REG - Yourgene Health PLC - Results of Placing and Subscription

Yourgene HealthAnnouncement

18/04/2019 07:05

RNS Number : 5602W
Yourgene Health PLC
18 April 2019
 


THIS ANNOUNCEMENT 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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS DOCUMENT.
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
 
 
Yourgene Health plc
("Yourgene" or the "Company")
 
Results of Placing and Subscription
 
Manchester, UK - 18 April 2019: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces that it has raised gross proceeds of approximately £11.83 million in aggregate before fees and expenses through a placing of 110,540,841 new ordinary shares of 0.1 pence each in the capital of the Company (the "Placing Shares") and the subscription by certain Yourgene Directors for 4,878,048 ordinary shares (in aggregate) (the "Subscription Shares" and, together with the Placing Shares, the "Fundraise Shares") at the issue price of 10.25 pence per share (the "Fundraising"). 
 
The Placing was significantly oversubscribed with strong demand received from existing and new shareholders.
 
The proceeds from the Fundraising will be used to fund the £6.3 million cash consideration payable by the Company on completion of its acquisition of Delta Diagnostics (UK) Limited ("Elucigene"), a leading molecular diagnostics manufacturer and developer, which was announced yesterday (the "Acquisition"), as well as to provide additional working capital for the Enlarged Group.
 
Elucigene is a Manchester-based molecular diagnostics manufacturer and developer with a suite of in-vitro diagnostic CE 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 solutions, broadening its offering as a leading provider of molecular diagnostic solutions for reproductive health.
 
 
Lyn Rees, CEO of Yourgene, commented: "We are delighted with the level of support we have received from both new and existing shareholders for the Fundraising which facilitates the Acquisition. Bringing Elucigene into the Yourgene group creates tremendous commercial and scientific opportunities for both our businesses as we build a leading global footprint within the reproductive health and broader molecular diagnostic sectors."
 
Related Party transactions and Director dealings
 
Bill Chang and Lyn Rees (the "Related Parties") have agreed to participate in the Subscription for amounts of £475,000 and £25,000 respectively, representing a combined total of 4,878,048 Subscription Shares.  The table below sets out the interests of the Directors as at 17 April 2019 (being the last practicable date prior to the publication of this Announcement) and the position immediately following the admission of the Fundraise Shares to trading on AIM becoming effective.
 




 


Current holding of Ordinary Shares


%


Number of new Ordinary Shares subscribed for in the Subscription


Holding of Ordinary Shares following admission of the Fundraise Shares


%




Adam Reynolds


5,449,656


1.2%


Nil


5,449,656


0.9%




Stephen Little


6,278,283


1.4%


Nil


6,278,283


1.1%




Nicholas Mustoe


8,561,869


1.9%


Nil


8,561,869


1.5%




Lyn Rees


500,000


0.1%


243,902


743,902


0.1%




Bill Chang


74,855,996


16.3%


4,634,146


79,490,142


13.8%




Keng Hsu


4,002,729


0.9%


Nil


4,002,729


0.7%




Hayden Jeffreys


-


-


Nil


-


-




Barry Hextall


432,498


0.1%


Nil


432,498


0.1%




 
The participation of the Related Parties is considered a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The Directors (excluding, for the avoidance of doubt, the Related Parties), having consulted with Cairn, the Company's Nominated Adviser, consider that the participation by each of the Related Parties in the Subscription is fair and reasonable in so far as the Company's shareholders are concerned.
 
Issue of Equity and Total Voting Rights
 
The Fundraising is conditional on the admission to trading of the Fundraise 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 25 April 2019, at which time it is also expected that the Fundraise Shares will be enabled for settlement in CREST.    
 
The Fundraise Shares represent approximately 25.1 per cent. of the existing issued ordinary share capital of the Company. 
 
Following Admission of the Fundraise Shares, the Company will have 574,418,577 ordinary shares in issue. No ordinary shares are held in treasury. The total number of voting rights in the Company will therefore be 574,418,577. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
 
Following completion of the Fundraising, the Company has agreed to a lock-up of 180 days other than for the admission of the Consideration Shares post Admission.  Application will be made to London Stock Exchange for the admission of the Consideration Shares to trading on AIM upon completion of the Acquisition. 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.
 
Stifel Nicolaus Europe Limited acted as sole bookrunner in relation to the Placing.
 
Capitalised terms used but not defined in this announcement have the same meanings as defined in the Company's announcement, which was released yesterday, detailing the proposed acquisition by the Company of Delta Diagnostics (UK) Limited and the Fundraising.
 
 




For more information, please contact:
 


 




Yourgene Health plc
Lyn Rees, Chief Executive Officer
Barry Hextall, Chief Financial Officer
Joanne Cross, Head of Marketing
investors@yourgene-health.com
 


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
yourgene@vigocomms.com


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.
 
 
 
IMPORTANT NOTICES
 
This announcement 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.
 
 
 
 
 
 




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