK is James McCarthy.
The person responsible for arranging the release of this Announcement on
behalf of Yourgene is Lyn Rees.
Enquiries:
Novacyt
James Wakefield (Chairman) / James McCarthy (acting Chief Executive Officer) c/o Numis
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)
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
Stephenson Harwood LLP is providing legal advice to Novacyt and Novacyt UK.
Addleshaw Goddard LLP is providing legal advice to Yourgene.
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.
This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through and on the terms set
out in the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and the
accompanying Forms of Proxy, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the Scheme.
Any approval, decision or other response to the Acquisition should be made
only on the basis of the information in the Scheme Document. Scheme
Shareholders are strongly advised to read the formal documentation in relation
to the Acquisition once it has been despatched.
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. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Yourgene Shares with
respect to the Scheme at the Court Meeting or with respect to the Special
Resolution at the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting and/or General Meeting on
their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. Therefore, 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
will be 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. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be 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 and subject to the
amendments referred to in Part B of Appendix 1 to this Announcement.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code 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 (London time) 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.
Disclosure requirements of the Code
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. (London time) 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. (London time) 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. (London time) 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 3,176,959,792 Yourgene Shares in issue under
the International Securities Identification Number GB00BN31ZD89. No Yourgene
Shares are held 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR 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
3 July 2023
RECOMMENDED CASH OFFER
by
Novacyt UK Holdings Limited
(a wholly-owned subsidiary of Novacyt S.A.)
for
Yourgene Health plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of directors of Novacyt and Yourgene are pleased to announce that
they have 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 share capital of Yourgene.
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
(although Novacyt UK reserves the right to effect the Acquisition by way of a
Takeover Offer, with the consent of the Takeover Panel).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and certain further terms set out in Appendix 1 to this Announcement and to
the full terms and conditions which will be set out in the Scheme Document,
each Yourgene Shareholder will be entitled to receive:
0.522 pence in cash per Yourgene Share
· The Acquisition values the entire issued and to
be issued share capital of Yourgene at approximately £16.7 million.
· The Acquisition Price represents a premium of
approximately:
- 167.7 per cent. to the Closing Price of 0.195 pence
per Yourgene Share on 30 June 2023 (being the last Business Day prior to the
date of this Announcement);
- 111.3 per cent. to the Volume Weighted Average Price
per Yourgene Share during the three-month period ended 30 June 2023 (being the
last Business Day prior to the date of this Announcement);
- 57.2 per cent. to the Volume Weighted Average Price
per Yourgene Share during the six-month period ended 30 June 2023 (being the
last Business Day prior to the date of this Announcement); and
- 74.0 per cent. to the December 2022 placing price of
0.30 pence per Yourgene Share.
The Yourgene Shares will be acquired by Novacyt UK fully paid and free from
all liens, equitable interests, charges, encumbrances, rights of pre-emption
and any other third party rights or interests whatsoever and together with all
rights existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and retain, in
full, all dividends and/or other distributions (if any) declared, made or paid
and/or any other return of capital (whether by way of reduction of share
capital or share premium account or otherwise) made on or after the Effective
Date in respect of the Yourgene Shares.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or other return of capital in
respect of the Yourgene Shares is declared, made, paid or becomes payable by
Yourgene, Novacyt UK reserves the right to reduce the consideration payable
for each Yourgene Share under the terms of the Acquisition by an amount up to
the amount per Yourgene Share of such dividend and/or distribution and/or
other return of capital, in which case any reference in this Announcement to
the consideration payable under the terms of the Acquisition will be deemed to
be a reference to the consideration as so reduced. In such circumstances,
Yourgene Shareholders would be entitled to retain any such dividend and/or
distribution and/or other return of capital.
3. Background to, and reasons for, the Acquisition
In early 2022, Novacyt set out a new strategy to transition to a post-COVID-19
market and position Novacyt for long-term sustainable growth. This strategy
focussed on the twin objectives of portfolio development and geographic
expansion underpinned by Novacyt's credentials as an agile, world-leading
provider of integrated RUO and clinical diagnostics. It included pursuing
strategic M&A transactions to build scale and diversification to support
the long-term growth of the business.
The boards of Novacyt and Novacyt UK believe that the acquisition of Yourgene
strongly aligns with this strategy and believes there is a compelling
strategic and financial rationale for the Acquisition.
The Enlarged Group is expected to create a more scaled, diversified operator
in the diagnostics sector. The Acquisition combines highly complementary
technologies and services, with the Enlarged Group able to leverage mutual
research and development capabilities for ongoing product development and
portfolio enhancement to improve the customer offering.
The diagnostics industry, in which both Novacyt and Yourgene operate, is
highly competitive, with multiple scale competitors. Continuing to invest in
research and development to develop Yourgene's service and product offering
over the long term requires highly targeted continued investment, which the
combination of the two groups will facilitate, through utilisation of combined
capital resources and commercial infrastructure.
Novacyt considers that customers will benefit significantly from the
combination, driven by the complementary suite of diagnostic products and
services of the two groups. This will enable the delivery of more integrated
solutions through the efficient pooling of resources.
The Novacyt Directors believe that there is significant potential for the
Enlarged Group to strengthen customer relationships and cross-sell its
expanded range of products and services within the combined installed base,
whilst maintaining specialist capabilities in discrete competencies. In
particular, Novacyt sees potential to leverage Yourgene's proprietary
Ranger(®) Technology to differentiate the Enlarged Group's molecular
diagnostics portfolio while continuing to explore further use cases within the
Yourgene and Novacyt product portfolios.
Novacyt believes that Yourgene's core NIPT offering and PCR portfolio has
significant growth potential that can be further accelerated by the
significant resources and investment that Novacyt can provide, given its
strong financial position.
The Acquisition is expected to enable Novacyt to deliver significant value to
customers across the combined set of businesses through streamlined technology
and sharing of best operational practices to create a more robust and
sustainable operating model to serve partners and customers.
Novacyt believes that Yourgene will reach its full potential under Novacyt's
ownership, accelerating revenue growth and building long term value for the
Enlarged Group, driven by the increased investment in Yourgene that could be
provided as part of the Enlarged Group.
The boards of directors of Novacyt and Novacyt UK believe that the Enlarged
Group will be a more attractive prospect as a consolidated entity to attract
investment from a wider range of institutional investors.
The Novacyt Directors expect cost synergies to be generated through the
rationalisation of duplicative functions and systems, elimination of excess
facilities and combination of leadership roles within the Enlarged Group.
The boards of directors of Novacyt and Novacyt UK believe that the Acquisition
Price represents a full and fair value for Yourgene Shareholders. The
Acquisition Price allows Yourgene Shareholders to immediately crystallise the
value of their holdings, in cash, at a significant premium to the current
share price of Yourgene, while not taking any of the substantial risk that
remains to Yourgene as a standalone entity.
4. Recommendation by Yourgene Directors
The Yourgene Directors, who have been so advised by Stifel as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Yourgene Directors, Stifel has
taken into account the commercial assessments of the Yourgene Directors.
Stifel is providing independent financial advice to the Yourgene Directors for
the purposes of Rule 3 of the Code.
Accordingly, the Yourgene Directors intend to recommend unanimously that
Yourgene Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and the Special Resolution relating to the Acquisition to be
proposed at the General Meeting, as the Yourgene Directors who hold Yourgene
Shares (in a personal capacity or through a nominee) have irrevocably
undertaken to do, or as they have otherwise irrevocably undertaken to direct
(and use all reasonable endeavours to procure that) their nominees do, in
respect of their own (and their connected persons') beneficial holdings of
Yourgene Shares (or those Yourgene Shares over which they have control), other
than any Yourgene Shares held by them pursuant to the SIP, amounting, in
aggregate to 428,977,159 Yourgene Shares (representing, in aggregate,
approximately 13.5 per cent. of the Yourgene Shares in issue on 30 June 2023
(being the last Business Day prior to the date of this Announcement)).
5. Background to and reasons for the Yourgene Directors' recommendation
Yourgene is an international genomic medicine company providing integrated technologies and services, working in partnership with global leaders in DNA technology to advance diagnostic science. Yourgene is focussed on accelerating growth within the core offerings of Genomic Services, NIPT, Ranger(®) Technology and PCR, reflecting a transition away from COVID related services and product sales following a dramatic reduction in COVID-19 related revenue since UK testing guidelines changed in March 2022. As at the last practicable date prior to the date of this Announcement, being 26 June 2023, Yourgene's unaudited cash balance was £1.88 million, with an unaudited bank debt of £2.5 million. Owing to uncertainty around the timing and implementation of contract wins and realisation of revenue opportunities, cash levels continue to be carefully managed and additional capital, as well as wider strategic options, could be required in the short term.
At the start of the financial year ending 31 March 2023, Yourgene commenced a cost restructuring exercise in order to realign the Group's cost base to its core strategic focus. In January 2023, Yourgene completed a capital raising to cover the one-off costs of further restructuring of the cost base. Since the fundraise, the Yourgene Directors' immediate focus has been on the internal reshaping of Yourgene's business. Furthermore, on 13 June 2023, Yourgene announced the conditional disposal of Yourgene's Taiwan Laboratory, expected to complete before September 2023, following an operational and strategic review of its Taiwanese operations, in order to prolong the available cash runway and rebuild shareholder value over time.
The Yourgene Directors are confident that as initiatives are taken to improve gross margins, cost savings and the rate of pipeline conversion and contract implementation, Yourgene can continue to grow and generate sustained and attractive returns but recognises that there are risks to, as well as uncertainty around, the timing and impact from the conversion of these initiatives.
Notwithstanding this confidence in Yourgene's standalone prospects, the Yourgene Directors recognise the benefits of scale when operating in a global competitive market. The opportunity to achieve commercial synergies with Novacyt's global commercial infrastructure and complementary suite of diagnostic products and services would expand Yourgene's ability to serve a broader customer base and accelerate the global growth profile of its product portfolio.
The Yourgene Directors also recognise that the Acquisition represents a significant premium over Yourgene's share price and provides an immediate opportunity for Scheme Shareholders to realise, in cash, the value of their holdings, particularly in the context of Yourgene's relative lack of liquidity as a small cap AIM company. The Acquisition represents a premium of approximately 111.3 per cent. to the Volume Weighted Average Price per Yourgene Share during the three-month period ended on 30 June 2023 (being the last Business Day before the Announcement Date).
