TIDMNCYT
RNS Number : 6499E
Novacyt S.A.
03 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO
BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
3 July 2023
RECOMMED CASH OFFER
by
Novacyt UK Holdings Limited
(a wholly-owned subsidiary of Novacyt S.A.)
for
Yourgene Health plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of directors of Novacyt and Yourgene are pleased
to announce that they have reached agreement on the terms and
conditions of a recommended cash offer to be made by Novacyt UK, a
wholly-owned subsidiary of Novacyt, for the entire issued and to be
issued share capital of Yourgene (the "Acquisition").
-- Under the terms of the Acquisition, each Yourgene Shareholder
will be entitled to receive:
0.522 pence in cash per Yourgene Share
-- The Acquisition values the entire issued and to be issued
share capital of Yourgene at approximately GBP16.7 million.
-- The Acquisition Price represents a premium of approximately:
- 167.7 per cent. to the Closing Price of 0.195 pence per
Yourgene Share on 30 June 2023 (being the last Business Day prior
to the date of this Announcement);
- 111.3 per cent. to the Volume Weighted Average Price per
Yourgene Share during the three-month period ended 30 June 2023
(being the last Business Day prior to the date of this
Announcement;
- 57.2 per cent. to the Volume Weighted Average Price per
Yourgene Share during the six-month period ended 30 June 2023
(being the last Business Day prior to the date of this
Announcement); and
- 74.0 per cent. to the December 2022 placing price of 0.30 pence per Yourgene Share.
-- If, on or after the date of this Announcement and on or prior
to the Effective Date, any dividend and/or other distribution
and/or other return of capital in respect of the Yourgene Shares is
declared, made, paid or becomes payable by Yourgene, Novacyt UK
reserves the right to reduce the consideration payable for each
Yourgene Share under the terms of the Acquisition by an amount up
to the amount per Yourgene Share of such dividend and/or
distribution and/or other return of capital, in which case any
reference in this Announcement to the consideration payable under
the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced. In such circumstances, Yourgene
Shareholders would be entitled to retain any such dividend and/or
distribution and/or other return of capital.
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (or if Novacyt UK elects, with the consent of the
Takeover Panel, by way of a Takeover Offer).
Background to, and reasons for, the Acquisition
-- The boards of Novacyt and Novacyt UK believe that the
Acquisition strongly aligns with Novacyt's post-COVID-19 strategy,
set out by Novacyt in early 2022, which was focussed on the twin
objectives of portfolio development and geographic expansion and
included pursuing strategic M&A transactions to build scale and
diversification to support the long-term growth of the business.
For this reason, the boards of Novacyt and Novacyt UK therefore
believe there is a compelling strategic and financial rationale for
the Acquisition.
-- The Enlarged Group is expected to create a more scaled,
diversified operator in the diagnostics sector. The Acquisition
combines highly complementary technologies and services, with the
Enlarged Group able to leverage mutual research and development
capabilities for ongoing product development and portfolio
enhancement to improve the customer offering.
-- The diagnostics industry, in which both Novacyt and Yourgene
operate, is highly competitive, with multiple scale competitors.
Continuing to invest in research and development to develop
Yourgene's service and product offering over the long term requires
highly targeted continued investment, which the combination of the
two groups will facilitate, through utilisation of combined capital
resources and commercial infrastructure.
-- Novacyt considers that customers will benefit significantly
from the combination, driven by the complementary suite of
diagnostic products and services of the two groups. This will
enable the delivery of more integrated solutions through the
efficient pooling of resources.
-- Novacyt believes that Yourgene's core NIPT offering and PCR
portfolio has significant growth potential that can be further
accelerated by the significant resources and investment that
Novacyt can provide, given its strong financial position.
-- The Acquisition is expected to enable Novacyt to deliver
significant value to customers across the combined set of
businesses through streamlined technology and sharing of best
operational practices to create a more robust and sustainable
operating model to serve partners and customers.
-- The Novacyt Directors believe that there is significant
potential for the Enlarged Group to strengthen customer
relationships and cross-sell its expanded range of products and
services within the combined installed base, whilst maintaining
specialist capabilities in discrete competencies. In particular,
Novacyt sees potential to leverage Yourgene's proprietary Ranger
(R) Technology to differentiate the Enlarged Group's molecular
diagnostics portfolio while continuing to explore further use cases
within the Yourgene and Novacyt product portfolios.
-- Novacyt believes that Yourgene will reach its full potential
under Novacyt's ownership, accelerating revenue growth and building
long-term value for the Enlarged Group, driven by the increased
investment in Yourgene that could be provided as part of the
Enlarged Group.
-- The Novacyt Directors expect cost synergies to be generated
through the rationalisation of duplicative functions and systems,
elimination of excess facilities and combination of leadership
roles within the Enlarged Group.
-- The boards of directors of Novacyt and Novacyt UK believe
that the Enlarged Group will be a more attractive prospect as a
consolidated entity to attract investment from a wider range of
institutional investors.
-- The boards of directors of Novacyt and Novacyt UK believe
that the Acquisition Price represents a full and fair value for
Yourgene Shareholders. The Acquisition Price allows Yourgene
Shareholders to immediately crystallise the value of their
holdings, in cash, at a significant premium to the current share
price of Yourgene, while not taking any of the substantial risk
that remains to Yourgene as a standalone entity.
Recommendation
-- The Yourgene Directors, who have been so advised by Stifel
Nicolaus Europe Limited ("Stifel") as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice to the Yourgene Directors,
Stifel has taken into account the commercial assessments of the
Yourgene Directors. Stifel is providing independent financial
advice to the Yourgene Directors for the purposes of Rule 3 of the
Code.
