REG - Yourgene Health PLC - Scheme of Arrangement becomes Effective

Yourgene HealthAnnouncement

08/09/2023 11:30

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RNS Number : 8904L  Yourgene Health PLC  08 September 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

 

FOR IMMEDIATE RELEASE

8 September 2023

RECOMMENDED CASH OFFER

for

Yourgene Health plc ("Yourgene")

by

Novacyt UK Holdings Limited

(a wholly-owned subsidiary of Novacyt S.A. ("Novacyt"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Scheme of Arrangement becomes Effective

 

On 3 July 2023, the boards of Yourgene and Novacyt announced that they had
agreed the terms of a recommended cash offer pursuant to which Novacyt UK
Holdings Limited, a wholly owned subsidiary of Novacyt, would acquire the
entire issued and to be issued ordinary share capital of Yourgene (the
"Acquisition").

 

The circular in relation to the Scheme was published on 27 July 2023 (the
"Scheme Document").

 

Capitalised terms used in this Announcement shall, unless otherwise defined,
have the same meaning as set out in Part VII of the Scheme Document. All
references to times in this announcement are to London time.

 

On 17 August 2023, the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting and the Resolution in connection with the
implementation of the Scheme was passed by the requisite majority of Yourgene
Shareholders at the General Meeting.

 

Further to the announcement made by Yourgene on 7 September 2023, that the
Court had sanctioned the Scheme, Yourgene is pleased to announce that,
following delivery of the Court Order to the Registrar of Companies today, the
Scheme has now become Effective in accordance with its terms and accordingly,
Novacyt UK Holdings Limited is now the owner of all of the Scheme Shares.

 

Settlement

 

Scheme Shareholders on the register of members at the Scheme Record Time,
being 6.00 p.m. on 7 September 2023, are entitled to receive 0.522 pence in
cash for each Scheme Share.

Settlement of the consideration to which each Scheme Shareholder is entitled
will, for Scheme Shareholders holding Scheme Shares in certificated form, be
effected by way of the despatch of cheques, or, for Scheme Shareholders
holding Scheme Shares in uncertificated form, through the crediting of CREST
accounts (or by any other method approved by the Panel) as soon as practicable
and in any event not later than 22 September 2023.

In the case of Yourgene Shares held by participants under the SIP, settlement
of consideration will be effected through payment by Yourgene as soon as
practicable following receipt by Yourgene of payment in respect of such
consideration from the trustee of the SIP, in accordance with the letters sent
to such participants by the trustee of the SIP.

As a result of the Scheme becoming Effective, share certificates in respect of
Yourgene Shares will cease to be valid evidence of title and entitlements to
Yourgene Shares held in uncertificated form within the CREST system will be
cancelled.

Suspension of trading and cancellation of admission to trading on AIM

 

Dealings in Yourgene Shares on AIM were suspended with effect from 7.30 a.m.
today. An application has been made to the London Stock Exchange for the
de-listing and cancellation of admission to trading of the Yourgene Shares on
AIM, which is expected to take effect at or around 7.00 a.m. on 11 September
2023.

Dealing disclosures

 

Yourgene is no longer in an "Offer Period" as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to
Yourgene Shareholders no longer apply.

 

Enquiries:

 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
 Novacyt
 James Wakefield (Chairman)                                                     c/o Numis

 James McCarthy (acting Chief Executive Officer)
 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)

Addleshaw Goddard LLP is providing legal advice to Yourgene.

Stephenson Harwood LLP is providing legal advice to Novacyt and Novacyt UK.

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 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.

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 Takeover 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 Takeover 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, Corporate Actions, Central Square, 29 Wellington Street, Leeds,
LS1 4DL; or (ii) calling +44 (0) 371 664 0321. 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.

 

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