REG - Yourgene Health PLC - Proposed Acquisition, Placing & Subscription
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, AND THE INFORMATION CONTAINED WITHIN THEM, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014. DEFINED TERMS ARE CONTAINED AT APPENDIX 1.
Yourgene Health plc
("Yourgene" or the "Company")
Proposed acquisition of Delta Diagnostics (UK) Limited ("Elucigene")
and
Proposed placing of a minimum of 92,682,928 new Ordinary Shares
and
Proposed subscription for 4,878,048 new Ordinary Shares
Highlights
· Proposed acquisition of Elucigene, a leading molecular diagnostics manufacturer and developer, complementary to Yourgene's current and planned product offering
· Acquisition consideration of £9.2 million (comprising £6.3 million cash and £2.9 million equity), includes £0.4 million of net cash, representing an enterprise value of £8.8 million
· £6.3 million cash consideration for the Acquisition to be funded by a non-pre-emptive fundraise ("Fundraise") comprising a placing of Ordinary Shares to institutional investors and the subscription for Ordinary Shares by certain Directors of Yourgene, in each case at an issue price of 10.25 pence per new Ordinary Share
· Yourgene intends to raise a minimum of £10.0million (before expenses) pursuant to the Fundraise, but has the flexibility to increase the size of the Fundraise to up to approximately £11.8 million (before expenses)
· Any proceeds from the Fundraise (net of expenses) in excess of the Cash Consideration will be used to provide additional working capital for the Enlarged Group
· £2.9 million equity consideration for the Acquisition is to be satisfied through the issue of 24,581,111 new Ordinary Shares to Elucigene shareholders at an issue price of 11.7 pence per new Ordinary Share
· Acquisition immediately accretive to earnings, with identified potential cost and revenue synergies, offering an opportunity to accelerate Yourgene's overall pathway to profitability and free cash flow generation
· Elucigene revenue was £3.6 million for the year ended 31 December 2018, with an associated Adjusted EBITDA of £1.0 million
· Acquisition of Elucigene offers a complementary suite of CE-IVD marked products focused on reproductive health, strengthening the Enlarged Group's position in the prenatal testing pathway, with pipeline of reproductive health and oncology products
· Increases sales resource materially, including six additional full time employees focused on the European region and an additional 150 new customers (laboratories) added to the Enlarged Group
· Immediate increase in the Enlarged Group's global footprint, with territories covered increasing from 30 to 57 (through direct or indirect sales)
· Elucigene's PCR (DNA amplifying) technology platform broadens the Enlarged Group's technology portfolio within molecular diagnostics
· Integration plans prepared to combine Yourgene's and Elucigene's Manchester-based head offices
Manchester, UK - 17 April 2019: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces that it has conditionally agreed to acquire the entire issued share capital of Elucigene, a leading molecular diagnostics manufacturer and developer, for a total consideration of £9.2 million, on a £0.4 million net cash positive basis, representing an £8.8 million total enterprise value. The consideration will be satisfied by the payment of £6.3 million in cash (the "Cash Consideration") and the issue of 24,581,111 new Ordinary Shares in the Company at an issue price of 11.7 pence each (representing 5.4 per cent. of the Existing Share Capital) (the "Consideration Shares"). Completion of the Acquisition is conditional, amongst other things, on admission of the Fundraise Shares to trading on AIM becoming effective.
In order to fund the Acquisition and to provide additional working capital for the Enlarged Group, the Company is seeking to raise, through the Fundraise, a minimum of £10.0 million (before expenses), through the issue of 97,560,976 new Ordinary Shares at an issue price of 10.25 pence per new Ordinary Share. The Directors have the flexibility to increase the size of the Fundraise to up to approximately £11.8 million. Further details of the Fundraise are set out below in the section headed "Details of the Fundraise".
Stifel Nicolaus Europe Limited ("Stifel") is acting for the Company as Sole Bookrunner in relation to the Placing, and Cairn Financial Advisers LLP ("Cairn") is acting as the Company's Nominated Adviser.
Elucigene's executive management team have agreed to roll approximately 60 per cent. of their shareholdings in Elucigene (representing approximately 20 per cent. of Elucigene's total issued share capital) into new Ordinary Shares in Yourgene. The Consideration Shares to be issued to such members of the Elucigene's executive management team will be subject to lock-up restrictions for a period of 12 months.
In connection with the Fundraise, each of the Directors has agreed to 12 month lock-up restrictions in respect of all Ordinary Shares held by him/her as at the date of this Announcement (and including, in the case of Bill Chang and Lyn Rees, their respective Subscription Shares).
Background to Elucigene and the Acquisition
Elucigene is a Manchester-based molecular diagnostics manufacturer and developer with a suite of in vitro diagnostic CE ("CE-IVD") marked products focused on reproductive health and oncology, including leading products for cystic fibrosis testing and invasive prenatal aneuploidy screening and a pipeline of new diagnostic solutions in development.
Elucigene's current product portfolio is complementary to Yourgene's existing non-invasive prenatal testing ("NIPT") solutions, broadening the Group's offering as a leading provider of molecular diagnostic solutions for reproductive health. Elucigene has launched 36 commercial products and has a pipeline of new diagnostic solutions in development. Elucigene's current commercial offering includes leading products for:
· Cystic Fibrosis screening, which is routinely performed on newborn babies as part of the newborn blood spot test (more commonly known as the "heel prick test");
· invasive rapid aneuploidy testing;
· male infertility testing; and
· genetic disease testing.
The Enlarged Group will have an increased depth of products across reproductive health and will leverage its combined skillset to develop and launch additional next generation sequencing ("NGS") and other molecular diagnostic products for commercialisation.
Elucigene's geographic reach is complementary to Yourgene's existing footprint, creating significant cross-selling opportunities within existing and new territories. The Acquisition will add 150 new laboratory customers worldwide and expand Yourgene's commercial footprint, with direct or indirect sales increasing from 30 to 57 territories. The Acquisition will also materially increase the Enlarged Group's sales resources, especially in Europe, with six additional sales persons focused on the region.