Therefore, after careful consideration, the Yourgene Directors believe the terms of the Acquisition are in the best interests of Yourgene Shareholders as a whole and Yourgene. As such, the Yourgene Directors intend to recommend unanimously that Scheme Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and that Yourgene Shareholders vote, or procure the vote, in favour of the Special Resolution to be proposed at the General Meeting. The Yourgene Directors also believe the Acquisition is in the best interest of the employees and management of Yourgene as it will ensure Yourgene is able to leverage the resources available from being part of a multinational organisation to drive cross selling of products and services to a combined installed base. This increased growth, and the additional resources Yourgene will have access to as a result of being part of the Novacyt Group, should allow Yourgene to accelerate the rate of innovation, which will in turn provide more diverse career development opportunities for Yourgene's teams.
Pursuant to the terms of an agreement between Yourgene, BGF Investments LP ("BGF") and Cairn dated 21 December 2022, BGF (a shareholder of Yourgene) has the right, subject to certain conditions, to appoint a non-executive director to the Yourgene Board. On 23 January 2023, Andrew Leeser was appointed to the Yourgene Board under the terms of this agreement. Notwithstanding that Andrew Leeser is BGF's nominee, he is independent from, and not a representative of, BGF.
6. Conditions to the Acquisition
The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and which will be set out in the Scheme
Document, including, inter alia:
(a) the approval of the Scheme by a majority in number of Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting and representing not less than 75 per cent. in value of the Scheme Shares voted;
(b) the passing of the Special Resolution necessary to implement the Scheme by the requisite majority at the General Meeting;
(c) the sanction of the Scheme by the Court; and
(d) the Scheme becoming Effective by no later than the Long Stop Date.
The Scheme Document, along with the notices of the Court Meeting and the General Meeting and the associated Forms of Proxy will be despatched to Yourgene Shareholders and, for information only, to participants in the Yourgene Share Plans, the CGI Options and the Warrants as soon as reasonably practicable and in any event within 28 days of the date of this Announcement, unless Novacyt UK and Yourgene otherwise agree, and the Takeover Panel consents, to a later date.
7. Irrevocable undertakings
Novacyt UK has received irrevocable undertakings to vote or procure votes in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting (or, if Novacyt UK exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept such offer)
from all of the Yourgene Directors who hold Yourgene Shares (in a personal
capacity or through a nominee) in respect of their (and their connected
persons') beneficial holdings of Yourgene Shares (or those Yourgene Shares
over which they have control), other than any Yourgene Shares held by them
pursuant to the SIP, amounting, in aggregate, to 428,977,159 Yourgene Shares
(representing, in aggregate, approximately 13.5 per cent. of the Yourgene
Shares in issue on 30 June 2023 (being the last Business Day prior to the date
of this Announcement)).
In addition to the irrevocable undertakings from the Yourgene Directors,
Novacyt UK has also received an irrevocable undertaking to vote or procure
votes in favour of the Scheme at the Court Meeting and the Special Resolution
to be proposed at the General Meeting (or, if Novacyt UK exercises its right
to implement the Acquisition by way of a Takeover Offer, to accept such offer)
from BGF in respect of 399,264,611 Yourgene Shares (representing approximately
12.6 per cent. of the Yourgene Shares in issue on 30 June 2023 (being the last
Business Day prior to the date of this Announcement)).
In total therefore, as at the date of this Announcement, Novacyt UK has
received irrevocable undertakings to vote or procure votes in favour of the
Scheme at the Court Meeting and the Special Resolution to be proposed at the
General Meeting (or, if Novacyt UK exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) with respect to
a total of 828,241,770 Yourgene Shares (representing, in aggregate,
approximately 26.1 per cent. of the Yourgene Shares in issue on 30 June 2023
(being the last Business Day prior to the date of this Announcement)).
Further details of these irrevocable undertakings (including details of the
circumstances in which they cease to be binding) are set out in Appendix 3 to
this Announcement.
8. Information on the Novacyt Group
Novacyt is an international diagnostics business delivering a broad portfolio
of in vitro and molecular diagnostic tests for a wide range of infectious
diseases, enabling faster, more accurate, accessible testing to improve
healthcare outcomes. Novacyt provides customers with modular decentralised and
near to patient instruments workflows using its integrated and scalable
instrumentation/solutions. Novacyt specialises in the design, manufacture and
supply of real-time PCR kits, reagents and a full range of laboratory and qPCR
instrumentation for molecular biology research and clinical use. Novacyt
offers a varied and comprehensive range of qPCR assays, covering human,
veterinary, biodefence, environmental, agriculture and food testing. Novacyt
Shares are admitted to trading on AIM and on the Euronext Growth Paris.
Novacyt UK is a wholly-owned subsidiary of Novacyt.
9. Information on Yourgene
Yourgene is an international integrated technologies and services business,
enabling the delivery of genomic medicine. Yourgene works in partnership with
global leaders in DNA technology to advance diagnostic science.
Yourgene primarily develops, manufactures, and commercialises simple and
accurate molecular diagnostic and screening solutions, for reproductive health
and precision medicine. Yourgene's portfolio of in vitro diagnostic products
includes non-invasive prenatal tests (NIPT) for Down's Syndrome and other
genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy
tests and DPYD genotyping assays.
Building on expertise in genomic technology, Yourgene's Ranger(®) Technology
offers next generation size selection with a range of sample preparation
platforms for dynamic target enrichment. Ranger(®) Technology can be utilised
to improve workflows and performance in multiple applications including NIPT,
oncology, infectious disease testing and gene synthesis.
Yourgene Genomic Services offers a clinical service from the UK and Taiwan
focusing on precision medicine and reproductive health, including NIPT.
Yourgene is headquartered in Manchester, UK with offices in Taipei (divestment
pending), Singapore, the U.S. and Canada, and the Yourgene Shares are admitted
to trading on AIM.
10. Intentions for the Yourgene Group
Novacyt's strategic plans for Yourgene
As set out in paragraph 3 (Background to, and reasons for, the Acquisition)
above, Novacyt believes that the combination of Novacyt and Yourgene will
create a more scaled, diversified operator in the diagnostics sector. This
will provide greater benefits to all the stakeholders of the Enlarged Group.
Prior to this Announcement, consistent with market practice, Novacyt has been
granted access to Yourgene's senior management for the purposes of
confirmatory due diligence. However, because of the constraints of a public
offer process, Novacyt has not yet had access to sufficiently detailed
information to formulate specific plans regarding the full impact of the
Acquisition on Yourgene. Therefore, following completion of the Acquisition,
Novacyt intends to work with Yourgene's management to undertake a detailed
evaluation of Yourgene (the "Review"). The Review will include:
· an assessment of the short- and long-term objectives, strategy,
and potential of Yourgene's business;
· engaging with the key stakeholders of the Yourgene business;
· an analysis of Yourgene's key products and research and
development initiatives;
· assessing and identifying the R&D priorities of the Enlarged
Group;
· review of the opportunities and impact that the Acquisition will
have on the operations of Novacyt;
· investigating the potential opportunities for Yourgene to benefit
from the enhanced access to capital that the Acquisition will provide; and
· considering how best to position Yourgene's business to compete
more strongly, which would include evaluating the best corporate
organisational setup for the Enlarged Group going forward.
Novacyt expects that the Review will be completed within approximately six
months from the Effective Date.
On 26 April 2022, Yourgene announced an operational restructure to consolidate
its UK activities through a programme of co-location and sharing supporting
services between Genomic Services and Genomic Technologies (the "Operational
Restructuring"). The Operational Restructuring commenced in the final quarter
of the financial year ending 31 March 2023 and is ongoing. Yourgene has taken
significant steps to reduce headcount and non-salary costs since the end of
the COVID-19 pandemic. Yourgene has removed variable staffing in line with
lower business volumes, delayered management, merged service and product
divisions, as well as combining similar functions into central service teams.
The intention of Novacyt is to continue the existing Operational Restructuring
of Yourgene following the Effective Date.
Research and development
Yourgene spent £1.9 million (unaudited) (net of tax credits) on research and
development in FY23 and as at 30 June 2023 employed 32 people focussed on
research and development. Yourgene conducts research and development
activities to develop its offering across NIPT, reproductive health,
Ranger(®), DPYD and other technologies. As noted above, the Review will
include an assessment of the R&D priorities of the Enlarged Group and may
result in material changes in the headcount and priorities of the R&D
function and R&D programs of both Novacyt and Yourgene.
Employees and management
Novacyt attaches great importance to the skills and experience of Yourgene's
management and employees and recognises that the employees and management of
Yourgene will be key to the success of the Enlarged Group. Novacyt is looking
forward to working with Yourgene's management and employees to support the
future development of Yourgene within the Enlarged Group and to ensure that
the business continues to thrive.
Novacyt intends to create a unified executive management team blending the
best skills within both Novacyt and Yourgene. The exact composition of this
management team will be finalised following completion of the Review,
following which Novacyt will have had the opportunity to identify the best
talent in both organisations.
As detailed above, Novacyt will conduct the Review following the Effective
Date. This Review will focus on maximising value to the stakeholders of the
Enlarged Group. Novacyt's work to date has confirmed there will be some
duplication of functions between the two businesses. Duplication has been
identified within the finance, research and development, sales and marketing,
regulatory, human resources and administrative functions of Yourgene and
Novacyt. Novacyt anticipates that following completion of the Review there
will be material headcount reductions, likely focussed on duplicative
functions between Yourgene and Novacyt. The Review may result in material
headcount reductions for Novacyt employees in duplicative functions. Novacyt
will approach the integration process with the intention of motivating and
retaining the best talent within the Enlarged Group.
Following the Effective Date, it is intended that Lyn Rees, the current Chief
Executive Officer of Yourgene, and Dr John Brown, the current non-executive
chairman of Yourgene, will remain on the board of Yourgene and will join the
board of Novacyt. Following the Effective Date, the board of Novacyt will
therefore comprise of two executive directors, being James McCarthy and Lyn
Rees, and five non-executive directors, being James Wakefield, Juliet
Thompson, Andrew Heath, Jean-Pierre Crinelli and Dr John Brown. Each other
non-executive director on the Yourgene Board will resign from the Yourgene
Board with effect from the Effective Date. Dr Bill Chang and Dr Joanne Mason
will remain employed by Yourgene but will also resign from the Yourgene Board
with effect from the Effective Date.
The board of directors of Novacyt also confirms that, following completion of
the Acquisition, the existing contractual and statutory employment rights,
including pension rights, of all management and employees of Yourgene and its
subsidiaries will be fully safeguarded, and envisages that there will be no
material change in their terms and conditions of employment or in the balance
of their skills and functions.
In addition, the Review and any headcount reduction would be subject to
applicable informing and consulting requirements and conducted in accordance
with applicable law.
Novacyt has not entered into and has not discussed any form of incentivisation
arrangements with members of Yourgene's management. Novacyt does not intend to
discuss any form of incentivisation agreement with members of Yourgene's
management team before Completion of the Acquisition.