-- Accordingly, the Yourgene Directors intend to recommend
unanimously that the Yourgene Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Special
Resolution relating to the Acquisition to be proposed at the
General Meeting (or, if Novacyt UK exercises its right to implement
the Acquisition by way of a Takeover Offer, to accept such offer),
as the Yourgene Directors who hold Yourgene Shares (in a personal
capacity or through a nominee) have irrevocably undertaken to do,
or as they have otherwise irrevocably undertaken to direct (and use
all reasonable endeavours to procure that) their nominees do, in
respect of their own (and their connected persons') beneficial
holdings of Yourgene Shares (or those Yourgene Shares over which
they have control) other than any Yourgene Shares held by them
pursuant to the SIP, amounting, in aggregate to 428,977,159
Yourgene Shares (representing, in aggregate, approximately 13.5 per
cent. of the Yourgene Shares in issue on 30 June 2023 (being the
last Business Day prior to the date of this Announcement)).
Irrevocable undertakings
-- In addition to the irrevocable undertakings from the Yourgene
Directors, Novacyt UK has also received an irrevocable undertaking
to vote or procure votes in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General
Meeting (or, if Novacyt UK exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) from
BGF Investments LP in respect of 399,264,611 Yourgene Shares
(representing approximately 12.6 per cent. of the Yourgene Shares
in issue on 30 June 2023 (being the last Business Day prior to the
date of this Announcement)).
-- In total therefore, as at the date of this Announcement,
Novacyt UK has received irrevocable undertakings to vote or procure
votes in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting (or, if Novacyt UK
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) with respect to a total of
828,241,770 Yourgene Shares (representing, in aggregate,
approximately 26.1 per cent. of the Yourgene Shares in issue on 30
June 2023 (being the last Business Day prior to the date of this
Announcement).
-- Full details of the irrevocable undertakings received by
Novacyt UK are set out in Appendix 3 to this Announcement.
Information on the Novacyt Group
-- Novacyt is an international diagnostics business delivering a
broad portfolio of in vitro and molecular diagnostic tests for a
wide range of infectious diseases, enabling faster, more accurate,
accessible testing to improve healthcare outcomes. Novacyt provides
customers with modular decentralised and near to patient
instruments workflows using its integrated and scalable
instrumentation/solutions. Novacyt specialises in the design,
manufacture and supply of real-time PCR kits, reagents and a full
range of laboratory and qPCR instrumentation for molecular biology
research and clinical use. Novacyt offers a varied and
comprehensive range of qPCR assays, covering human, veterinary,
biodefence, environmental, agriculture and food testing. Novacyt
Shares are admitted to trading on AIM and on the Euronext Growth
Paris.
-- Novacyt UK is a wholly-owned subsidiary of Novacyt.
Information on Yourgene
-- Yourgene is an international integrated technologies and
services business, enabling the delivery of genomic medicine.
Yourgene works in partnership with global leaders in DNA technology
to advance diagnostic science.
-- Yourgene primarily develops, manufactures, and commercialises
simple and accurate molecular diagnostic and screening solutions,
for reproductive health and precision medicine. Yourgene's
portfolio of in vitro diagnostic products includes non-invasive
prenatal tests (NIPT) for Down's Syndrome and other genetic
disorders, Cystic Fibrosis screening tests, invasive rapid
aneuploidy tests and DPYD genotyping assays.
-- Building on expertise in genomic technology, Yourgene's
Ranger(R) Technology offers next generation size selection with a
range of sample preparation platforms for dynamic target
enrichment. Ranger(R) Technology can be utilised to improve
workflows and performance in multiple applications including NIPT,
oncology, infectious disease testing and gene synthesis.
-- Yourgene Genomic Services offers a clinical service from the
UK and Taiwan focusing on precision medicine and reproductive
health, including NIPT.
-- Yourgene is headquartered in Manchester, UK with offices in
Taipei (divestment pending), Singapore, the U.S. and Canada, and
the Yourgene Shares are admitted to trading on AIM.
-- As previously disclosed by Yourgene on 18 February 2019, in
connection with the Yourgene Group's corporate and commercial
restructure of its relationship with Life Technologies Limited (a
subsidiary of Thermo Scientific Inc.) in February 2019, Yourgene
agreed to a GBP6.5 million contingent liability payable by Yourgene
to Life Technologies Limited in the event that, inter alia, any
person (together with its connected persons or any other persons
with whom it is acting in concert) acquires interests in securities
carrying more than 50 per cent. of the voting rights of Yourgene or
any person or group acquires all or substantially all of the
business/assets of Yourgene. Such payment is due and payable by
Yourgene to Life Technologies Limited in cash on the date of such
an event. In connection with the Acquisition and pursuant to this
obligation, Novacyt will fund Yourgene so that it can make this
payment to Life Technologies Limited upon completion of the
Acquisition.
-- Yourgene has an existing term loan facility in place with
Silicon Valley Bank (UK branch) (the "SVB Loan"). Following
completion of the Acquisition, it is expected that the SVB Loan
will be repaid in full.
Timetable, Conditions and Scheme Document
-- It is intended that the Acquisition will be effected by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The purpose of the Scheme is to provide for Novacyt
UK to become the owner of the whole of the issued and to be issued
share capital of Yourgene. The Scheme will be put to Scheme
Shareholders at the Court Meeting and to Yourgene Shareholders at
the General Meeting. In order to become Effective, the Scheme must
be approved by a majority in number of the Scheme Shareholders
voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted. The implementation of the Scheme must also be approved by
Yourgene Shareholders at the General Meeting.