The integration of the two businesses will create an Enlarged Group of increased scale and the Directors believe that it will accelerate Yourgene's road to profitability and free cash flow generation. Elucigene's premises are located within one kilometre of Yourgene's current head office. Given this geographical proximity, Yourgene has identified potential cost synergies, including with the opportunity to combine the operations of Yourgene and Elucigene onto a single site.
For the year ended 31 December 2018, Elucigene generated revenues of £3.6 million and Adjusted EBITDA of £1.0 million.
Elucigene's surplus cash at completion of the Acquisition will be paid to the sellers of Elucigene, but that payment will be funded by Elucigene's balance sheet, not the Company or the Fundraising.
Details of the Fundraise
Pursuant to the Fundraise, the Company is seeking to raise a minimum of £10.0 million (before expenses), by way of:
· the Placing of a minimum of 92,682,928 new Ordinary Shares to institutional investors; and
· the Subscription for 4,878,048 new Ordinary Shares (in aggregate) by Directors, Bill Chang and Lyn Rees.
The Directors have the ability to increase the size of the Placing to up to approximately £11.8 million.
In connection with the Fundraise, each of the Directors has agreed to 12 month lock-up restrictions in respect of all Ordinary Shares held by him/her as at the date of this Announcement (and including, in the case of Bill Chang and Lyn Rees, their respective Subscription Shares).
The new Ordinary Shares to be issued pursuant to the Fundraise represent approximately 21.3 per cent. of the Existing Share Capital and will, when issued, rank pari passu in all respects with the Company's existing Ordinary Shares.
The Placing
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuilding process which will be launched immediately following this Announcement and will be subject to the Terms and Conditions set out in Appendix II. The exact number of Placing Shares to be placed with investors will be determined by the Company and Stifel at the close of the bookbuilding process and will be announced by the Company shortly thereafter. The timing of the closing of the bookbuilding process and of the allocations are at the discretion of the Company and Stifel.
The Placing is conditional, inter alia, upon:
• the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission;
• the Company raising gross proceeds of not less than £10.0 million pursuant to the Fundraise; and
• Admission becoming effective by no later than 8.00 a.m. on 25 April 2019 or such later time and/or date (being no later than 8.00 a.m. on 9 May 2019) as Stifel and the Company may agree.
If any of the Conditions are not satisfied, the Placing Shares will not be issued and all monies received from Placees and Subscribers will be returned to them. The Placing Agreement contains warranties from the Company in favour of Stifel and Cairn in relation to (amongst other things) the Group and its business. In addition, the Company has agreed to indemnify Stifel and Cairn and each of their respective Associates (as defined in the Placing Agreement) in relation to certain liabilities they may incur in undertaking the Placing. Stifel has the right to terminate the Placing Agreement in certain limited circumstances prior to Admission, in particular, Stifel may terminate in the event that there has been a material breach of any of the warranties or a Material Adverse Change (as defined in the Placing Agreement).The Placing is not conditional on completion of the Acquisition. The Placing may therefore complete while the Acquisition does not. In the event that admission of the Fundraise Shares becomes effective to trading on AIM but completion of the Acquisition does not occur, the Directors' current intention is that the net proceeds of the Placing will be applied to fund the Acquisition and the Company's additional organic and inorganic growth opportunities.
Pursuant to a share lock-in deed between the Company and Life Technologies Limited ("Thermo Fisher") dated 17 March 2019, the Company has granted Thermo Fisher certain rights to participate in future issuances of Ordinary Shares and other securities by the Company on a pro rata basis for so long as Thermo Fisher is a holder of Ordinary Shares (the "Pre-emptive Rights"). The Pre-emptive Rights allow Thermo Fisher to participate in any such share and securities issuances on the same terms as other participating investors, subject to certain limited exceptions which do not apply in the context of the Fundraise or the issue of the Consideration Shares or the grant of the New Options. Thermo Fisher will therefore have an opportunity to participate in the Fundraise and the grant of New Options pursuant to the operation of its Pre-emptive Rights. Should Thermo Fisher elect to exercise its Pre-emptive Rights in connection with the Fundraise and the New Options after the closing of the bookbuilding process being undertaken by Stifel in connection with the Placing, it is envisaged that (subject to sufficient shareholder authorities being put in place in order to issue new Ordinary Shares and New Options to Thermo Fisher) the Company will issue up to 10,500,000 further new Ordinary Shares and grant New Options over up to 1,050,000 further new Ordinary Shares to Thermo Fisher following completion of the Fundraise, which would have an immediate dilutive impact on other shareholders (including those who participate in the Fundraise).
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendices) in this entirety and to be making such offer on the terms and subject to the conditions in Announcement, and to be providing the representations, warranties and acknowledgements contained in Appendix II.
Your attention is drawn to the detailed Terms and Conditions of the Placing set out in Appendix II to this Announcement.
The Subscription
Each of Bill Chang and Lyn Rees have entered into conditional Subscription Letters pursuant to which they have agreed to subscribe for 4,634,146 and 243,902 new Ordinary Shares, respectively. The Subscription is conditional upon completion of the Placing.
In connection with the Fundraise, each of the Directors has agreed to 12 month lock-up restrictions in respect of all Ordinary Shares held by him/her as at the date of this Announcement (and including, in the case of Bill Chang and Lyn Rees, their respective Subscription Shares).
Application will be made to London Stock Exchange for the admission of the Fundraise Shares to trading on AIM. It is expected that admission will occur and that dealings in the Fundraise Shares will commence at 8.00 a.m. on or around 25 April 2019, at which time it is also expected that the Fundraise Shares will be enabled for settlement in CREST.