Pension schemes
Yourgene does not operate or contribute to any defined benefit pension schemes
in respect of its employees.
Yourgene operates a defined contribution pension scheme, Novacyt does not
intend to make any changes to the defined contribution pension scheme upon
completion of the Acquisition.
Headquarters, locations and fixed assets
The current headquarters of Novacyt are located in Vélizy-Villacoublay,
France which will remain the headquarters of the Enlarged Group. The
headquarters of Yourgene are located in Manchester, UK. As part of the Review,
the optimal location of the Yourgene employees working at the Manchester
headquarters of Yourgene will be assessed. In addition, the locations of other
operating units of Novacyt and Yourgene will be assessed through the Review.
Following the Review, some of these employees may be relocated from other
sites to the Manchester headquarters or from the Manchester headquarters to
other sites.
Trading facilities
Yourgene Shares are currently admitted to trading on AIM and an application
will be made to the London Stock Exchange to cancel, subject to the Scheme
becoming Effective, the admission of Yourgene Shares to trading on AIM on or
shortly after the Effective Date.
As soon as practicable after the Effective Date, conditional on the passing of
the Special Resolution at the General Meeting, it is intended that Yourgene
will be re-registered as a private limited company under the relevant
provisions of the Companies Act.
No statement in this paragraph 10 constitutes or is intended to become a
"post-offer undertaking" for the purposes of Rule 19.5 of the Code.
11. Financing
The Acquisition will be financed from the existing cash resources of the
Novacyt Group.
Numis, in its capacity as financial adviser to Novacyt UK, is satisfied that sufficient cash resources are available to Novacyt UK to enable it to satisfy in full the cash consideration payable to Yourgene Shareholders under the terms of the Acquisition.
12. Deferred Shares
Yourgene has in issue 1,039,640,244 0.9p Deferred Shares and 228,163,709 9.9p Deferred Shares. The Deferred Shares are not listed on any exchange and have limited rights. The Deferred Shares have no right to participate in any dividends declared, made or paid by Yourgene, but have the right to participate on a return of assets in a winding up of Yourgene by a repayment of the capital paid up on such Deferred Share after the rights of all holders of Yourgene Shares have been discharged in full and a sum of £10,000 has been paid in respect of each Yourgene Share. In that regard, the 0.9p Deferred Shares rank in priority to the 9.9p Deferred Shares. Holders of Deferred Shares have no other rights to participate in the assets of Yourgene.
The Deferred Shares do not confer on their holders any right to receive notice of, attend or vote at general meetings of Yourgene (unless a resolution to vary or abrogate the rights attaching to the relevant class of Deferred Shares is being proposed thereat).
Accordingly, the Deferred Shares do not constitute "equity share capital" for the purposes of the Code and the Deferred Shares will not form part of the Acquisition or the Scheme and no comparable offer under Rule 14 of the Code will be made for the Deferred Shares.
Novacyt UK and Yourgene intend for the Deferred Shares to be cancelled in accordance with the Companies Act and the Yourgene Articles on or shortly following the Effective Date.
13. Yourgene's commercial arrangements
As previously disclosed by Yourgene on 18 February 2019, in connection with
the Yourgene Group's corporate and commercial restructure of its relationship
with Life Technologies Limited (a subsidiary of Thermo Scientific Inc.) in
February 2019, Yourgene agreed to a £6.5 million contingent liability payable
by Yourgene to Life Technologies Limited in the event that, inter alia, any
person (together with its connected persons or any other persons with whom it
is acting in concert) acquires interests in securities carrying more than 50
per cent. of the voting rights of Yourgene or any person or group acquires all
or substantially all of the business/assets of Yourgene. Such payment is due
and payable by Yourgene to Life Technologies Limited in cash on the date of
such an event. In connection with the Acquisition and pursuant to this
obligation, Novacyt will fund Yourgene so that it can make this payment to
Life Technologies Limited upon completion of the Acquisition.
Yourgene has an existing term loan facility in place with Silicon Valley Bank
(UK branch) (the "SVB Loan"). Following completion of the Acquisition, it is
expected that the SVB Loan will be repaid in full.
14. Offer-related arrangements
Confidentiality Agreement
Novacyt and Yourgene entered into a confidentiality agreement on 16 May 2023
(the "Confidentiality Agreement") pursuant to which, amongst other things,
Novacyt has undertaken to keep certain information relating to Yourgene
confidential and not to disclose it to third parties (other than permitted
parties), and to use such confidential information only in connection with the
Acquisition. The confidentiality obligations remain in force until the earlier
of (i) if the Acquisition is implemented by way of a Scheme, such scheme
becoming effective in accordance with its terms; (ii) if the Acquisition is
implemented by way of takeover offer, Novacyt or any member of the Novacyt
Group acquiring 50 per cent. or more of the issued share capital of Yourgene
or (iii) 16 November 2024, being the date falling 18 months from the date of
the Confidentiality Agreement. The Confidentiality Agreement includes
standstill obligations which restrict Novacyt, members of the Novacyt Group
and persons acting in concert with any of them from acquiring or offering to
acquire interests in certain securities of Yourgene; those restrictions ceased
to apply on the making of this Announcement. The Confidentiality Agreement
also contains restrictions on Novacyt, members of the Novacyt Group and any of
their respective directors, officers, employees, advisers, agents, consultants
and potential providers of finance from soliciting or employing certain
employees of Yourgene.
15. Structure of the Acquisition and the Scheme Document
Scheme
It is intended that the Acquisition will be effected by a Court-sanctioned
scheme of arrangement between Yourgene and the Scheme Shareholders under Part
26 of the Companies Act.
The purpose of the Scheme is to provide for Novacyt UK to become the owner of
the whole of the issued and to be issued share capital of Yourgene. Following
the Scheme becoming Effective, the Scheme Shares will be transferred to
Novacyt UK, in consideration for which Scheme Shareholders whose names appear
on the register of members of Yourgene at the Scheme Record Time will receive
0.522 pence per Scheme Share in cash.
Shares issued after the Scheme Record Time will not be subject to the Scheme.
Accordingly, it is proposed that the Yourgene Articles be amended so that
Yourgene Shares issued after the Scheme Record Time other than to Novacyt UK
will be automatically acquired by Novacyt UK on the same terms as under the
Scheme. This will avoid any person, other than Novacyt UK or its nominee(s),
being left with Yourgene Shares after the Effective Date.
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other things:
(a) the approval of a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders;
(b) the approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the Special Resolution to be proposed at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme, including to approve amendments to the Yourgene Articles. At the General Meeting, all Yourgene Shareholders appearing on the Yourgene register of members at the Voting Record Time will be entitled to vote on the Special Resolution and to cast one vote for each Yourgene Share held; and
(c) the other Conditions either being satisfied or (where applicable) waived.
Application to Court to sanction the Scheme
Once the required approvals have been obtained at the Court Meeting and the
General Meeting and the other Conditions have been satisfied or (where
applicable) waived, the Scheme must be sanctioned by the Court at the Sanction
Hearing before it can become Effective.
The Scheme will only become Effective in accordance with its terms on delivery
of the Court Order to the Registrar of Companies.
Scheme becomes Effective
Upon the Scheme becoming Effective, it will be binding on all Yourgene
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or General Meeting, or whether they voted in favour of or
against the Scheme.
The consideration due to each Yourgene Shareholder will be despatched by
Novacyt UK to Yourgene Shareholders no later than 14 days after the Effective
Date. Share certificates in respect of Yourgene Shares will cease to be valid
and entitlements to Yourgene Shares held within the CREST system will be
cancelled.
The Scheme will contain a provision for Novacyt UK and Yourgene to jointly
consent, on behalf of all persons concerned, to any modification of or
addition to the Scheme or to any condition that the Court may approve or
impose. Yourgene has been advised that the Court would be unlikely to approve
any modification of, or addition to, or impose a condition to the Scheme which
might be material to the interests of Yourgene Shareholders unless Yourgene
Shareholders were informed of such modification, addition or condition. It
would be a matter for the Court to decide, in its discretion, whether or not a
further meeting of the Yourgene Shareholders should be held in these
circumstances.
Full details of the Scheme to be set out in the Scheme Document
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the General Meeting, the expected timetable
and will specify the action to be taken by Yourgene Shareholders. The Scheme
will be governed by English law. The Scheme will be subject to the applicable
requirements of the Code, the Takeover Panel, the AIM Rules, the London Stock
Exchange and the FCA.
The Scheme Document, along with the Forms of Proxy, will be despatched to
Yourgene Shareholders and, for information only, to participants in the
Yourgene Share Plans and (to the extent that they have not been exercised when
the Scheme Document is posted to Yourgene Shareholders) the CGI Optionholders
and the Warrant Holder, as soon as practicable and, in any event, within 28
days of the date of this Announcement, unless Novacyt UK and Yourgene
otherwise agree, and the Takeover Panel consents, to a later date. Subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
the Scheme Document will also be 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
Novacyt's website at https://novacyt.com/investors/
(https://protect-eu.mimecast.com/s/depRCKOZLsxVwyKF3nFOj?domain=novacyt.com/)
.
At this stage, subject to the satisfaction or waiver of the Conditions and
certain further terms set out in Appendix 1 to this Announcement, Novacyt UK
and Yourgene expect the Acquisition to become Effective in Q3 2023.
If the Scheme does not become Effective on or before the Long Stop Date (or
such later date as Novacyt UK and Yourgene may, with the consent of the
Takeover Panel and, if required, the Court, agree) it will lapse and the
Acquisition will not proceed (unless the Takeover Panel otherwise consents).
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 for the entire
issued and to be issued share capital of Yourgene 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 and subject to the amendments referred to in
Part B of Appendix 1 to this Announcement.
16. Yourgene Share Plans, CGI Options, Warrants and Pre-emption Rights
Yourgene Share Plans
Participants in the Yourgene Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the Yourgene Share Plans.
Since all outstanding options that have been granted under the Yourgene Share
Plans have an exercise price which is greater than the cash value per Scheme
Share, no proposals will be made to such participants in respect of their
options under Rule 15 of the Code.
Further details of the impact of the Acquisition on the Yourgene Share Plans
will be set out in the Scheme Document (or, as the case may be, the Offer
Document) and in separate letters to be sent to the participants in the
Yourgene Share Plans in due course.
CGI Options
Pursuant to the terms of the CGI Acquisition, 178,753 Yourgene Shares and
10,249,624 Exchangeco Shares were issued and allotted to certain former
shareholders of CGI as partial consideration on completion of the CGI
Acquisition, followed by a further 4,696,065 Exchangeco Shares in April 2021
and a further 4,880,971 Exchangeco Shares in August 2021 pursuant to the terms
of the earn-out provisions in the CGI Acquisition Agreement.