-- The Acquisition is subject to the Conditions and certain
further terms set out in Appendix 1 to this Announcement and to the
full terms and conditions which will be set out in the Scheme
Document.
-- It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and General Meeting, together with the associated Forms of Proxy,
will be posted to Yourgene Shareholders as soon as reasonably
practicable and, in any event, within 28 days of the date of this
Announcement, unless Novacyt UK and Yourgene otherwise agree, and
the Takeover Panel consents, and will be made available by Yourgene
and Novacyt UK at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
and https://novacyt.com/investors/ respectively (subject to certain
restrictions in relation to persons in Restricted
Jurisdictions).
-- The Acquisition is currently expected to complete during Q3
2023, subject to the satisfaction or waiver (as applicable) of the
Conditions. An expected timetable of key events relating to the
Acquisition will be provided in the Scheme Document.
Commenting on the Acquisition, James McCarthy, acting Chief
Executive Officer of Novacyt, said:
"We are delighted to announce this recommended offer for
Yourgene. We regard Yourgene as a highly respected company with a
world class team of employees that offers differentiated solutions
to customers. We consider Novacyt and Yourgene to be highly
complementary and expect the combination of the two businesses to
benefit stakeholders of both Novacyt and Yourgene."
Commenting on the Acquisition, Lyn Rees, Chief Executive Officer
of Yourgene, said:
"The Board of Yourgene welcome the offer from Novacyt UK. The
prospect and scale of what the new enlarged group could bring to
our customers, employees and other stakeholders is exciting given
the complimentary fit of both businesses. Whilst the two companies
work within the same molecular diagnostic space, they both bring
distinctive strengths and are focused in different market segments,
which opens up further opportunities for growth."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Acquisition is subject to the Conditions and
certain further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the
Scheme Document. Appendix 2 to this Announcement contains details
of sources of information and bases of calculation contained in
this Announcement. Appendix 3 to this Announcement contains a
summary of the irrevocable undertakings referred to in this
Announcement. Appendix 4 to this Announcement contains definitions
of certain terms and expressions used in this Announcement.
The person responsible for arranging the release of this
Announcement on behalf of Novacyt UK is James McCarthy.
The person responsible for arranging the release of this
Announcement on behalf of Yourgene is Lyn Rees.
Enquiries:
Novacyt c/o Numis
James Wakefield (Chairman) / James McCarthy (acting Chief
Executive Officer)
Numis (Financial Adviser and Joint Broker to Novacyt and Tel: +44 (0) 20 7260 1000
Financial Adviser to Novacyt UK)
Freddie Barnfield / Stuart Ord / Duncan Monteith / Jack McLaren
S.P. Angel Corporate Finance LLP (Nominated Adviser and Joint Tel: +44 (0) 20 3470 0470
Broker to Novacyt)
Matthew Johnson / Charlie Bouverat (Corporate Finance)
Vadim Alexandre / Rob Rees (Corporate Broking)
Walbrook PR Limited (Media and Investor Relations for Novacyt) Tel: +44 (0) 20 7933 8780 / novacyt@walbrookpr.com
Paul McManus / Stephanie Cuthbert / Phil Marriage
Yourgene c/o Stifel
Lyn Rees (Chief Executive Officer)
Stifel (Rule 3 Adviser and Sole Financial Adviser to Yourgene) Tel: +44 (0) 20 7710 7600
Nicholas Moore / Samira Essebiyea / William Palmer-Brown
(Healthcare Investment Banking)
Matthew Blawat / Ben Good (UK Investment Banking)
Cairn (Nominated Adviser to Yourgene) Tel: +44 (0) 20 7213 0880
Liam Murray / Ludovico Lazzaretti
Walbrook PR Limited (Media and Investor Relations for Yourgene) Tel: +44 (0) 20 7933 8780 / yourgene@walbrookpr.com
Alice Woodings / Lianne Applegarth Mob: +44 (0) 7407 804 654 / +44 (0) 7584 391 303
Stephenson Harwood LLP is providing legal advice to Novacyt and
Novacyt UK.
Addleshaw Goddard LLP is providing legal advice to Yourgene.
Important Notices
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Novacyt and Novacyt UK and no one else in connection
with the matters described in this Announcement. In connection with
such matters, Numis will not regard any other person as its client,
nor will it be responsible to anyone other than Novacyt and Novacyt
UK for providing the protections afforded to clients of Numis or
for providing advice in connection with the contents of this
Announcement or any matter referred to in this Announcement.
Neither Numis nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Numis in connection
with the Acquisition, the matters referred to in this Announcement,
any statement contained herein or otherwise. No representation or
warranty, express or implied, is made by Numis as to the contents
of this Announcement.
S.P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and joint broker to Novacyt and no one
else in connection with the matters described in this Announcement.
and will not be responsible to anyone other than Novacyt for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither SP Angel nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of SP Angel in connection with any matter referred to in this
Announcement or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for Yourgene and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Yourgene for providing the protections
afforded to clients of Stifel nor for providing advice in
connection with the matters referred to herein. Neither Stifel nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Stifel in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Stifel
as to the contents of this Announcement.