Lyn Rees, CEO of Yourgene, commented: "The acquisition of Elucigene will strengthen Yourgene's product portfolio within reproductive health and produce cross-selling opportunities across our client bases. The combination of the businesses will immediately increase our commercial footprint to 57 territories, adding an additional 150 customers to the Enlarged Group into which we will aim to cross-sell our respective complementary products. We have a unique opportunity to bring our skill sets together under one roof, expand our combined sales force and leverage our respective technical and regulatory expertise and partnerships to extend our genetic testing offering. We are excited to be consolidating our position within molecular diagnostics and accelerating our road to profitability."
Mark Street-Docherty, CEO of Elucigene, commented: "We believe strongly in the rationale for bringing Elucigene's business together with Yourgene's and this is reflected in the executive management team of Elucigene rolling the majority of its equity into Yourgene. We look forward together to continuing to deliver innovative products that improve patient outcomes."
For more information, please contact:
Yourgene Health plc
Lyn Rees, Chief Executive Officer
Barry Hextall, Chief Financial Officer
Joanne Cross, Head of Marketing
Tel: +44 (0)161 667 1053
Cairn Financial Advisers LLP (Nomad)
Liam Murray / James Caithie / Ludovico Lazzaretti
Tel: +44 (0)20 7213 0880
Stifel Nicolaus Europe Limited (Sole Bookrunner)
Nicholas Moore / Matthew Blawat / Ben Maddison
Tel: +44 (0)20 7710 7600
Vigo Communications (PR)
Ben Simons / Fiona Henson / Antonia Pollock
Tel: +44 (0)20 7390 0238
About Yourgene Health
Yourgene Health is an international molecular diagnostics group which develops and commercialises genetic products and services. The group works in partnership with global leaders in DNA technology to advance diagnostic science.
Our product development, research service and commercial capabilities extend across the lifecycle of genetic test development including regulatory submissions.
Yourgene Health's first commercialised products are NIPT for Down's Syndrome and other genetic disorders, targeting a share of an emerging billion-dollar global market.
Prenatal screening is an established clinical practice, but accuracy challenges with traditional methods are driving the need for NIPT and other DNA-based reproductive health testing solutions. Our commercial footprint is already established in the UK, Europe, the Middle East, Africa and Asia.
Through our technical expertise and partnerships, Yourgene Health is aiming to extend its genetic testing offering into complementary areas of reproductive health and oncology.
Yourgene Health is headquartered in Manchester, UK with offices in Taipei and Singapore, and is listed on the London Stock Exchange's AIM market under the ticker "YGEN". For more information visit www.yourgene-health.com and follow us on twitter @Yourgene_Health.
1. Further information on the Acquisition
Yourgene has conditionally agreed to acquire the entire issued share capital of Elucigene, a leading molecular diagnostics manufacturer and developer, for a total consideration of £9.2 million, on a £0.4 million net cash positive basis, representing an £8.8 million total enterprise value. The consideration will be satisfied by the Cash Consideration of £6.3 million and the issue of the Consideration Shares, being 24,581,111 new Ordinary Shares in the Company at an issue price of 11.7 pence per new Ordinary Share (representing 5.4 per cent. of the Enlarged Share Capital of Yourgene).
Completion of the Acquisition is conditional on, amongst other things, admission of the Fundraise Shares to trading on AIM becoming effective.
2. Information on Elucigene
Since its incorporation in 2013, Elucigene has become a leading molecular diagnostics manufacturer and developer based at Citylabs 1.0 in Manchester, UK, less than a kilometre from Yourgene's own Manchester based head office.
Elucigene's suite of CE-IVD marked products are focused on reproductive health and oncology, including leading products for Cystic Fibrosis screening and invasive prenatal aneuploidy screening and a pipeline of new innovative diagnostic solutions in development. These products, currently totalling 36, which operate using PCR technology, are complementary to Yourgene's NGS-focused portfolio of current commercial products and the future products that Yourgene has in development within the reproductive health and oncology markets. The Acquisition is expected to accelerate Yourgene's stated ambition to offer a broad platform of products within the molecular diagnostics sector.
Elucigene sells its products directly and also through 26 distributors across 57 countries in total, with a particularly strong presence in Europe and it has partnerships with blue-chip companies, including Life Technologies Corporation, part of the Thermo Fisher group.
Elucigene has launched 36 commercial products and it has a pipeline of new diagnostic solutions in development. Elucigene's current commercial offering includes leading products for:
• Cystic Fibrosis screenings, which is routinely performed on newborn babies as part of the newborn blood spot test (more commonly known as the "heel prick test");
• invasive rapid aneuploidy testing for pregnant women identified as high risk by NIPT or combined test screening;
• male infertility testing; and
• genetic disease testing.
Elucigene reports to a financial year end of 31 December. In 2018, Elucigene reported revenues of £3.6 million and a gross margin of 85 per cent. This consolidated its prior year growth, with £3.6 million revenue in 2017 (85 per cent. gross margin), up from £3.0 million in 2016 (87 per cent. gross margin). Elucigene's 2018 Adjusted EBITDA was £1.0 million with an operating profit before tax of £0.6 million in the year. Elucigene has generated gross and operating profits before exceptionals of £0.4 million, £0.7 million and £0.6 million in 2016, 2017 and 2018 respectively. Upon completion of the Acquisition, Elucigene net cash will be £0.4 million (comprising of gross cash of approximately £0.7 million and associated debt facilities of approximately £0.4 million).