Pursuant to the terms of the CGI Option Agreement, the Exchangeco Shares are
capable of being exchanged through an exchange mechanism for Yourgene Shares
at any time following completion of the CGI Acquisition. Callco is entitled,
following the recent capital raise approved by Yourgene Shareholders at the
general meeting held on 9 January 2023, to force the exercise of the CGI
Options on written notice to the CGI Optionholders.
It is intended that such notice will be served on the CGI Optionholders
following the date of this Announcement, such that Yourgene Shares are issued
and allotted in exchange for the Exchangeco Shares before the Scheme Record
Time. No proposals will be made to such participants in respect of their
options under Rule 15 of the Code.
As at 30 June 2023 (being the last Business Day prior to the date of this
Announcement), 16,506,723 ExchangeCo Shares are available for exchange into
Yourgene Shares which, when exchanged for Yourgene Shares represents
approximately 0.5 per cent. of the Yourgene Shares in issue on 30 June 2023
(being the last Business Day prior to the date of this Announcement).
The Scheme will extend to any Yourgene Shares which are unconditionally
allotted or issued before the Scheme Record Time, including those allotted or
issued as a result of the exercise of the CGI Options.
Any Yourgene Shares to which CGI Optionholders become entitled following an
exercise of the CGI Options after the Scheme Record Time will be automatically
acquired by Novacyt UK for the same Acquisition Price as payable under the
Scheme under the proposed amendment to the Yourgene Articles to be proposed at
the General Meeting (as described in paragraph 15 (Structure of the
Acquisition and the Scheme Document) above).
Warrants and Pre-emption Rights
The Warrant Holder will be contacted regarding the effect of the Acquisition
on its Warrants and its Pre-emption Rights and an appropriate proposal will be
made to the Warrant Holder in due course in respect of any outstanding
Warrants and pursuant to the Pre-emption Rights which will arise in connection
with the issue of Yourgene Shares resulting from the exercise of the CGI
Options.
Since all outstanding Warrants have an exercise price which is greater than
the cash value per Scheme Share, no formal proposals will be made to the
Warrant Holder in respect of its Warrants under Rule 15 of the Code.
Pursuant to the terms of the Warrant Instruments, the Warrant Holder has
rights of pre-emption in respect of any issue of Yourgene securities
(excluding an Adjustment Event (as defined in the Warrant Instrument)), such
that it is entitled to participate on the same terms and for the same price as
any other participant. If the relevant issue is to be made on:
(i) a pre-emptive basis, the Warrant Holder is entitled to
participate as if it had exercised its subscription rights in relation to the
Warrants in full before the date of the relevant issue; or
(ii) a non-pre-emptive basis, the Warrant Holder is entitled to
participate for such number of securities as would mean that, if fully taken
up, the Warrant Holder would maintain the same proportion of the fully diluted
share capital of Yourgene as it had immediately prior to such allotment.
Pursuant to the terms of the Lock-in Deed, for so long as the Warrant Holder
(or any of its Permitted Transferees (as defined in the Lock-in Deed)) is the
registered holder of Yourgene Shares, if any securities are proposed to be
allotted by Yourgene (save in certain specified circumstances), the Warrant
Holder has pre-emption rights proportionate to its shareholding in Yourgene at
the same price and on the same terms of such proposed allotment.
The Warrant Holder must be notified and be given at least 10 Business Days
within which to accept the offer of such Yourgene securities. If not accepted
within that period, such offer would be deemed declined by the Warrant Holder.
Any securities not taken up by the Warrant Holder (whether deemed declined or
the rights in relation to them formally waived by the Warrant Holder) by that
date may be offered, allotted, and issued to any third party/parties at no
lesser price and on terms no more favourable within the following three
calendar month period.
It is intended that notice of the exercise of the CGI Options (being the
trigger for the exercise of the Pre-emption Rights) will be served on the
Warrant Holder on the date of this Announcement. In the event that the Warrant
Holder elects in writing to waive its Pre-emption Rights, no further Yourgene
Shares will be issued to the Warrant Holder. In the event that the Warrant
Holder confirms that they want to exercise the Pre-emption Rights, it is
intended that Yourgene will send the Warrant Holder a notice explaining how
the Pre-emption Rights operate and making a suitable recommendation to the
Warrant Holder.
Details of the proposal to the Warrant Holder, both in respect of its
Pre-emption Rights in connection with the exercise of the CGI Options and the
Warrants, will be set out in the Scheme Document (or, as the case may be, the
Offer Document) and in a separate letter to be sent to the Warrant Holder.
In the case of Yourgene Shares issued to satisfy the exercise of the
Pre-emption Rights and/or the Warrants prior to the Scheme Record Time, such
shares will be Scheme Shares and will be acquired by Novacyt UK under the
Scheme. Following the Scheme Record Time, any Yourgene Shares to which the
Warrant Holder becomes entitled on any exercise of the Pre-Emption Rights
and/or the Warrants will be automatically acquired by Novacyt UK for the same
Acquisition Price as payable under the Scheme under the proposed amendment to
the Yourgene Articles to be proposed at the General Meeting (as described in
paragraph 15 (Structure of the Acquisition and the Scheme Document) above).
17. Cancellation of admission to trading on AIM and re-registration
Prior to the Effective Date, Yourgene will make an application to the London
Stock Exchange to cancel the admission to trading on AIM of the Yourgene
Shares to take effect on and from or shortly after the Effective Date. It is
expected that the last day of dealings in Yourgene Shares on AIM will be the
Business Day immediately prior to the Effective Date and that no transfers
will be registered after 6.00 p.m. on that date. Upon the Scheme becoming
Effective, share certificates in respect of the Yourgene Shares will cease to
be valid and should be destroyed. In addition, entitlements to Yourgene Shares
held within the CREST system will be cancelled on the Effective Date.
As soon as practicable after the Effective Date and the cancellation of the
admission to trading on AIM of the Yourgene Shares, conditional on the passing
of the Special Resolution to be proposed at the General Meeting, it is
proposed that Yourgene will be re-registered as a private limited company
under the relevant provisions of the Companies Act.
18. Disclosure of interests in Yourgene
As at the close of business on 30 June 2023, being the last Business Day prior
to the date of this Announcement, save for the irrevocable undertakings
referred to in Appendix 3 to this Announcement, neither Novacyt UK nor, so far
as Novacyt UK is aware, any person acting, or deemed to be acting, in concert
with Novacyt UK:
(a) had an interest in, or right to subscribe for, relevant securities of Yourgene;
(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Yourgene;
(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of Yourgene; or
(d) had borrowed or lent any Yourgene Shares.
Furthermore, save for the irrevocable undertakings described in paragraph 7
(Irrevocable undertakings) above, no arrangement exists between Novacyt UK or
Yourgene or a person acting in concert with Novacyt UK or Yourgene in relation
to Yourgene Shares. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Yourgene Shares which may be an
inducement to deal or refrain from dealing in such securities.
19. Documents available on website
In accordance with Rule 26.2, copies of the following documents will, by no
later than 12.00 noon (London time) on the Business Day following the date of
this Announcement, be 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 https://novacyt.com/investors/
(https://protect-eu.mimecast.com/s/depRCKOZLsxVwyKF3nFOj?domain=novacyt.com/)
until the end of the Offer Period:
- this Announcement;
- the irrevocable undertakings referred to in paragraph 7;
- the Confidentiality Agreement referred to in paragraph
14; and
- consent letters from each of Numis, SP Angel, Stifel and
Cairn referred to in paragraph 20 below.
Neither the contents of Yourgene's website and Novacyt's website, nor the
content of any other website accessible from hyperlinks on either such
website, is incorporated into or forms part of, this Announcement.
20. General
The Acquisition and the Scheme will be subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement and to the full terms
and conditions which will be set out in the Scheme Document. Appendix 2 to
this Announcement contains details of sources of information and bases of
calculation contained in this Announcement. Appendix 3 to this Announcement
contains certain details relating to the irrevocable undertakings referred to
in this Announcement. Appendix 4 to this Announcement contains definitions of
certain terms used in this Announcement.
This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase or subscribe for any securities.
Yourgene Shareholders are advised to read carefully the Scheme Document and
related Forms of Proxy once those documents have been published.
In deciding whether or not to vote or procure votes in favour of the Scheme at
the Court Meeting and the Special Resolution to be proposed at the General
Meeting, Yourgene Shareholders should rely on the information contained, and
follow the procedures described, in the Scheme Document.
Numis (as financial adviser to Novacyt and Novacyt UK), SP Angel (as nominated
adviser and joint broker to Novacyt), Stifel (as Rule 3 adviser and sole
financial adviser to Yourgene) and Cairn (as nominated adviser to Yourgene)
have each given and not withdrawn their consent to the inclusion in this
Announcement of the references to their names in the form and context in which
they appear.
Enquiries:
Novacyt
James Wakefield (Chairman) / James McCarthy (acting Chief Executive Officer) c/o Numis
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)
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
Stephenson Harwood LLP is providing legal advice to Novacyt and Novacyt UK.
Addleshaw Goddard LLP is providing legal advice to Yourgene.
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.
This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through and on the terms set
out in the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and the
accompanying Forms of Proxy, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the Scheme.
Any approval, decision or other response to the Acquisition should be made
only on the basis of the information in the Scheme Document. Scheme
Shareholders are strongly advised to read the formal documentation in relation
to the Acquisition once it has been despatched.
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. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Yourgene Shares with
respect to the Scheme at the Court Meeting or with respect to the Special
Resolution at the General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting and/or General Meeting on
their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. Therefore, 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 Yourgene 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
will be 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. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be 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 Yourgene and/or Novacyt UK and/or
Novacyt 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 and subject to the
amendments referred to in Part B of Appendix 1 to this Announcement.
Publication on website
A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Novacyt's website at
https://novacyt.com/investors/ (https://novacyt.com/investors/) and 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/) by
no later than 12.00 noon (London time) 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.
Disclosure requirements of the Code
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. (London time) on the 10(th) 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. (London time) on the 10(th) 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. (London time) 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 3,176,959,792 Yourgene Shares in issue under
the International Securities Identification Number GB00BN31ZD89. No Yourgene
Shares are held 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 1
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions to the Acquisition
1 The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of the Code,
on or before 11.59 p.m. on the Long Stop Date.