Cairn Financial Advisers LLP ("Cairn"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated
adviser exclusively for Yourgene. Cairn's responsibilities as
Yourgene's nominated adviser under the AIM Rules for Companies and
AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and no other person. Cairn has not authorised and is
not making any representation or warranty, express or implied, as
to the contents of this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any approval, decision or other response
to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of Yourgene Shareholders who are
not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Yourgene Shares
with respect to the Scheme at the Court Meeting or with respect to
the Special Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom, or Yourgene
Shareholders who are not resident in the United Kingdom, should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purpose of complying with English law, the
AIM Rules and the Code and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
Unless otherwise determined by Novacyt and Novacyt UK, or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
Further details in relation to Yourgene Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
U.S. Shareholders
Yourgene Shareholders in the United States should note that the
Acquisition relates to the securities of a company organised under
the laws of England and Wales and is proposed to be effected by
means of a scheme of arrangement under the Companies Act. This
Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with English law, the AIM Rules, the Code and UK
disclosure requirements, format and style applicable to a scheme of
arrangement, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the U.S. Exchange Act. Accordingly, the Scheme is subject to
the disclosure requirements of, and practices applicable in, the
United Kingdom to schemes of arrangement, which differ from the
disclosure requirements and practices of U.S tender offer and proxy
solicitation rules.
None of the securities referred to in this Announcement, nor the
information contained in this Announcement, has been approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have such authorities passed upon the
fairness or merits of the proposal contained in this Announcement
or determined the adequacy or accuracy of the information contained
herein. Any representation to the contrary is a criminal offence in
the United States.
Yourgene's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been prepared in accordance with International
Financial Reporting Standards and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with U.S. generally accepted accounting principles. U.S. generally
accepted principals differ in certain respects from International
Financial Reporting Standards. None of the financial information in
this Announcement has been audited in accordance with the auditing
standards generally accepted in the U.S. or the auditing standards
of the Public Company Accounting Oversight Board of the U.S.
It may be difficult for U.S. holders of Yourgene Shares to
enforce their rights and any claims they may have arising under
U.S. federal securities laws or the laws of any state or other
jurisdiction in the U.S. in connection with the Acquisition,
because Yourgene is organised under the laws of a non-U.S. country,
and some or all of its officers and directors may be residents of a
non-U.S. country. U.S. holders of Yourgene Shares may not be able
to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of U.S. federal securities laws or
the laws of any state or other jurisdictions in the U.S. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or
judgment.
If Novacyt UK were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend the Takeover
Offer into the United States, the Acquisition would be made in
compliance with applicable U.S. laws and regulations, including to
the extent applicable, Section 14(d) and 14(e) of the U.S. Exchange
Act and Regulations 14D and 14E thereunder, as well as in
accordance with the Code. Such a Takeover Offer would be made in
the United States by Novacyt UK (and/or a nominee of Novacyt UK)
and no one else.
The receipt of cash pursuant to the Acquisition by a Yourgene
Shareholder in the United States as consideration for the transfer
of its Yourgene Shares pursuant to the Scheme will likely be a
taxable transaction for U.S. federal income tax purposes and under
any applicable U.S. state and local income tax laws. Each Yourgene
Shareholder in the United States is urged to consult its
independent professional tax or legal adviser immediately in
connection with making a decision regarding the Acquisition and
regarding the U.S. federal, state and local income and non-income
tax consequences of the Acquisition applicable to it, as well as
any consequences arising under the laws of any other taxing
jurisdiction.
In accordance with normal UK practice, Novacyt UK, certain
affiliated companies and their respective nominees or brokers
(acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, Yourgene Shares outside of the U.S.
other than pursuant to the Acquisition until the date on which the
Scheme (or Takeover Offer, if applicable) becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and the United States and will be
reported to a Regulatory Information Service and shall be available
on the London Stock Exchange website at
https://www.londonstockexchange.com .
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Yourgene, Novacyt and Novacyt UK. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words or terms of
similar meaning or the negative thereof. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies of Novacyt and/or Novacyt UK and/or Yourgene and the
expansion and growth of the Novacyt Group's and/or the Yourgene
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of the Yourgene Group or the Novacyt Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
Novacyt, Novacyt UK or Yourgene, nor any of their respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur. You are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Novacyt, Novacyt UK or
Yourgene or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement. Novacyt,
Novacyt UK and Yourgene assume no obligation to update publicly or
revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
No profit forecasts or estimates
Nothing in this Announcement is intended or shall be deemed as a
forecast, projection or estimate of the future financial
performance of Novacyt, Novacyt UK or Yourgene for any period and
no statement in this Announcement should be interpreted to mean
that cash flow from operations, earnings, earnings per Yourgene
Share or Novacyt Share, or income for the current or future
financial years would necessarily match or exceed the historical
published cash flow from operations, earnings, earnings per
Yourgene Share or Novacyt Share or income of Yourgene or Novacyt,
as appropriate.
Right to switch to a Takeover Offer
Novacyt UK reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Novacyt
UK so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendments
referred to in Part B of Appendix 1 to this Announcement.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rules 26.1 and 26.2 of the Code will be made
available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, on
Yourgene's website at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
and on Novacyt's website at https://novacyt.com/investors/ by no
later than 12.00 noon (London time) on the Business Day following
the date of this Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, Yourgene Shareholders
may request a hard copy of this Announcement (and any information
incorporated by reference into this Announcement), free of charge,
by contacting the Yourgene's registrar, Link Group, by: (i)
submitting a request in writing to Link Group, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom; or (ii) calling
+44 (0) 371 664 0300. Calls are charged at the standard geographic
rate and will vary by provider. Calls from outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9.00 a.m. and 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Information relating to Yourgene Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Yourgene Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Yourgene may be provided to Novacyt UK during
the Offer Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day (as defined in the
Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day (as defined in the Code) following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at
https://www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the Offer Period
commenced and when any offeror was first identified. You should
contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Private purchases
In accordance with normal UK practice, Novacyt UK or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Yourgene
Shares, other than pursuant to the Acquisition, until the date on
which the Scheme (or Acquisition, if applicable) becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at https://www.londonstockexchange.com .