Elucigene income statement
£m
FY2016
FY2017
FY2018
Turnover
3.0
3.6
3.6
Cost of sales
(0.4)
(0.5)
(0.5)
Gross profit
2.6
3.1
3.1
Gross margin
87%
85%
85%
Administrative expenses before exceptionals
(1.7)
(1.9)
(2.1)
EBITDA before exceptionals
0.9
1.2
1.0
Depreciation
(0.3)
(0.3)
(0.3)
Amortisation
(0.2)
(0.2)
(0.1)
Operating profit before exceptionals
0.4
0.7
0.6
Other operating income
0.0
0.0
0.2
One-off/non-transitioning items
(0.1)
0.4
(0.1)
Interest expense
(0.1)
(0.0)
(0.0)
Statutory profit before tax
0.2
1.1
0.6
Elucigene balance sheet
£000s
FY2016
FY2017
FY2018
Intangible assets
0.4
0.2
0.0
Tangible assets
0.7
0.5
0.3
Total fixed assets
1.0
0.7
0.3
Stocks
0.3
0.3
0.4
Debtors
0.6
0.7
0.7
Cash
0.3
1.0
1.3
Total current assets
1.1
1.9
2.4
Total Assets
2.1
2.6
2.7
Shareholders' funds
1.1
1.6
1.6
Short-term liabilities
1.0
0.4
0.4
Bank loans
0.0
0.3
0.4
Long-term liabilities
0.0
0.1
0.1
Provisions
0.0
0.2
0.2
Total liabilities
1.0
1.0
1.1
Total Equity and Liabilities
2.1
2.6
2.7
Note: Audited financial statements for the three years ended 31 December 2016, 2017 and 2018. Financial statements for the year ended 31 December 2018 have been audited, but have not yet been filed
3. Yourgene's strategy and the rationale for the Acquisition
Yourgene has made significant commercial progress in the past 12 months, in its existing markets as well as expanding its footprint into new territories. This was demonstrated in its recent trading update, announced on 8 April 2019, when it reported unaudited revenues ahead of market expectations, increasing by 45 per cent. to over £8.9 million (2018: £6.1 million) and an increase in test volumes by 67 per cent. to over 82,000.
The Company's main products operate within the fast growing NIPT market, which is forecast to grow from $0.4 billion in 2015 to $2.3 billion by 2022, representing an approximate CAGR of 30 per cent. (source: BIS Research: Global Prenatal Testing Market, Analysis & Forecast, 2016- 2022, p.77). Amongst its product portfolio, the Company has leading NIPT solutions, which have demonstrated over 99 per cent. accuracy in detecting Down's, Edwards and Patau's syndromes in fetuses from 10 weeks old and a superior Positive Predictive Value versus competitor assays. Driven by this test, the Company has now performed over 180,000 NIPT tests since launch and continues to expand in all of its active regions across the UK, Europe, the Middle East, Asia and Africa.
The Company has four strategic priorities for growth, across organic and inorganic channels, being:
a) Product penetration - to sell more of its existing commercialised products through existing channels, by targeting further expansion of direct and key distribution channels;
b) Geographic expansion - to sell into new territories, expanding directly and through distributors into new geographies, including those opened up through the Illumina License Agreement (as announced by the Company on 19 September 2018);
c) Product expansion - bring new product lines and content to market by leveraging its technical and regulatory expertise and partnerships, including contract development partnerships, to extend its genetic testing offering; and
d) Inorganic expansion through M&A -opportunity in a fragmented market to add selective synergistic acquisitions to the Group, accelerating growth within its three other strategic priority areas.
The Directors consider that the opportunities for the Enlarged Group following the Acquisition are substantial and that the Acquisition will accelerate the delivery of the Company's strategic priority areas, including as follows:
a) Product penetration and expansion - Elucigene's current product portfolio is complementary to Yourgene's existing NIPT offering, broadening the Group's offering as a leading provider of molecular diagnostic solutions for reproductive health and providing new customer relationships to target sales of the Enlarged Group's broader product portfolio;
b) Geographic expansion - Yourgene's commercial footprint, through direct or indirect sales, will increase from 30 to 57 territories, whilst increasing the number of sales staff;
c) Product expansion - the Enlarged Group will have an increased depth of products across reproductive health and will leverage its combined skillset to develop and launch additional molecular diagnostic products for commercialisation;
d) Potential cost synergies - the Directors have identified potential cost synergies, targeted as part of the plans to integrate Yourgene and Elucigene. These include combining Elucigene's and Yourgene's Manchester-based head office facilities.; and
e) Potential revenue synergies - there are cross-selling opportunities for a broader set of products and content into already established customer and distributor sales channels.
Following completion of the Acquisition, in addition to the continued commercialisation of its commercial products, the Enlarged Group will continue to focus on bringing new products and content to market, within the reproductive health and oncology market segments. Elucigene brings its own products in development across these segments, adding to the Company's own in-house development, which the Directors expect will yield a number of new products within the next 24 to 36 months.
The Acquisition is expected to be immediately accretive financially to earnings of the Enlarged Group, given Elucigene's revenue and profit profile. On a pro-forma basis, based on Yourgene's unaudited revenue to 31 March 2019 and Elucigene's audited revenue to 31 December 2018, combined revenues for the Enlarged Group would have been £12.5 million. The Acquisition therefore should accelerate Yourgene's overall pathway to profitability and free cash flow generation, before factoring in any potential cost and revenue synergies.
4. Principal terms of the Acquisition Agreement
Yourgene and the shareholders of Elucigene have entered into the Acquisition Agreement, which sets out the terms of the Acquisition for a total consideration of £9.2 million (representing an enterprise value of £8.8 million including the transfer of £0.4 million of net cash into the Enlarged Group upon completion of the Acquisition). The total consideration will be satisfied by the payment of the Cash Consideration and the issue by the Company of the Consideration Shares. The Acquisition represents an enterprise value to 2018 Adjusted EBITDA multiple and pre-synergies of 8.8x.
The Consideration Shares will, when issued, rank pari passu in all respects, and carry the same rights as the existing Ordinary Shares. Application will be made to London Stock Exchange for the admission of the Consideration Shares to trading on AIM and such admission is expected to become effective on or around 2 May 2019.
The Consideration Shares to be issued to such members of Elucigene's executive management team will be subject to lock-up restrictions for a period of 12 months.