Scheme approval
2 The Scheme will be conditional upon:
2.1
(a) its approval by a majority in number representing not less than
75 per cent. in value of the Scheme Shareholders who are on the register of
members of Yourgene at the Voting Record Time and who are present and vote,
whether in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required by the Court (or, in either case, any
adjournment thereof); and
(b) such Court Meeting being held on or before the 22(nd) day after
the expected date of the Court Meeting to be set out in the Scheme Document
(or such later date as Novacyt UK and Yourgene may agree with the consent of
the Takeover Panel and, if required, as the Court may allow);
2.2
(a) the resolutions required to approve and implement the Scheme
being duly passed by Yourgene Shareholders by the requisite majority or
majorities at the General Meeting (or any adjournment thereof); and
(b) such General Meeting to be held on or before the 22(nd) day
after the expected date of the General Meeting to be set out in the Scheme
Document (or such later date, if any, as Novacyt UK and Yourgene may agree
with the consent of the Takeover Panel and, if required, as the Court may
allow);
2.3
(a) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Novacyt UK and Yourgene); and
(b) such Sanction Hearing being held on or before the 22(nd) day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document (or such later date, if any, as Novacyt UK and Yourgene may agree
with the consent of the Takeover Panel and, if required, as the Court may
allow); and
2.4 the delivery of a copy of the Court Order to the Registrar of
Companies.
General Conditions
3 In addition, subject as stated in Part B below and to the
requirements of the Takeover Panel and in accordance with the Code, the
Acquisition will be conditional upon the following Conditions and,
accordingly, the necessary actions to make the Scheme Effective will not be
taken unless such Conditions (as amended if appropriate) have been satisfied
or, where relevant, waived:
General Third Party clearances and regulatory
(A) no Third Party having given notice in writing of a decision to
take, institute, implement any action, proceeding, suit, investigation,
enquiry or reference (and in each case not having withdrawn the same), or
having required any action to be taken or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision, order or
change to published practice (and in each case, not having withdrawn the
same), in each case which would be material in the context of the Wider
Novacyt Group or the Wider Yourgene Group in each case taken as a whole, and
there not continuing to be outstanding any statute, regulation, decision or
order which, in each case, would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for such divestiture, by any member of
the Wider Novacyt Group or by any member of the Wider Yourgene Group of all or
any portion of their respective businesses, assets or property or impose any
limitation on the ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any of their
respective assets or properties (or any part thereof), which, in any such
case, is material in the context of the Wider Novacyt Group or the Wider
Yourgene Group, in either case taken as a whole;
(ii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Novacyt Group, directly or
indirectly, to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or securities convertible into shares or any
other securities in Yourgene or on the ability of any member of the Wider
Yourgene Group or any member of the Wider Novacyt Group, directly or
indirectly, to hold or to exercise effectively any rights of ownership in
respect of shares or other securities in, or to exercise voting or management
control over, any member of the Wider Yourgene Group, in each case to an
extent which is material in the context of the Wider Novacyt Group or the
Wider Yourgene Group, as the case may be, taken as a whole;
(iii) make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Yourgene by any member of the Wider Novacyt Group void,
illegal, and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the implementation of, or impose material additional
conditions, or obligations with respect to, otherwise materially challenge,
impede, interfere with or require material adverse amendment of the
Acquisition or the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Yourgene by any member of the
Wider Novacyt Group;
(iv) other than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the Companies Act, require any member of
the Wider Novacyt Group or the Wider Yourgene Group to acquire or offer to
acquire any shares or other securities (or the equivalent) or interest in any
member of the Wider Yourgene Group, other than in connection with the
implementation of the Acquisition;
(v) impose any material limitation on, or result in any material
delay to, the ability of any member of the Wider Novacyt Group or any member
of the Wider Yourgene Group to conduct, integrate or co-ordinate all or any
part of its business with all or any part of the business of any other member
of the Wider Novacyt Group and/or the Wider Yourgene Group in any case to an
extent which is material in the context of the Wider Yourgene Group or the
Wider Novacyt Group, as the case may be, taken as a whole;
(vi) result in any member of the Wider Yourgene Group ceasing to be
able to carry on business under any name under which it presently does so to
an extent which is material in the context of the Wider Yourgene Group;
(vii) otherwise materially adversely affect all or any part of the
business, assets, profits or prospects of any member of the Wider Yourgene
Group to an extent in any such case which is material in the context of the
Wider Yourgene Group taken as a whole,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any applicable
jurisdiction in respect of the Acquisition or the acquisition or proposed
acquisition of any Yourgene Shares or otherwise intervene having expired,
lapsed or been terminated;
(B) all filings, applications and/or notifications which are necessary or
appropriate having been made in connection with the Acquisition and all
necessary waiting and other time periods (including any extensions thereof)
under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any jurisdiction having been complied with, in each
case, in connection with the Scheme, the Acquisition, its implementation and
all Authorisations reasonably necessary or appropriate for the proposed
acquisition of, by any member of the Wider Novacyt Group, any shares or other
securities in, or control or management of, Yourgene or any other member of
the Wider Yourgene Group, having been obtained in terms and in a form
reasonably satisfactory to Novacyt UK from all appropriate Third Parties or
(without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider Yourgene Group or the Wider Novacyt
Group has entered into contractual arrangements and all such Authorisations
necessary or appropriate to carry on the business of any member of the Wider
Yourgene Group in any jurisdiction which is material in the context of the
Wider Yourgene Group having been obtained, and all such Authorisations
remaining in full force and effect at the time at which the Acquisition
becomes otherwise unconditional;
Yourgene Shareholder resolution
(C) except with the consent or the agreement of Novacyt UK, no action
having been taken or proposed by any member of the Wider Yourgene Group, or
having been approved by a resolution of the Yourgene Shareholders, or
consented to by the Takeover Panel, which falls within or under Rule 21.1 of
the Code;
Certain matters arising as a result of any arrangement, agreement etc.
(D) except as Disclosed, there being no provision of any agreement,
arrangement, lease, licence, franchise, permit or other instrument to which
any member of the Wider Yourgene Group is a party or by or to which any such
member or any of its assets may be bound, entitled or be subject, or any event
or circumstance which, as a consequence of the Acquisition or the acquisition
or the proposed acquisition by any member of the Wider Novacyt Group of any
shares or other securities (or the equivalent) in Yourgene or because of a
change in the control or management of any member of the Wider Yourgene Group
or otherwise, would or might reasonably be expected to result in, to an extent
which is material in the context of the Wider Yourgene Group taken as a whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to, any member
of the Wider Yourgene Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) save in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over the whole
or any part of the business, property or assets of any member of the Wider
Yourgene Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) becoming enforceable;
(iii) any arrangement, agreement, lease, licence, franchise, permit or
other instrument being terminated or the rights, liabilities, obligations or
interests of any member of the Wider Yourgene Group thereunder being
terminated or adversely modified or affected or any obligation or liability
arising or any action being taken or arising thereunder;
(iv) any liability of any member of the Wider Yourgene Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers;
(v) the rights, liabilities, obligations, interests or business of
any member of the Wider Yourgene Group under any such agreement, arrangement,
lease, licence, permit or other instrument, or the interests or business of
any member of the Wider Yourgene Group in or with any other person or body or
firm or company (or any agreement or arrangement relating to any such
interests or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or liability arising
or any adverse action being taken thereunder;
(vi) any member of the Wider Yourgene Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(vii) the value of, or the financial or trading position or prospects
of, any member of the Wider Yourgene Group being prejudiced or adversely
affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Yourgene Group other than trade
creditors or other liabilities incurred in the ordinary course of business,
and, save as Disclosed, no event having occurred which, under any provision of
any arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Yourgene Group is a party or by or
to which any such member or any of its assets are bound, entitled or subject,
would or might reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions (D)(i) to (viii) to an extent
in any such case which is material in the context of the Wider Yourgene Group
taken as a whole;
Certain events occurring since 30 September 2022
(E) except as Disclosed, no member of the Wider Yourgene Group having
since 30 September 2022:
(i) except for Yourgene Shares issued under or pursuant to the
exercise of options or vesting of awards granted under the Yourgene Share
Plans or in connection with the CGI Options or the Warrants and except, where
relevant, as between the Wider Yourgene Group and its wholly-owned
subsidiaries, issued or agreed to issue, authorised or proposed the issue of
additional shares of any class;
(ii) proposed, agreed to provide or modified the terms of any of the
Yourgene Share Plans or other benefit constituting a material change relating
to the employment or termination of employment of a material category of
persons employed by the Wider Yourgene Group or which constitutes a material
change to the terms or conditions of employment of any senior employee of the
Wider Yourgene Group, save as agreed by the Takeover Panel (if required) and
by Novacyt UK;
(iii) other than pursuant to the Acquisition (and except for
transactions between Wider Yourgene Group and its wholly-owned subsidiaries
and transactions in the ordinary course of business) implemented, effected,
authorised or proposed or announced its intention to implement, effect or
authorise any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of assets or shares or loan capital (or
the equivalent thereof) in any undertaking or undertakings to an extent in any
such case which is material in the context of the Wider Yourgene Group taken
as a whole;
(iv) except for transactions in the ordinary course of business or
between the Wider Yourgene Group and its wholly-owned subsidiaries, disposed
of, or transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material asset or
authorised, proposed or announced any intention to do so in each case, to the
extent which is material in the context of the Wider Yourgene Group taken as a
whole;
(v) entered into any licence or other disposal of intellectual
property rights which are material in the context of the Wider Yourgene Group
and outside the normal course of business;
(vi) except for transactions between the Wider Yourgene Group and its
wholly-owned subsidiaries, issued, authorised or proposed or announced an
intention to authorise or propose, the issue of or made any change in or to
the terms of, any debentures or, save in the ordinary course of business,
become subject to any contingent liability or (other than trade credit
incurred in the ordinary course of business) incurred or increased any
indebtedness except as between Yourgene and any of its wholly-owned
subsidiaries or between such subsidiaries which in any case is material in the
context of the Wider Yourgene Group taken as a whole;
(vii) except in the ordinary course of business, entered into or varied
the terms of, or made any offer (which remains open for acceptance) to enter
into or vary the terms of any material contract, arrangement, transaction,
agreement or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude to
an extent in any such case which is material in the context of the Wider
Yourgene Group taken as a whole;
(viii) established any new share option scheme, incentive scheme or
other benefit in respect of the Wider Yourgene Group;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital (except, in each case,
where relevant, as between the Wider Yourgene Group and its wholly-owned