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Yourgene confirms
that, as at the date of this Announcement, it has 3,176,959,792
Yourgene Shares in issue under the International Securities
Identification Number GB00BN31ZD89. No Yourgene Shares are held in
treasury.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO
BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
3 July 2023
RECOMMED CASH OFFER
by
Novacyt UK Holdings Limited
(a wholly-owned subsidiary of Novacyt S.A.)
for
Yourgene Health plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of directors of Novacyt and Yourgene are pleased to
announce that they have reached agreement on the terms and
conditions of a recommended cash offer to be made by Novacyt UK, a
wholly-owned subsidiary of Novacyt, for the entire issued and to be
issued share capital of Yourgene.
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although Novacyt UK reserves the right to effect the
Acquisition by way of a Takeover Offer, with the consent of the
Takeover Panel).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and certain further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set
out in the Scheme Document, each Yourgene Shareholder will be
entitled to receive:
0.522 pence in cash per Yourgene Share
-- The Acquisition values the entire issued and to be issued
share capital of Yourgene at approximately GBP16.7 million.
-- The Acquisition Price represents a premium of approximately:
- 167.7 per cent. to the Closing Price of 0.195 pence per
Yourgene Share on 30 June 2023 (being the last Business Day prior
to the date of this Announcement);
- 111.3 per cent. to the Volume Weighted Average Price per
Yourgene Share during the three-month period ended 30 June 2023
(being the last Business Day prior to the date of this
Announcement);
- 57.2 per cent. to the Volume Weighted Average Price per
Yourgene Share during the six-month period ended 30 June 2023
(being the last Business Day prior to the date of this
Announcement); and
- 74.0 per cent. to the December 2022 placing price of 0.30 pence per Yourgene Share.
The Yourgene Shares will be acquired by Novacyt UK fully paid
and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party
rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and/or other distributions (if any)
declared, made or paid and/or any other return of capital (whether
by way of reduction of share capital or share premium account or
otherwise) made on or after the Effective Date in respect of the
Yourgene Shares.
If, on or after the date of this Announcement and on or prior to
the Effective Date, any dividend and/or other distribution and/or
other return of capital in respect of the Yourgene Shares is
declared, made, paid or becomes payable by Yourgene, Novacyt UK
reserves the right to reduce the consideration payable for each
Yourgene Share under the terms of the Acquisition by an amount up
to the amount per Yourgene Share of such dividend and/or
distribution and/or other return of capital, in which case any
reference in this Announcement to the consideration payable under
the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced. In such circumstances, Yourgene
Shareholders would be entitled to retain any such dividend and/or
distribution and/or other return of capital.
3. Background to, and reasons for, the Acquisition
In early 2022, Novacyt set out a new strategy to transition to a
post-COVID-19 market and position Novacyt for long-term sustainable
growth. This strategy focussed on the twin objectives of portfolio
development and geographic expansion underpinned by Novacyt's
credentials as an agile, world-leading provider of integrated RUO
and clinical diagnostics. It included pursuing strategic M&A
transactions to build scale and diversification to support the
long-term growth of the business.
The boards of Novacyt and Novacyt UK believe that the
acquisition of Yourgene strongly aligns with this strategy and
believes there is a compelling strategic and financial rationale
for the Acquisition.
The Enlarged Group is expected to create a more scaled,
diversified operator in the diagnostics sector. The Acquisition
combines highly complementary technologies and services, with the
Enlarged Group able to leverage mutual research and development
capabilities for ongoing product development and portfolio
enhancement to improve the customer offering.
The diagnostics industry, in which both Novacyt and Yourgene
operate, is highly competitive, with multiple scale competitors.
Continuing to invest in research and development to develop
Yourgene's service and product offering over the long term requires
highly targeted continued investment, which the combination of the
two groups will facilitate, through utilisation of combined capital
resources and commercial infrastructure.
Novacyt considers that customers will benefit significantly from
the combination, driven by the complementary suite of diagnostic
products and services of the two groups. This will enable the
delivery of more integrated solutions through the efficient pooling
of resources.
The Novacyt Directors believe that there is significant
potential for the Enlarged Group to strengthen customer
relationships and cross-sell its expanded range of products and
services within the combined installed base, whilst maintaining
specialist capabilities in discrete competencies. In particular,
Novacyt sees potential to leverage Yourgene's proprietary Ranger
(R) Technology to differentiate the Enlarged Group's molecular
diagnostics portfolio while continuing to explore further use cases
within the Yourgene and Novacyt product portfolios.
Novacyt believes that Yourgene's core NIPT offering and PCR
portfolio has significant growth potential that can be further
accelerated by the significant resources and investment that
Novacyt can provide, given its strong financial position.
The Acquisition is expected to enable Novacyt to deliver
significant value to customers across the combined set of
businesses through streamlined technology and sharing of best
operational practices to create a more robust and sustainable
operating model to serve partners and customers.
Novacyt believes that Yourgene will reach its full potential
under Novacyt's ownership, accelerating revenue growth and building
long term value for the Enlarged Group, driven by the increased
investment in Yourgene that could be provided as part of the
Enlarged Group.
The boards of directors of Novacyt and Novacyt UK believe that
the Enlarged Group will be a more attractive prospect as a
consolidated entity to attract investment from a wider range of
institutional investors.
The Novacyt Directors expect cost synergies to be generated
through the rationalisation of duplicative functions and systems,
elimination of excess facilities and combination of leadership
roles within the Enlarged Group.