Completion of the Acquisition is subject to and conditional upon, amongst other things, admission of the Fundraise Shares to trading on AIM becoming effective. Subject to the Acquisition Agreement becoming unconditional, the Acquisition is expected to complete promptly following completion of the Fundraise. A further announcement is expected to be released by the Company upon completion of the Acquisition.
5. Current trading and outlook
The Company announced a trading update for the full year to 31 March 2019 on 8 April 2019, with the key highlights noted below:
· Unaudited revenues were ahead of market expectations, increasing by 45 per cent. to over £8.9 million (2018: £6.1 million), with growth in all active regions
· Test volumes increased by 67 per cent. to over 82,000 (2018: 50,000)
· International revenues increased by 51 per cent. to £5.9m (2018: £3.9m), reflecting continued penetration of Middle Eastern and Asian markets plus growth in NIPT and oncology research services delivered from Yourgene's Taipei facility
· UK revenues increased by 20 per cent. to £1.2 million (2018: £1.0 million) from existing customers and Yourgene's own service laboratory in Manchester
· Other European revenues grew by 47 per cent. to £1.8 million (2018: £1.2 million), from a broader network of customers than in the prior year
· In the financial year to 31 March 2019, Yourgene generated sales from over 30 countries within Europe, the Middle East, Asia and Africa
· Cash at year end of £1.25 million (31 March 2018: £0.28 million) reflecting continued careful management of working capital
· The development of a version of the IONA® NIPT test for use on Illumina NGS technology remains on course for launch in early 2020
The Company has continued to trade in line with management's expectations since 8 April 2019.
It is expected that results for the year ended 31 March 2019 will be released in July 2019.
6. Related Party transactions and Director dealings
Company Directors Bill Chang and Lyn Rees have agreed to participate in the Subscription for amounts of £475,000 and £25,000 respectively, representing a combined total of 4,878,048 Ordinary Shares.
Barry Hextall and Hayden Jeffreys intend to purchase shares through their SIPPs in the secondary market following completion of the Fundraise. Any investment will be accompanied by the appropriate regulatory announcements in respect of Director share dealings.
In connection with the Fundraise, each of the Directors has agreed to 12 month lock-up restrictions in respect of all Ordinary Shares held by him/her as at the date of this Announcement (and including, in the case of Bill Chang and Lyn Rees, their respective Subscription Shares).
In addition, the Company, simultaneously to the Transaction, is planning to issue 10,590,000 share options to certain of the Directors of Yourgene and certain members of the senior management team of Elucigene (the "New Options"). The number of New Options to be issued to Directors and PDMRs are shown in the table below:
Name
Number of New Options to be issued
Lyn Rees
4,000,000
Barry Hextall
400,000
Bill Chang
400,000
Hayden Jeffreys
2,400,000
The exercise price of the New Options is 10.25 pence and the New Options vest over three years, in equal annual tranches, subject to performance criteria based on EPS growth. In total, the New Options will represent approximately 1.8 per cent. of the Enlarged Share Capital following admission of the Fundraise Shares and the Consideration Shares to trading on AIM becoming effective.
IMPORTANT NOTICES
This announcement, including its Appendix and the information contained in it (together, the "Announcement") is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful.
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (Regulation 596/2014/EU). Upon the publication of this Announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
The Fundraise Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Fundraise in the United States or to conduct any offering of securities in the United States.
No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Directive (as defined below) or the AIM Rules for Companies) to be published.
No action has been taken by the Company, Cairn or Stifel, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Fundraise Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Fundraise Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.
No public offering of the Fundraise Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Fundraise Shares will be made pursuant to an exemption under the EU Directive 2003/71/EC and amendments thereto (the "Prospectus Directive") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
This communication is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of the Prospectus Directive ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.
Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively for the Company and no one else in connection with the Placing and they will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel or Cairn (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of their respective affiliates or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Stifel, Cairn or any of their respective affiliates or by any of their respective Representatives in connection with the Company, the Fundraise Shares or the Fundraise and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Stifel, Cairn and each of their respective affiliates and each of their respective Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Stifel, Cairn or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company and/or Stifel that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Stifel to inform themselves about, and to observe, such restrictions.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Stifel or Cairn.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the beliefs of the Company's directors and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement may contain certain financial information which is subject to rounding or approximation. The information in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company, Stifel, Cairn or any of their respective affiliates or any of their respective Representatives assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this Announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any market other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix I
Definitions
The following words and expressions shall have the following meanings in this Announcement, unless the context otherwise requires:
"Acquisition"
means the proposed acquisition by the Company of the entire issued share capital of Elucigene, pursuant to the Acquisition Agreement
"Acquisition Agreement"
means the agreement dated entered into between the Company and the shareholders of Elucigene, pursuant to which the Company has conditionally agreed to acquire the entire issued share capital of Elucigene
"Adjusted EBITDA"
means earnings before interest, taxation, depreciation and amortisation as adjusted for one-off, non-transferring items and other operating income
"AIM"
means AIM, the market operated by the London Stock Exchange
"AIM Rules for Companies"
means the AIM Rules for Companies, published by London Stock Exchange from time to time (including, without limitation, any guidance notes or statements of practice) which govern the rules and responsibilities of companies whose shares are admitted to trading on AIM
"AIM Rules for Nominated Advisers"
means the AIM Rules for Nominated Adviser, published by London Stock Exchange from time to time (including, without limitation, any guidance notes or statements of practice) which govern the rules and responsibilities of nominated advisers to companies whose shares are admitted to trading on AIM
"Announcement"