subsidiaries or in connection with the Yourgene Share Plans, the CGI Options
or the Warrants);
(x) except in the ordinary course of business, waived, compromised
or settled any claim which is material in the context of the Wider Yourgene
Group taken as a whole;
(xi) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Yourgene Group and any other person in a
manner which would or might reasonably be expected to have a material adverse
effect on the financial position of the Wider Yourgene Group taken as a whole;
(xii) save as envisaged in accordance with the terms of the Scheme or
otherwise in connection with the Acquisition, made any alteration to its
memorandum, articles of association or other incorporation documents;
(xiii) except in relation to changes made or agreed as a result of, or
arising from, changes to legislation, made or agreed or consented to any
material change to:
(i) the terms of the trust deeds and rules constituting the pension
scheme(s) established for its directors, employees or their dependents;
(ii) to the benefits which accrue, or to the pensions which are payable,
thereunder;
(iii) the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(iv) to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or consented
to,
which is material in the context of the Wider Yourgene Group taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to pay its
debts when they fall due or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(xv) other than in respect of a member of the Wider Yourgene group which
is dormant and was solvent at the relevant time, taken or proposed to take any
steps, corporate action or had any legal proceedings instituted or threatened
against it in writing in relation to the suspension of payments, a moratorium
of any indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed to an extent which is material
in the context of the Wider Yourgene Group taken as a whole;
(xvi) except for transactions between the Wider Yourgene Group and its
wholly-owned subsidiaries, made, authorised, proposed or announced an
intention to propose any change in its loan capital, in each case which is
material in the context of the Wider Yourgene Group taken as a whole;
(xvii) entered into, implemented or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities in each case which is material in the context
of the Wider Yourgene Group taken as a whole or in the context of the
Acquisition; or
(xviii) entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition (E);
No adverse change, litigation, regulatory enquiry or similar
(F) except as Disclosed, since 30 September 2022, there having been:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse change in, the
business, assets, financial or trading position or profits, operational
performance or prospects of any member of the Wider Yourgene Group, in each
case which is material in the context of the Wider Yourgene Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Yourgene Group is or may
become a party (whether as a claimant, defendant or otherwise) having been
threatened, announced, implemented or instituted by or against or remaining
outstanding in respect of, any member of the Wider Yourgene Group, in each
case which is material in the context of the Wider Yourgene Group taken as a
whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Yourgene Group having been threatened, announced, implemented or instituted by
or against or remaining outstanding in respect of, any member of the Wider
Yourgene Group, in each case which is material in the context of the Wider
Yourgene Group taken as a whole;
(iv) no contingent or other liability of any member of the Wider
Yourgene Group having arisen or increased other than in the ordinary course of
business which is reasonably likely to materially affect adversely the
business, assets, financial or trading position, profits or operational
performance of any member of the Wider Yourgene Group to an extent in any such
case which is material in the context of the Wider Yourgene Group taken as a
whole;
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence or permit held by any member of the
Wider Yourgene Group which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification of
which might reasonably be expected to have a material adverse effect on the
Wider Yourgene Group taken as a whole; and
(vi) no member of the Wider Yourgene Group having conducted its
business in breach of any applicable laws and regulations in a manner which is
material in the context of the Wider Yourgene Group taken as a whole or
material in the context of the Acquisition;
No discovery of certain matters
(G) except as Disclosed, Novacyt UK not having discovered:
(i) any financial, business or other information concerning the
Wider Yourgene Group announced publicly by or on behalf of Yourgene through a
RIS prior to the date of this Announcement or disclosed by or on behalf of any
member of the Wider Yourgene Group to any member of the Wider Novacyt Group or
to any of their advisers prior to the date of this Announcement is misleading,
contains any misrepresentation of fact, or omits to state a fact necessary to
make that information not misleading and which was not subsequently corrected
before the date of this Announcement by disclosure publicly, in each case, to
an extent which is material in the context of the Wider Yourgene Group taken
as a whole;
(ii) any member of the Wider Yourgene Group or any partnership,
company or other entity in which any member of the Wider Yourgene Group has a
significant economic interest and which is not a subsidiary undertaking of
Yourgene is, otherwise than in the ordinary course of business, subject to any
liability, contingent or otherwise, to an extent which is material in the
context of the Wider Yourgene Group taken as a whole or is material in the
context of the Acquisition;
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Yourgene
Group and which is material in the context of the Wider Yourgene Group taken
as a whole or is material in the context of the Acquisition;
(iv) (A) any past or present member, director, officer or employee of
the Wider Yourgene Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the UK Bribery Act
2010, the U.S. Foreign Corrupt Practices Act of 1977 and/or any other
applicable anti-corruption or anti-bribery law, rule or regulation; (B) any
person that performs or has performed services for or on behalf of the Wider
Yourgene Group is or has at any time engaged in any activity, practice or
conduct in connection with the performance of such services which would
constitute an offence under the UK Bribery Act 2010, the U.S. Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule or regulation;
(v) any past or present member, director, officer or employee of the
Wider Yourgene Group has engaged in any business with, made any investments
in, made any funds or assets available to or received any funds or assets
from: (i) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources by applicable US, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HMRC;
or (ii) any government, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the United Kingdom, the
European Union or any of its member states or any other governmental or
supranational body or authority in any jurisdiction;
(vi) any asset of any member of the Wider Yourgene Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule or regulation concerning money laundering
or proceeds of crime, or any member of the Wider Yourgene Group is found to
have engaged in activities constituting money laundering under any appliable
law, rule or regulation concerning money laundering; or
(vii) since 30 September 2022, no circumstance having arisen or event
having occurred in relation to any member of the Wider Yourgene Group losing
its title to any of its intellectual property, or any intellectual property
owned or licensed by any member of the Wider Yourgene Group being revoked,
cancelled or declared invalid, in each case to an extent which is material in
the context of the Wider Yourgene Group taken as a whole.
Part B: Certain further terms of the Acquisition
1 Subject to the requirements of the Takeover Panel and the
Code, Novacyt UK reserves the right in its sole discretion to waive (if
capable of waiver):
(i) the deadline set out in the Condition in paragraph 1 of Part A
of this Appendix 1 and any of the deadlines set out in the Conditions in
paragraph 2 of Part A of this Appendix 1 for the timing of the Court Meeting,
General Meeting and the Sanction Hearing; and
(ii) in whole or in part, all or any of the above Conditions set out
in paragraphs 3(A) to (G) of Part A (inclusive).
2 Except as set out in paragraph 1 above, the Conditions in
paragraphs 1 and 2 of Part A of this Appendix 1 may not be waived.
3 Novacyt UK shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as fulfilled
any of the Conditions set out in paragraphs 3(A) to (G) of Part A of this
Appendix 1 (inclusive) by a date earlier than the latest date for the
fulfilment or waiver of that Condition specified above, notwithstanding that
the other Conditions may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any
such Conditions may not be capable of fulfilment.
4 Under Rule 13.5(a) of the Code, Novacyt UK may only invoke a
Condition to the Acquisition so as to cause the Acquisition not to proceed, to
lapse, or to be withdrawn with the consent of the Takeover Panel. The Takeover
Panel will normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance to Novacyt
UK in the context of the Acquisition. Novacyt UK may only invoke a Condition
that is subject to Rule 13.5(a) of the Code with the consent of the Takeover
Panel and any condition that is subject to Rule 13.5(a) may be waived by
Novacyt UK. The Conditions contained in paragraphs 1 and 2 of Part A of this
Appendix 1 and, if applicable, the acceptance condition for a Takeover Offer
referred to in paragraph 7 of this Part B of Appendix 1, are not subject to
this provision of the Code.
5 Under Rule 13.6 of the Code, Yourgene may not invoke, or cause
or permit Novacyt UK to invoke, any condition to the Acquisition, unless the
circumstances which give rise to the right to invoke the condition are of
material significance to Yourgene Shareholders in the context of the
Acquisition.
6 If Novacyt UK is required by the Takeover Panel to make an
offer for Yourgene Shares under the provisions of Rule 9 of the Code, Novacyt
UK may make such alterations to any of the Conditions and certain further
terms of the Acquisition as are necessary to comply with the provisions of
that Rule.
7 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 event, the Acquisition will be
implemented on the same terms and conditions, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments, including
(without limitation) an acceptance condition set at 90 per cent. of the shares
to which such offer relates (or such smaller percentage, being more than 50
per cent. of Yourgene Shares carrying voting rights, as Novacyt UK may
decide). In the event that the Acquisition is implemented by way of a Takeover
Offer, the acceptance condition shall not be capable of being satisfied until
all of the other conditions to the Takeover Offer have either been satisfied
or (if capable of waiver) waived. Further, if sufficient acceptances of the
Takeover Offer are received and/or sufficient Yourgene Shares are otherwise
acquired, it is the intention of Novacyt UK to apply the provisions of the
Companies Act to compulsorily acquire any of the outstanding Yourgene Shares
to which such Takeover Offer relates.
8 Novacyt reserves the right, with the prior consent of the
Takeover Panel, for any other entity owned by it from time to time to
implement the Acquisition.
9 The Yourgene Shares to be acquired pursuant to the Acquisition
shall be acquired by Novacyt UK fully paid and free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and any other third
party rights and interests whatsoever and together with all rights existing at
the date of this Announcement or thereafter attaching thereto, including
(without limitation) voting rights and the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made or paid or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made on or after the Effective Date in
respect of the Yourgene Shares.
10 Novacyt UK reserves the right to reduce the value of the
consideration payable for each Yourgene Share by up to the amount per Yourgene
Share of any dividend, distribution or return of value paid or made on or
after the date of this Announcement and on or prior to the Effective Date. If
any such dividend, distribution or return of value if paid or made after the
date of this Announcement and Novacyt UK exercises its rights described above,
any reference in this Announcement to the consideration payable under the
Acquisition shall be deemed to be a reference to the consideration as so
reduced. Any exercise by Novacyt UK of its rights referred to in this
paragraph shall be subject to the Code and the Takeover Panel and the subject
of an announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the terms of the Acquisition. If
Novacyt UK exercises its right to reduce the offer consideration by all or
part of the amount of a dividend (or other distribution) that has not been
paid, Yourgene Shareholders will be entitled to receive and retain that
dividend (or other distribution).
11 The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom and any Yourgene Shareholders who are not resident in
the United Kingdom will need to inform themselves about and observe any
applicable requirements.
12 The Acquisition is not being, and will not be, made, directly or
indirectly, in, into or by the use of the mails of, or by any other means of
instrumentality (including, but not limited to, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction.
13 Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
14 This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed
by English law and will be subject to the jurisdiction of the English courts.