The boards of directors of Novacyt and Novacyt UK believe that
the Acquisition Price represents a full and fair value for Yourgene
Shareholders. The Acquisition Price allows Yourgene Shareholders to
immediately crystallise the value of their holdings, in cash, at a
significant premium to the current share price of Yourgene, while
not taking any of the substantial risk that remains to Yourgene as
a standalone entity.
4. Recommendation by Yourgene Directors
The Yourgene Directors, who have been so advised by Stifel as to
the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to
the Yourgene Directors, Stifel has taken into account the
commercial assessments of the Yourgene Directors. Stifel is
providing independent financial advice to the Yourgene Directors
for the purposes of Rule 3 of the Code.
Accordingly, the Yourgene Directors intend to recommend
unanimously that Yourgene Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Special
Resolution relating to the Acquisition to be proposed at the
General Meeting, as the Yourgene Directors who hold Yourgene Shares
(in a personal capacity or through a nominee) have irrevocably
undertaken to do, or as they have otherwise irrevocably undertaken
to direct (and use all reasonable endeavours to procure that) their
nominees do, in respect of their own (and their connected persons')
beneficial holdings of Yourgene Shares (or those Yourgene Shares
over which they have control), other than any Yourgene Shares held
by them pursuant to the SIP, amounting, in aggregate to 428,977,159
Yourgene Shares (representing, in aggregate, approximately 13.5 per
cent. of the Yourgene Shares in issue on 30 June 2023 (being the
last Business Day prior to the date of this Announcement)).
5. Background to and reasons for the Yourgene Directors' recommendation
Yourgene is an international genomic medicine company providing
integrated technologies and services, working in partnership with
global leaders in DNA technology to advance diagnostic science.
Yourgene is focussed on accelerating growth within the core
offerings of Genomic Services, NIPT, Ranger(R) Technology and PCR,
reflecting a transition away from COVID related services and
product sales following a dramatic reduction in COVID-19 related
revenue since UK testing guidelines changed in March 2022. As at
the last practicable date prior to the date of this Announcement,
being 26 June 2023, Yourgene's unaudited cash balance was GBP1.88
million, with an unaudited bank debt of GBP2.5 million. Owing to
uncertainty around the timing and implementation of contract wins
and realisation of revenue opportunities, cash levels continue to
be carefully managed and additional capital, as well as wider
strategic options, could be required in the short term.
At the start of the financial year ending 31 March 2023,
Yourgene commenced a cost restructuring exercise in order to
realign the Group's cost base to its core strategic focus. In
January 2023, Yourgene completed a capital raising to cover the
one-off costs of further restructuring of the cost base. Since the
fundraise, the Yourgene Directors' immediate focus has been on the
internal reshaping of Yourgene's business. Furthermore, on 13 June
2023, Yourgene announced the conditional disposal of Yourgene's
Taiwan Laboratory, expected to complete before September 2023,
following an operational and strategic review of its Taiwanese
operations, in order to prolong the available cash runway and
rebuild shareholder value over time.
The Yourgene Directors are confident that as initiatives are
taken to improve gross margins, cost savings and the rate of
pipeline conversion and contract implementation, Yourgene can
continue to grow and generate sustained and attractive returns but
recognises that there are risks to, as well as uncertainty around,
the timing and impact from the conversion of these initiatives.
Notwithstanding this confidence in Yourgene's standalone
prospects, the Yourgene Directors recognise the benefits of scale
when operating in a global competitive market. The opportunity to
achieve commercial synergies with Novacyt's global commercial
infrastructure and complementary suite of diagnostic products and
services would expand Yourgene's ability to serve a broader
customer base and accelerate the global growth profile of its
product portfolio.
The Yourgene Directors also recognise that the Acquisition
represents a significant premium over Yourgene's share price and
provides an immediate opportunity for Scheme Shareholders to
realise, in cash, the value of their holdings, particularly in the
context of Yourgene's relative lack of liquidity as a small cap AIM
company. The Acquisition represents a premium of approximately
111.3 per cent. to the Volume Weighted Average Price per Yourgene
Share during the three-month period ended on 30 June 2023 (being
the last Business Day before the Announcement Date).
Therefore, after careful consideration, the Yourgene Directors
believe the terms of the Acquisition are in the best interests of
Yourgene Shareholders as a whole and Yourgene. As such, the
Yourgene Directors intend to recommend unanimously that Scheme
Shareholders vote, or procure the vote, in favour of the Scheme at
the Court Meeting and that Yourgene Shareholders vote, or procure
the vote, in favour of the Special Resolution to be proposed at the
General Meeting. The Yourgene Directors also believe the
Acquisition is in the best interest of the employees and management
of Yourgene as it will ensure Yourgene is able to leverage the
resources available from being part of a multinational organisation
to drive cross selling of products and services to a combined
installed base. This increased growth, and the additional resources
Yourgene will have access to as a result of being part of the
Novacyt Group, should allow Yourgene to accelerate the rate of
innovation, which will in turn provide more diverse career
development opportunities for Yourgene's teams.
Pursuant to the terms of an agreement between Yourgene, BGF
Investments LP ("BGF") and Cairn dated 21 December 2022, BGF (a
shareholder of Yourgene) has the right, subject to certain
conditions, to appoint a non-executive director to the Yourgene
Board. On 23 January 2023, Andrew Leeser was appointed to the
Yourgene Board under the terms of this agreement. Notwithstanding
that Andrew Leeser is BGF's nominee, he is independent from, and
not a representative of, BGF.