means this announcement, together with its appendices and all information contain within them
"Cairn" or "Nomad"
means Cairn Financial Advisers LLP, a limited liability partnership registered in England and Wales with registration number OC351689, and nominated adviser to the Company
"Cash Consideration"
means the cash consideration of £6.3 million payable by the Company in cash pursuant to the terms of the Acquisition Agreement
"CE-IVD"
means in vitro diagnostic CE marked products
"CE mark" or "CE marked"
means a certification mark that indicates conformity with health, safety, and environmental protection standards for products sold within the European Economic Area
"certificated form" or "in certificated form"
means recorded on the relevant register of the share or security concerned as being held in certificated form (that is not in CREST)
"Company" or "Yourgene" or "Yourgene Health"
means Yourgene Health plc, a company registered in England and Wales with registration number 03971582
"Conditions"
means the conditions set out in clause 2 of the Placing Agreement
"Consideration Shares"
means the new Ordinary Shares to be issued by the Company to the shareholders of Elucigene pursuant to the Acquisition Agreement
"CREST"
means the computer based system and procedures which enable title to securities to be evidenced and transferred without a written instrument, administered by Euroclear UK & Ireland Limited
"CREST Regulations"
means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"Directors"
means the directors of the Company as at the date of this Announcement
"Elucigene"
means Delta Diagnostics (UK) Limited, a company registered in England and Wales with registration number 8696299, trading as Elucigene Diagnostics
"Existing Share Capital"
means the 458,999,688 Ordinary Shares in issue as at the date of this Announcement
"Enlarged Group"
means the Group (including Elucigene and its subsidiary undertakings) following completion of the Acquistion
"Enlarged Share Capital"
means the Existing Share Capital as enlarged by the issue of the Fundraise Shares and the Consideration Shares
"EPS"
means earnings per share
"FCA"
means the Financial Conduct Authority
"FSMA"
means the Financial Services and Markets Act 2000 (as amended)
"Fundraise"
means the Placing and the Subscription
"Fundraise Shares"
means the Placing Shares and the Subscription Shares together
"Group"
means the Company and its subsidiary undertakings
"Illumina License Agreement"
means the license and supply agreement dated 14 September 2018 between the Company and Illumina, Inc.
"IVD"
means in vitro diagnostic, being the in vitro examination of specimens derived from the human body to provide information for screening, diagnosis or treatment monitoring purposes
"London Stock Exchange" or "LSE"
means London Stock Exchange plc
"M&A"
means mergers and acquisitions
"MAR"
means Regulation (EU) No. 596/2014 on market abuse and applicable implementing legislation
"New Options"
means the options to subscribe for new Ordinary Shares
"NGS"
means next generation sequencing
"NIPT"
means non-invasive prenatal testing
"Ordinary Shares"
means the ordinary shares of 0.1 pence each in the share capital of the Company
"PCR"
means polymerase chain reaction
"Placees"
means those persons who are invited by Stifel on behalf of the Company to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given
"Placing"
means the placing of the Placing Shares with the Placees pursuant to the provisions of the Placing Agreement
"Placing Agreement"
means the agreement entered into by the Company, Stifel and Cairn in connection with the Placing
"Placing Shares"
means the Ordinary Shares to be issued pursuant to the provisions of the Placing Agreement and the Term Sheet
"Positive Predictive Value"
means the percentage value indicating the likelihood of a disease or syndrome in a patient when the test result for that disease or syndrome is positive
"Regulatory Information Service"
means a regulated information service that is on the list of regulatory information services maintained by the FCA from time to time (or, if such a service is not operational at the relevant time, the Company Announcements Office of London Stock Exchange)
"Related Parties"
means Bill Chang and Lyn Rees
"SIPP"
means a self-invested personal pension
"Stifel" or "Sole Bookrunner"
means Stifel Nicolaus Europe Limited, a company incorporated in England and Wales with registration number 03719559, as sole Bookrunner to the Company for the purposes of the Placing
"Subscribers"
means certain Directors of the Company
"Subscription"
means the subscription for Subscription Shares by Subscribers
"Subscription Letters"
means the individual subscription letters to be entered into between the Company and certain Directors of the Company, pursuant to which those Directors have agreed to subscribe for Subscription Shares to be allotted and issued at the same time as the Placing Shares
"Subscription Shares"
means the Ordinary Shares to be issued to the Subscribers pursuant to the terms of the Subscription Letters
"Term Sheet"
means a term sheet to be executed by the Company and Stifel in connection with the Placing, setting out the number of Placing Shares
"Thermo Fisher"
means Thermo Fisher Scientific Inc.
"Transaction"
means the Fundraise and the Acquisition together
"uncertificated" or "uncertificated form"
means recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
Appendix II
Terms and Conditions of the Placing
THIS APPENDIX, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"), (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA"), AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF ACQUIRING THE PLACING SHARES.
The Placees will be deemed to have read and understood this Announcement, including its Appendices, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. if it is in a member state of the EEA and/or if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA in circumstances which may give rise to an offer of securities to the public, other than an offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of Stifel has been given to each such proposed offer or resale;
3. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;
5. it acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;
6. (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S; and
7. the Company and Stifel will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix (or the Announcement of which it forms part) should seek appropriate advice before taking any action.
Neither Stifel nor Cairn makes any representation to any Placees regarding an investment in the Placing Shares.
Details of the Placing Agreement and of the Placing Shares
The Company has today entered into the Placing Agreement with Stifel, who is acting as bookrunner in connection with the Placing, and Cairn, the Company's Nominated Adviser, under which, subject to the conditions set out therein, Stifel has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at a price to be determined following completion of the bookbuild (as described in this Announcement and defined below).
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
Application for admission to trading
Applications will be made to London Stock Exchange for admission of the Placing Shares to trading on AIM in accordance with the AIM Rules for Companies ("Admission").
It is expected that Admission will become effective at 8.00 a.m. on or around 25 April 2019 and that dealings in the Placing Shares will commence at that time, and in any event no later than 9 May 2019.
Bookbuild
Stifel will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Stifel and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Stifel is arranging the Placing as bookrunner and agent of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Stifel. Stifel's agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.