The Acquisition shall be subject to the applicable requirements of the Code,
the Takeover Panel, the London Stock Exchange and AIM.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:
1. The value attributed to the fully diluted issued ordinary share
capital of Yourgene is based on:
● 3,176,959,792 Yourgene Shares in issue on 30 June 2023
(being the last Business Day prior to the date of this Announcement);
● 16,506,723 Yourgene Shares that will be issued as a result
of the exchange of the 16,506,723 Exchangeco Shares in connection with the
exercise of the CGI Options, which it is intended will take place following
this Announcement such that these Yourgene Shares are issued and allotted
before the Scheme Record Time; and
● 214,877 Yourgene Shares to be issued and allotted prior to
the Scheme Record Time in the event that the Pre-emption Rights are exercised
by the Warrant Holder following the date of this Announcement,
but excludes (i) the options under the Enterprise Management Incentive (EMI)
Share Option Plan (as the exercise price is greater than the Acquisition Price
per Scheme Share) and (ii) the Warrants (as the outstanding Warrants have an
exercise price greater than the Acquisition Price per Scheme Share).
2. References to the existing issued ordinary share capital of
Yourgene are to the number of Yourgene Shares in issue as at the last Business
Day prior to the date of this Announcement, which was 3,176,959,792 Yourgene
Shares. The international securities identification number for the Yourgene
Shares is GB00BN31ZD89.
3. Unless otherwise stated, all prices and volume weighted average
prices for Yourgene Shares have been derived from Bloomberg.
4. The premia calculations have been calculated by reference to:
a. the closing share price on 30 June 2023 (being the last Business Day
prior to the date of this Announcement) of 0.195 pence per Yourgene Share;
b. the Volume Weighted Average Price per Yourgene Share during the
three-month period ended 30 June 2023 (being the last Business Day prior to
the date of this Announcement) of 0.247 pence per Yourgene Share;
c. the Volume Weighted Average Price per Yourgene Share during the six-month
period ended 30 June 2023 (being the last Business Day prior to the date of
this Announcement) of 0.332 pence per Yourgene Share; and
d. the December 2022 placing price of 0.30 pence per Yourgene Share.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Novacyt UK has received irrevocable undertakings to vote or procure votes in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting in respect of a total of 828,241,770 Yourgene
Shares (representing, in aggregate, approximately 26.1 per cent. of Yourgene
Shares in issue on 30 June 2023 (being the last Business Day prior to the date
of this Announcement)), comprised as follows:
Yourgene Directors' irrevocable undertakings
Name Number of Yourgene Shares Per cent. of Yourgene Shares
in issue
Dr Bill Chang 302,920,142 9.5
Lyn Rees 85,371,235 2.7
Dr John Brown 33,685,783 1.1
Dr Joanne Mason(¹) 6,999,999 0.2
Total 428,977,159 13.5
Note (¹): Dr Joanne Mason holds in aggregate 7,782,770 Yourgene Shares of
which 782,771 Yourgene Shares are held pursuant to the SIP. Yourgene intends
to seek confirmation from the SIP trustee that it will seek voting
instructions from all SIP participants in respect of the Court Meeting and the
General Meeting. Under the rules of the SIP, whilst the SIP trustee may seek
voting instructions it is not obliged to do so. Accordingly, the 782,771
Yourgene Shares held by Dr Joanne Mason pursuant to the SIP have not been
counted towards the aggregate number of Yourgene Shares in respect of which
irrevocable undertakings to vote or procure votes in favour of the Scheme at
the Court Meeting and the Special Resolution to be proposed at the General
Meeting have been received by Novacyt UK.
The irrevocable undertakings given by the Yourgene Directors as set out above
will apply to any Yourgene Shares acquired as a result of any awards or
options exercised by the Yourgene Directors pursuant to the Enterprise
Management Incentive (EMI) Share Option Plan operated by Yourgene.
The irrevocable undertakings from the Yourgene Directors will only cease to be
binding if:
(a) the Scheme Document or the offer document (as applicable) is not
published within 28 days of the release of this Announcement or such later
time and date as may be determined by Novacyt UK with the consent of Yourgene
and the Takeover Panel;
(b) Novacyt UK announces, with the consent of the Takeover Panel and
before the Scheme Document or offer document (as applicable) is published,
that it does not intend to proceed with the Acquisition;
(c) the Scheme (or Takeover Offer, as applicable) does not become
effective (or has not become or been declared unconditional in all respects in
accordance with the requirements of the Code, as the case may be) by the Long
Stop Date or such later time or date as Novacyt UK and Yourgene agree in
writing with the consent of the Takeover Panel;
(d) the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms;
(e) any competing offer for the entire issued and to be issued share
capital of Yourgene becomes or is declared unconditional (if implemented by
way of a takeover offer) or, if proceeding by way of a scheme of arrangement,
becomes effective in accordance with its terms; or
(f) the Takeover Panel announces that, following a request from
Novacyt UK, it has released Novacyt UK from its obligation to proceed with the
Scheme or the Offer (as the case may be) or confirms to Novacyt UK or to
Yourgene or their respective financial advisers that, following such a
request, it has done so.
Other Yourgene Shareholder's irrevocable undertaking
Name Number of Yourgene Shares Per cent. of Yourgene Shares
in issue
BGF Investments LP ("BGF") 399,264,611 12.6
Total 399,264,611 12.6
The irrevocable undertaking from BGF will cease to be binding if:
(a) the Scheme Document or the offer document (as applicable) is not
published within 28 days of the release of this Announcement or such later
time and date as may be determined by Novacyt UK with the consent of Yourgene
and the Takeover Panel;
(b) Novacyt UK announces, with the consent of the Takeover Panel and
before the Scheme Document or offer document (as applicable) is published,
that it does not intend to proceed with the Acquisition;
(c) the Scheme (or Takeover Offer, as applicable) does not become
Effective (or has not become or been declared unconditional in all respects in
accordance with the requirements of the Code, as the case may be) by the Long
Stop Date or such later time or date as Novacyt UK and Yourgene agree in
writing with the consent of the Takeover Panel;
(d) the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms;
(e) any competing offer for the entire issued and to be issued share
capital of Yourgene (i) meets the conditions required of a Competing Offer
(defined below), (ii) becomes or is declared unconditional (if implemented by
way of a takeover offer) or (iii) if proceeding by way of a scheme of
arrangement, becomes effective in accordance with its terms; or
(f) the Takeover Panel announces that, following a request from
Novacyt UK, it has released Novacyt UK from its obligation to proceed with the
Scheme or the Offer (as the case may be) or confirms to Novacyt UK or to
Yourgene or their respective financial advisers that, following such a
request, it has done so.
Further, the undertaking provided by BGF referred to in the table above will
cease to be binding if, prior to the Scheme (or Takeover Offer, as applicable)
becoming Effective, any person other than Novacyt UK or any person acting in
concert with Novacyt UK announces a firm intention (in accordance with Rule
2.7 of the Code, to make an offer (within the meaning of the Code) (the
"Relevant Announcement") to acquire all the equity share capital of Yourgene)
(a "Competing Offer"), provided that:
(a) the Competing Offer is at a price, or is in exchange for such
number of shares (or other securities) that in the reasonable opinion of
Yourgene, having taken advice from its financial adviser, implies a value for
each Yourgene Share of at least 0.5742 pence per Yourgene Share, being at
least 10 per cent. more than the Acquisition Price; and
(b) Novacyt UK has not announced a firm intention to make a revised
offer for all of the Yourgene Shares not already owned by it (or by persons
acting in concert with it) which is not subject to any pre-conditions for an
equivalent or improved consideration (in the reasonable opinion of Yourgene's
financial adviser) to that available under such Competing Offer by 5.00 p.m.
on the third Business Day after the date of the Relevant Announcement, unless
the Competing Offer lapses or is withdrawn by 5.00 p.m. on such date. If
Novacyt UK does announce such a firm intention by that time on that date then
the undertaking provided by BGF shall remain effective.
APPENDIX 4
DEFINITIONS
In this Announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:
0.9p Deferred Shares the deferred shares of 0.9p each in the capital of Yourgene;
9.9p Deferred Shares the deferred shares of 9.9p each in the capital of Yourgene;
2015 Warrant Instrument the deed executed by Yourgene dated 11 December 2015 governing the issue of
the 2015 Warrants;
2016 Warrant Instrument the deed executed by Yourgene dated 22 September 2016 governing the issue of
the 2016 Warrants and the 2017 Warrants;
2015 Warrants the warrants for the issue of 20,325,204 Yourgene Shares at 24.6 pence per
Yourgene Share as issued pursuant to the 2015 Warrant Instrument and the
relevant Warrant Certificate on 11 December 2015;
2016 Warrants the warrants for the issue of 17,094,018 Yourgene Shares at 11.7 pence per
Yourgene Share as issued pursuant to the 2015 Warrant Instrument and the
relevant Warrant Certificate on 22 September 2016;
2017 Warrants the warrants for the issue of 16,913,319 Yourgene Shares at 11.83 pence per
Yourgene Share as issued pursuant to the 2016 Warrant Instrument and the
relevant Warrant Certificate on 31 March 2017;
Acquisition the recommended offer to be made by Novacyt UK to acquire the entire issued
and to be issued share capital of Yourgene to be effected by means of the
Scheme (or, if Novacyt UK so elects and subject to the Takeover Panel's
consent, a Takeover Offer) on the terms and subject to the conditions set out
in the Scheme Document;
Acquisition Price 0.522 pence per Scheme Share;
AIM the market of that name operated by the London Stock Exchange;
AIM Rules the rules of AIM as set out in the "AIM Rules for Companies" issued by the
London Stock Exchange from time to time relating to AIM traded securities and
the operation of AIM;
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the
Code;
Authorisations regulatory authorisations, orders, recognitions, grants, determinations,
consents, clearances, confirmations, certificates, licences, permissions,
exemptions or approvals;
Business Day a day, other than a Saturday, Sunday, public holiday or bank holiday, on which
banks are generally open for normal business in the City of London;
Callco Yourgene Canada Ltd, a subsidiary of Yourgene, incorporated under the laws of
British Columbia, Canada;
CGI Coastal Genomics, Inc. a subsidiary of Yourgene, incorporated under the laws
of British Columbia, Canada;
CGI Acquisition the acquisition of the entire issued share capital of CGI by Exchangeco as
announced by Yourgene to a Regulatory Information Service on 7 August 2020;
CGI Acquisition Agreement the share sale and purchase agreement dated 7 August 2020 as between (1) the
Sellers (as defined therein); (2) Exchangeco and (3) Yourgene in relation to
the CGI Acquisition;
CGI Option Agreement the option agreement dated 7 August 2020 as between (1) the Sellers (as
defined therein); (2) Callco; and (3) Yourgene;
CGI Optionholders the holders of the CGI Options pursuant to the CGI Option Agreement;
CGI Options the put and call options granted to Yourgene and the CGI Optionholders (as the
case may be) pursuant to the terms of the CGI Option Agreement;
Closing Price the closing middle market quotation for a Yourgene Share as derived from the
AIM appendix to the Daily Official List on that day;
Code the City Code on Takeovers and Mergers;
Companies Act the UK Companies Act 2006, as amended;
Conditions the conditions to the implementation of the Scheme and the Acquisition, which
are set out in Appendix 1 to this Announcement and to be set out in the Scheme
Document;
Confidentiality Agreement the confidentiality agreement entered into between Novacyt and Yourgene on 16
May 2023, a summary of which is set out in paragraph 14 (Offer-related
arrangements) of this Announcement;
Court the High Court of Justice, Chancery Division (Companies Court), in England and
Wales;
Court Meeting the meeting (or any adjournment, postponement or reconvention thereof) of the
Scheme Shareholders (or the relevant class or classes thereof) to be convened
by order of the Court pursuant to section 896 of the Companies Act to consider
and, if thought fit, approve the Scheme (with or without modification);
Court Order the order of the Court sanctioning the Scheme;
CREST the relevant system (as defined in the Regulations) in respect of which
Euroclear UK & International Limited is the Operator (as defined in the
Regulations);
Daily Official List the Daily Official List of the London Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of the Code;
Deferred Shares the 0.9p Deferred Shares and/or the 9.9p Deferred Shares, as the context may
require;
Disclosed (i) matters fairly disclosed by or on behalf of Yourgene in the information
made available to Novacyt and Novacyt UK (and their respective officers,
employees, agents or advisers) in the virtual data room established by
Addleshaw Goddard LLP on behalf of Yourgene for the purposes of the
Acquisition before 5.00 p.m. on 30 June 2023 (being the last Business Day
prior to the date of this Announcement) whether or not in response to any
specific request for information made by Novacyt, Novacyt UK or any of their
respective officers, employees, agents or advisers; (ii) information fairly
disclosed in writing (which shall include by email) by or on behalf of
Yourgene to Novacyt and Novacyt UK (or their respective officers, employees,
agents or advisers (specifically in their capacity as such)) before 5.00 p.m.