6. Conditions to the Acquisition
The Acquisition will be subject to the Conditions and further
terms set out in Appendix 1 to this Announcement and which will be
set out in the Scheme Document, including, inter alia:
(a) the approval of the Scheme by a majority in number of Scheme
Shareholders present and voting, either in person or by proxy, at
the Court Meeting and representing not less than 75 per cent. in
value of the Scheme Shares voted;
(b) the passing of the Special Resolution necessary to implement
the Scheme by the requisite majority at the General Meeting;
(c) the sanction of the Scheme by the Court; and
(d) the Scheme becoming Effective by no later than the Long Stop Date.
The Scheme Document, along with the notices of the Court Meeting
and the General Meeting and the associated Forms of Proxy will be
despatched to Yourgene Shareholders and, for information only, to
participants in the Yourgene Share Plans, the CGI Options and the
Warrants as soon as reasonably practicable and in any event within
28 days of the date of this Announcement, unless Novacyt UK and
Yourgene otherwise agree, and the Takeover Panel consents, to a
later date.
7. Irrevocable undertakings
Novacyt UK has received irrevocable undertakings to vote or
procure votes in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting (or, if
Novacyt UK exercises its right to implement the Acquisition by way
of a Takeover Offer, to accept such offer) from all of the Yourgene
Directors who hold Yourgene Shares (in a personal capacity or
through a nominee) in respect of their (and their connected
persons') beneficial holdings of Yourgene Shares (or those Yourgene
Shares over which they have control), other than any Yourgene
Shares held by them pursuant to the SIP, amounting, in aggregate,
to 428,977,159 Yourgene Shares (representing, in aggregate,
approximately 13.5 per cent. of the Yourgene Shares in issue on 30
June 2023 (being the last Business Day prior to the date of this
Announcement)).
In addition to the irrevocable undertakings from the Yourgene
Directors, Novacyt UK has also received an irrevocable undertaking
to vote or procure votes in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General
Meeting (or, if Novacyt UK exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) from
BGF in respect of 399,264,611 Yourgene Shares (representing
approximately 12.6 per cent. of the Yourgene Shares in issue on 30
June 2023 (being the last Business Day prior to the date of this
Announcement)).
In total therefore, as at the date of this Announcement, Novacyt
UK has received irrevocable undertakings to vote or procure votes
in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the General Meeting (or, if Novacyt UK
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) with respect to a total of
828,241,770 Yourgene Shares (representing, in aggregate,
approximately 26.1 per cent. of the Yourgene Shares in issue on 30
June 2023 (being the last Business Day prior to the date of this
Announcement)).
Further details of these irrevocable undertakings (including
details of the circumstances in which they cease to be binding) are
set out in Appendix 3 to this Announcement.
8. Information on the Novacyt Group
Novacyt is an international diagnostics business delivering a
broad portfolio of in vitro and molecular diagnostic tests for a
wide range of infectious diseases, enabling faster, more accurate,
accessible testing to improve healthcare outcomes. Novacyt provides
customers with modular decentralised and near to patient
instruments workflows using its integrated and scalable
instrumentation/solutions. Novacyt specialises in the design,
manufacture and supply of real-time PCR kits, reagents and a full
range of laboratory and qPCR instrumentation for molecular biology
research and clinical use. Novacyt offers a varied and
comprehensive range of qPCR assays, covering human, veterinary,
biodefence, environmental, agriculture and food testing. Novacyt
Shares are admitted to trading on AIM and on the Euronext Growth
Paris.
Novacyt UK is a wholly-owned subsidiary of Novacyt.
9. Information on Yourgene
Yourgene is an international integrated technologies and
services business, enabling the delivery of genomic medicine.
Yourgene works in partnership with global leaders in DNA technology
to advance diagnostic science.
Yourgene primarily develops, manufactures, and commercialises
simple and accurate molecular diagnostic and screening solutions,
for reproductive health and precision medicine. Yourgene's
portfolio of in vitro diagnostic products includes non-invasive
prenatal tests (NIPT) for Down's Syndrome and other genetic
disorders, Cystic Fibrosis screening tests, invasive rapid
aneuploidy tests and DPYD genotyping assays.
Building on expertise in genomic technology, Yourgene's
Ranger(R) Technology offers next generation size selection with a
range of sample preparation platforms for dynamic target
enrichment. Ranger(R) Technology can be utilised to improve
workflows and performance in multiple applications including NIPT,
oncology, infectious disease testing and gene synthesis.
Yourgene Genomic Services offers a clinical service from the UK
and Taiwan focusing on precision medicine and reproductive health,
including NIPT.
Yourgene is headquartered in Manchester, UK with offices in
Taipei (divestment pending), Singapore, the U.S. and Canada, and
the Yourgene Shares are admitted to trading on AIM.
10. Intentions for the Yourgene Group
Novacyt's strategic plans for Yourgene
As set out in paragraph 3 (Background to, and reasons for, the
Acquisition) above, Novacyt believes that the combination of
Novacyt and Yourgene will create a more scaled, diversified
operator in the diagnostics sector. This will provide greater
benefits to all the stakeholders of the Enlarged Group.
Prior to this Announcement, consistent with market practice,
Novacyt has been granted access to Yourgene's senior management for
the purposes of confirmatory due diligence. However, because of the
constraints of a public offer process, Novacyt has not yet had
access to sufficiently detailed information to formulate specific
plans regarding the full impact of the Acquisition on Yourgene.