3. The Bookbuild will establish a single price per Placing Share payable to Stifel by all Placees whose bids are successful (the "Placing Price"). The final number of Placing Shares and the Placing Price will be agreed between Stifel and the Company following completion of the Bookbuild. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Pricing Announcement").
4. To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Stifel. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at either the Placing Price which is ultimately established by the Company and Stifel or at prices up to a price limit specified in its bid. Bids may be scaled down by Stifel on the basis referred to in paragraph 9 below. Stifel is arranging the Placing as agent of the Company.
5. The Bookbuild is expected to close by 18 April 2019, but may be closed earlier or later at the absolute discretion of Stifel. Stifel may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Stifel) to reduce or seek to increase the amount to be raised pursuant to the Placing.
6. Each prospective Placee's allocation will be determined by Stifel in their sole discretion and will be confirmed orally by Stifel as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's bye-laws and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.
7. Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by Stifel. The terms of this Appendix will be deemed incorporated by reference therein.
8. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Stifel, to pay as principal to Stifel (or as it may direct) in cleared funds immediately on the settlement date an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
9. Subject to paragraphs 4 and 5 above, Stifel may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. Stifel may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
10. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the consent of Stifel, will not be capable of variation or revocation after the time at which it is submitted.
11. Except as required by law or regulation, no press release or other announcement will be made by Stifel or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
12. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
13. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".
14. By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
15. To the fullest extent permissible by law, neither Stifel nor any of its affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Stifel nor any of its respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Stifel's conduct of the Bookbuild or of such alternative method of effecting the Placing as Stifel and the Company may agree.
Conditions of the Placing
The obligations of Stifel under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia: certain publication of announcement obligations; the warranties being true and accurate; fulfilment by the Company of its material obligations; Admission taking place; and allotment of the Placing Shares. Stifel has a discretion to waive compliance with the conditions (where capable of waiver) and/or agree an extension in time for their satisfaction.
If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by Stifel) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as Stifel may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).
Lock-up
The Company has undertaken that it will not, and will procure that none of its subsidiaries will (save as required by law or the rules or standards of the LSE or the AIM Rules for Companies), at any time between the date of the Placing Agreement and the date which is 180 calendar days from the date of the Placing Agreement without the prior written consent of Stifel (such consent not to be unreasonably delayed or withheld), (i) issue, allot, offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or other shares in the capital of the Company or any securities convertible into or exchangeable for ordinary shares or other shares in the capital of the Company; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or other shares in the capital of the Company, whether any such transaction described in (i) or (ii) above is to be settled by delivery of ordinary shares or other shares in the capital of the Company or such other securities, in cash or otherwise, provided that the foregoing shall not prevent or restrict (i) the grant of options under, or the allotment and issue of shares pursuant to options under, any existing employee share schemes of the Company (in accordance with its normal practice), or (ii) the issue of the Consideration Shares in accordance with the Acquisition Agreement.
Right to terminate under the Placing Agreement
At any time before Admission, Stifel is entitled to terminate the Placing Agreement in the following circumstances, amongst others: (i) if any of the Company's warranties or representations are not or cease to be true and accurate or have become misleading; or (ii) if any of the conditions have not been satisfied or waived by Stifel by the date specified therein; or (iii) if the Company's applications to the LSE, respectively, in respect of Admission are withdrawn by the Company and/or refused by the LSE; or (iv) there shall have occurred any Material Adverse Change (as defined therein); or (v) if there has occurred any material adverse change in any major financial market in the United States, the United Kingdom or any member of the European Union or in other international financial markets which are relevant to the Placing; or (vi) if trading in the ordinary shares of the Company is suspended or limited by the LSE; or (vii) if a banking moratorium has been declared; or (viii) if there is a change or development in Tax materially affecting any Group Company, Ordinary Shares or the transfer thereof or exchange controls having been imposed by the United States or the United Kingdom.
Upon such notice being given, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by Stifel of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Stifel, and that it need not make any reference to Placees and that Stifel shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus or admission document
No offering document or prospectus or admission document has been or will be published or submitted to be approved by the FCA or the LSE in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company, Stifel, Cairn or any other person and none of Stifel, Cairn nor the Company nor any of their respective affiliates will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN: GB00BN31ZD89) following Admission will take place within the CREST system, subject to certain exceptions. The Company and Stifel reserve the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary, including in certificated form, if in Stifel's reasonable opinion delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic confirmation in accordance with the standing arrangements in place with Stifel (as applicable) stating the number of Placing Shares to be allocated to it at the Placing Price, the aggregate amount owed by such Placee to Stifel and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Stifel.
The Company will deliver the Placing Shares to a CREST account operated by Stifel as agent for and on behalf of the Company and will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
It is expected that settlement will be on 25 April 2019 on a trade date + 3 basis in accordance with the instructions set out in the contract note.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Stifel.
Each Placee is deemed to agree that, if it does not comply with these obligations, Stifel may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of Stifel, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Stifel all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Stifel lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation (as applicable) is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Stifel nor the Company shall be responsible for the payment thereof. Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placing.
In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in the Placing, the Company and Stifel may agree that the Placing Shares should be issued in certificated form. Stifel reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if deliver or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.