on 30 June 2023 (being the last Business Day prior to the date of publication
of this Announcement); (iii) information included in the annual report and
accounts of the Yourgene Group for the financial year ended 31 March 2022
and/or included in the unaudited half-year report of the Yourgene Group for
the 6 month period ended 30 September 2022; (iv) information disclosed in a
public announcement to a Regulatory Information Service made by, or on behalf
of, Yourgene prior to the date of publication of this Announcement; (v)
filings made with the Registrar of Companies and appearing on Yourgene's file
at Companies House within the two years ending on the date of this
Announcement; or (vi) disclosed in this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by
way of a Scheme, the Scheme having become effective in accordance with its
terms, upon the delivery of the Court Order to the Registrar of Companies; or
(b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer having been declared or become unconditional in accordance with the
requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes Effective; or (b) if the
Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
becomes Effective;
Enlarged Group the Novacyt Group as enlarged by the Yourgene Group following completion of
the Acquisition;
Exchangeco Yourgene Health Canada Investments Ltd, a subsidiary of Yourgene, incorporated
under the laws of British Columbia, Canada;
Exchangeco Shares the class B shares without par value in the capital of Exchangeco;
Excluded Shares (a) any Yourgene Shares legally or beneficially held by Novacyt UK or any
member of the Wider Novacyt Group; and (b) any Yourgene Shares held in
treasury by Yourgene, in each case at the Scheme Record Time;
FCA the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy the forms of proxy for use at the Court Meeting and the General Meeting
respectively, which will accompany the Scheme Document;
FSMA the Financial Services and Markets Act 2000, as amended;
General Meeting the general meeting (or any adjournment, postponement or reconvention thereof)
of Yourgene Shareholders to be convened in connection with the Scheme;
Inside Information as defined in, and for the purposes of, the UK Market Abuse Regulation;
Lock-in Deed the deed dated 17 February 2019 as between (1) the Warrant Holder; and (2)
Yourgene;
London Stock Exchange London Stock Exchange Group Plc;
Long Stop Date 29 December 2023 or such later date (if any) as Novacyt UK and Yourgene may,
with the consent of the Takeover Panel, agree and (if required) the Court may
allow;
NIPT non-invasive pre-natal testing;
Novacyt Novacyt S.A.
Novacyt Directors the directors of Novacyt and Novacyt UK;
Novacyt Group Novacyt and its subsidiaries and subsidiary undertakings;
Novacyt Share a share of a par value of 1/15th of a Euro each in the capital of Novacyt;
Novacyt UK Novacyt UK Holdings Limited, a wholly-owned subsidiary of Novacyt;
Offer Period the period which commenced on the date of this Announcement and ending on the
date on which the Acquisition becomes Effective, lapses or is withdrawn (or
such other date as the Takeover Panel may decide);
Opening Position Disclosure has the same meaning as in Rule 8 of the Code;
Operational Restructuring has the meaning given to it in paragraph 10 (Intentions for the Yourgene
Group) of this Announcement;
PCR polymerase chain reaction;
Pre-emption Rights the rights of pre-emption in favour of the Warrant Holder in relation to the
relevant securities of Yourgene pursuant to the terms of the Lock-in Deed and
the Warrant Instruments as described in paragraph 16 (Yourgene Share Plans,
CGI Options, Warrants and Pre-emption Rights);
qPCR quantitative polymerase chain reaction;
Registrar of Companies the Registrar of Companies of England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Regulatory Information Service a service approved by the London Stock Exchange for the distribution to the
public of announcements and included within the list maintained on the London
Stock Exchange's website;
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Yourgene Shareholders in that
jurisdiction;
Review has the meaning given to it in paragraph 10 (Intentions for the Yourgene
Group) of this Announcement;
RUO Research Use Only;
Sanction Hearing the hearing by the Court to sanction the Scheme and, if such hearing is
adjourned, references to the commencement of any such hearing shall mean the
commencement of the final adjournment thereof;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act to
effect the Acquisition between Yourgene and the Scheme Shareholders (the full
terms of which will be set out in the Scheme Document), with or subject to any
modification, addition or condition which Novacyt UK and Yourgene may agree,
and, if required, the Court may approve or impose;
Scheme Document the document to be despatched to (amongst others) Yourgene Shareholders
containing, amongst other things, the terms and conditions of the Scheme, the
notices convening the Court Meeting and the General Meeting;
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately prior to the Effective Date;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares all Yourgene Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and prior to the
Voting Record Time; and
(c) (if any) issued on or after the Voting Record Time and at or prior to the
Scheme Record Time, on terms that the original or any subsequent holders
thereof will be bound by the Scheme or in respect of which such holders are,
or have agreed in writing to be, so bound,
in each case, remaining in issue at the Scheme Record Time and excluding the
Excluded Shares;
SIP the Share Incentive Plan operated by Yourgene;
Special Resolution the special resolution to be proposed at the General Meeting in connection
with, among other things, the approval of the Scheme and the alteration of the
Yourgene Articles and such other matters as may be necessary to implement the
Scheme;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 10 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer should the Acquisition be implemented by way of a takeover offer as defined in
section 974 of the Companies Act 2006, the offer to be made by or on behalf of
Novacyt UK to acquire the entire issued and to be issued share capital of
Yourgene and, where the context requires, any subsequent revision, variation,
extension or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, professional or investigative body or
authority (including any antitrust or merger control authority), court, trade
agency, professional association, institution, works council, employee
representative body or any other similar body or person whatsoever in any
jurisdiction;
UK Market Abuse Regulation Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse as it forms part of the domestic law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as
amended)
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or U.S. the United States of America, its territories and possessions, all areas
subject to its jurisdiction or any subdivision thereof, any state of the
United States of America and the District of Columbia;
U.S. Exchange Act the United States Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder;
Volume Weighted Average Price the volume weighted average of the per share trading prices of Yourgene Shares
on the London Stock Exchange as reported through Bloomberg;
Voting Record Time the date and time specified in the Scheme Document by reference to which
entitlements to vote on the Scheme will be determined, expected to be 6.00
p.m. on the day which is two days before the date of the Court Meeting or, if
the Court Meeting is adjourned, 6.00 p.m. on the second day before the date of
such adjourned meeting;
Warrant Certificate the warrant certificates executed by Yourgene and issued to the Warrant Holder
pursuant to the relevant Warrant Instrument;
Warrant Holder Life Technologies Limited (a subsidiary of Thermo Fisher Scientific Inc.), the
warrant holder who has been issued Warrants pursuant to the relevant Warrant
Instrument and Warrant Certificate;
Warrant Instruments the 2015 Warrant Instrument, the 2016 Warrant Instrument and the 2017 Warrant
Instrument, together being the deeds executed by Yourgene governing the issue
of the Warrants and "Warrant Instrument" means any one of them;
Warrants together being the 2015 Warrants, the 2016 Warrants and the 2017 Warrants;
Wider Novacyt Group Novacyt UK, Novacyt and their respective subsidiary undertakings, associated
undertakings and any other body corporate, partnership, joint venture or
person in which Novacyt UK, Novacyt and/or such undertakings (aggregating
their interests) have a Substantial Interest or the equivalent;
Wider Yourgene Group Yourgene, its subsidiaries, subsidiary undertakings, associated undertakings
and any other undertaking, body corporate, partnership, joint venture or
person in which Yourgene and/or such undertakings (aggregating their
interests) have a direct or indirect Substantial Interest or the equivalent;
Yourgene Yourgene Health plc;
Yourgene Articles the articles of association of Yourgene;
Yourgene Board the board of directors of Yourgene for the time being;
Yourgene Directors the directors of Yourgene for the time being;
Yourgene Group Yourgene and its subsidiaries and subsidiary undertakings;
Yourgene Share Plans the Enterprise Management Incentive (EMI) Share Option Plan operated by
Yourgene and the SIP;
Yourgene Shareholders the holders of Yourgene Shares;
Yourgene Shares the ordinary shares of 0.1 pence each in the capital of Yourgene and "Yourgene
Share" means any one of them; and
£ or pence pounds sterling or pence, the lawful currency of the UK.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice versa,
unless the context otherwise requires;
(c) "subsidiary", "subsidiary undertaking" and "undertaking" have
the meanings given by the Companies Act and "associated undertaking" has the
meaning given to it by paragraph 19 of Schedule 6 of the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 1(b) thereof which shall be excluded for this purpose;
and
(d) all references to statutory provision or law or to any order or
regulation shall be construed as a reference to that provision, law, order or
regulation as extended, modified, replaced or re-enacted from time to time and
all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
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