Representations and warranties
By submitting a bid and/or participating in the Placing, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Stifel (in its capacity as the bookrunner and agent of the Company, in each case as a fundamental term of its application for Placing Shares) and Cairn (in its capacity as the Company's nominated adviser) that:
1. it has read and understood this Announcement (including its Appendices) in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein;
2. no offering document or prospectus or admission document has been prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3. it has neither received nor relied on any 'inside information' as defined in MAR concerning the Company, including, but not limited to, any price sensitive information concerning the Company, in accepting this invitation to participate in the Placing;
4. it has the power and authority to carry on the activities in which it is engaged, to acquire Placing Shares and to execute and deliver all documents necessary for such acquisition;
5. neither Stifel, Cairn nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and none of them will provide it, with any material regarding the Placing Shares or the Company other than information included in this Announcement (including this Appendix), nor has it requested any of Stifel, Cairn, the Company, or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
6. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Company's ordinary shares are listed on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the LSE and relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
7. (i) neither the Company, Stifel, Cairn, nor any of their respective affiliates has made any representations to it, express or implied, with respect to the Company, the Placing and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold Stifel, Cairn nor any of their respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement (including this Appendix) excludes the liability of any person for fraudulent misrepresentation made by that person;
8. the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that none of Stifel, Cairn nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix) or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement (including this Appendix) and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by any of Stifel, Cairn or the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on its or their behalf and none of Stifel, Cairn nor the Company nor any of their respective affiliates, agents, directors, officers or employees will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
9. in making any decision to acquire the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of Stifel or Cairn;
10. (i) it and each account it represents is not and at the time the Placing Shares are acquired will not, be a resident of any jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares, and it and each account it represents is (a) outside the United States and will be outside the United States at the time that any buy order for Placing Shares is originated by it and (b) acquiring the Placing Shares in an "offshore transaction" within the meaning of Regulation S under the Securities Act ("Regulation S") and (c) not acquiring any of the Placing Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S; (ii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placing Shares into the United States, Australia, Canada, Japan or the Republic of South Africa; and (iii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions;
11. it understands, and each account it represents has been advised that, (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; (ii) the Placing Shares are being offered and sold only in "offshore transactions" within the meaning of and pursuant to Regulation S under the Securities Act; and (iii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;
12. it will not distribute, forward, transfer or otherwise transmit this document or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States;
13. if it is a pension fund or investment company, its acquisition of Placing Shares is in full compliance with applicable laws and regulations;
14. neither it, nor the person specified by it for registration as holder of Placing Shares is, or is acting as nominee or agent for, and the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act of 1986 (depositary receipts and clearance services);
15. it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
16. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than to Qualified Investors, or in circumstances in which the prior consent of Stifel has been given to the proposed offer or resale;
17. it and any person acting on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
18. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of that Directive;
19. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
20. it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
21. if in a member state of the EEA, it is a "qualified investor" within the meaning of the Prospectus Directive;
22. if in the UK, that it is a person (i) who has professional experience in matters relating to investments falling within Article 19(5) of the Order, (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom this Announcement may otherwise be lawfully communicated;
23. that no action has been or will be taken by any of the Company, Stifel or Cairn or any person acting on behalf of the Company, Stifel or Cairn that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
24. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Company and/or Stifel for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph 24 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
25. (i) it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory, (iii) it has not taken any action which will or may result in the Company, Stifel, any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing, (iv) that the acquisition of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise, and (v) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations;
26. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other persons or sold as Stifel may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty for stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
27. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that Stifel may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
28. neither Stifel, Cairn, nor any of their respective affiliates, agents, directors, officers or employees, nor any person acting on behalf of any of it, is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and participation in the Placing is on the basis that it is not and will not be a client of Stifel or Cairn and neither Stifel nor Cairn has any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
29. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the case may be. Neither Stifel nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify on an after-tax basis and hold harmless the Company, Stifel and each of their respective affiliates, agents, directors, officers and employees in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Stifel who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
30. it indemnifies and holds harmless the Company, Stifel, Cairn and their respective affiliates, agents, directors, officers and employees from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
31. in connection with the Placing, Stifel and any of its affiliates acting as an investor for its own account may acquire Placing Shares in the Company and in that capacity may acquire, retain, purchase or sell for its own account such ordinary shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Stifel does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;
32. its commitment to acquire Placing Shares on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Stifel's conduct of the Placing;
33. neither the Company, Stifel nor Cairn owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
34. its commitment to acquire Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Stifel's conduct of the Placing;
35. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Stifel in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and
36. the foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company, Stifel and Cairn (for their own benefit and, where relevant, the benefit of their respective affiliates and any person acting on their behalf) and are irrevocable. The Company, Stifel, Cairn and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company, Stifel and Cairn. It irrevocably authorises Stifel, Cairn and the Company to produce this Announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set out herein.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Stifel will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Stifel and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.
Neither the Company nor Stifel is liable to bear any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placing Shares or the agreement by a Placee to acquire any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Stifel and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Stifel accordingly.
Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that Stifel and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Stifel any money held in an account with Stifel on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Stifel's money in accordance with the client money rules and will be used by Stifel in the course of its own business; and the Placee will rank only as a general creditor of Stifel.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of Stifel and the Company under the Announcement and the Terms and Conditions contained in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
If a Placee is a discretionary fund manager, he may be asked to disclose, in writing or orally to Stifel the jurisdiction in which the funds are managed or owned.
All times and dates in this Announcement (including this Appendix) may be subject to amendment. Stifel shall notify the Placees and any person acting on behalf of the Placees of any changes.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1
Details of the person discharging managerial responsibilities/person closely associated
a.
Name
a) Lyn Rees
b) Barry Hextall
c) Bill Chang
d) Hayden Jeffreys
2
Reason for notification
a.
Position/Status
a) Director
b) Director
c) Director
d) Director
b.
Initial notification/
Amendment
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.
Name
Yourgene Health plc
b.
LEI
213800UUIT8BZE7QEH33
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.
Description of the financial instrument, type of instrument
Identification CodeOptions over ordinary shares of 0.1 pence each
ISIN: GB00BN31ZD89
b.
Nature of the transaction
Issue of options
c.
Price(s) and volume(s)
Price(s) per share
Volume(s)
a) 10.25p
b) 10.25p
c) 10.25p
d) 10.25p
a) 4,000,000
b) 400,000
c) 400,000
d) 2,400,000
d.
Aggregated information
- Aggregated Volume
- Price
a) 7,200,000
b) 10.25p
e.
Date of the transaction
25 April 2019
f.
Place of the transaction
London Stock Exchange
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDMSCSFLFIWFUSELL
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