Therefore, following completion of the Acquisition, Novacyt intends
to work with Yourgene's management to undertake a detailed
evaluation of Yourgene (the "Review"). The Review will include:
-- an assessment of the short- and long-term objectives,
strategy, and potential of Yourgene's business;
-- engaging with the key stakeholders of the Yourgene business;
-- an analysis of Yourgene's key products and research and development initiatives;
-- assessing and identifying the R&D priorities of the Enlarged Group;
-- review of the opportunities and impact that the Acquisition
will have on the operations of Novacyt;
-- investigating the potential opportunities for Yourgene to
benefit from the enhanced access to capital that the Acquisition
will provide; and
-- considering how best to position Yourgene's business to
compete more strongly, which would include evaluating the best
corporate organisational setup for the Enlarged Group going
forward.
Novacyt expects that the Review will be completed within
approximately six months from the Effective Date.
On 26 April 2022, Yourgene announced an operational restructure
to consolidate its UK activities through a programme of co-location
and sharing supporting services between Genomic Services and
Genomic Technologies (the "Operational Restructuring"). The
Operational Restructuring commenced in the final quarter of the
financial year ending 31 March 2023 and is ongoing. Yourgene has
taken significant steps to reduce headcount and non-salary costs
since the end of the COVID-19 pandemic. Yourgene has removed
variable staffing in line with lower business volumes, delayered
management, merged service and product divisions, as well as
combining similar functions into central service teams. The
intention of Novacyt is to continue the existing Operational
Restructuring of Yourgene following the Effective Date.
Research and development
Yourgene spent GBP1.9 million (unaudited) (net of tax credits)
on research and development in FY23 and as at 30 June 2023 employed
32 people focussed on research and development. Yourgene conducts
research and development activities to develop its offering across
NIPT, reproductive health, Ranger (R) , DPYD and other
technologies. As noted above, the Review will include an assessment
of the R&D priorities of the Enlarged Group and may result in
material changes in the headcount and priorities of the R&D
function and R&D programs of both Novacyt and Yourgene.
Employees and management
Novacyt attaches great importance to the skills and experience
of Yourgene's management and employees and recognises that the
employees and management of Yourgene will be key to the success of
the Enlarged Group. Novacyt is looking forward to working with
Yourgene's management and employees to support the future
development of Yourgene within the Enlarged Group and to ensure
that the business continues to thrive.
Novacyt intends to create a unified executive management team
blending the best skills within both Novacyt and Yourgene. The
exact composition of this management team will be finalised
following completion of the Review, following which Novacyt will
have had the opportunity to identify the best talent in both
organisations.
As detailed above, Novacyt will conduct the Review following the
Effective Date. This Review will focus on maximising value to the
stakeholders of the Enlarged Group. Novacyt's work to date has
confirmed there will be some duplication of functions between the
two businesses. Duplication has been identified within the finance,
research and development, sales and marketing, regulatory, human
resources and administrative functions of Yourgene and Novacyt.
Novacyt anticipates that following completion of the Review there
will be material headcount reductions, likely focussed on
duplicative functions between Yourgene and Novacyt. The Review may
result in material headcount reductions for Novacyt employees in
duplicative functions. Novacyt will approach the integration
process with the intention of motivating and retaining the best
talent within the Enlarged Group.
Following the Effective Date, it is intended that Lyn Rees, the
current Chief Executive Officer of Yourgene, and Dr John Brown, the
current non-executive chairman of Yourgene, will remain on the
board of Yourgene and will join the board of Novacyt. Following the
Effective Date, the board of Novacyt will therefore comprise of two
executive directors, being James McCarthy and Lyn Rees, and five
non-executive directors, being James Wakefield, Juliet Thompson,
Andrew Heath, Jean-Pierre Crinelli and Dr John Brown. Each other
non-executive director on the Yourgene Board will resign from the
Yourgene Board with effect from the Effective Date. Dr Bill Chang
and Dr Joanne Mason will remain employed by Yourgene but will also
resign from the Yourgene Board with effect from the Effective
Date.
The board of directors of Novacyt also confirms that, following
completion of the Acquisition, the existing contractual and
statutory employment rights, including pension rights, of all
management and employees of Yourgene and its subsidiaries will be
fully safeguarded, and envisages that there will be no material
change in their terms and conditions of employment or in the
balance of their skills and functions.
In addition, the Review and any headcount reduction would be
subject to applicable informing and consulting requirements and
conducted in accordance with applicable law.
Novacyt has not entered into and has not discussed any form of
incentivisation arrangements with members of Yourgene's management.
Novacyt does not intend to discuss any form of incentivisation
agreement with members of Yourgene's management team before
Completion of the Acquisition.
Pension schemes
Yourgene does not operate or contribute to any defined benefit
pension schemes in respect of its employees.
Yourgene operates a defined contribution pension scheme, Novacyt
does not intend to make any changes to the defined contribution
pension scheme upon completion of the Acquisition.
Headquarters, locations and fixed assets
The current headquarters of Novacyt are located in
Vélizy-Villacoublay, France which will remain the headquarters of
the Enlarged Group. The headquarters of Yourgene are located in
Manchester, UK. As part of the Review, the optimal location of the
Yourgene employees working at the Manchester headquarters of
Yourgene will be assessed. In addition, the locations of other
operating units of Novacyt and Yourgene will be assessed through
the Review. Following the Review, some of these employees may be
relocated from other sites to the Manchester headquarters or from
the Manchester headquarters to other sites.
Trading facilities
Yourgene Shares are currently admitted to trading on AIM and an
application will be made to the London Stock Exchange to cancel,
subject to the Scheme becoming Effective, the admission of Yourgene
Shares to trading on AIM on or shortly after the Effective
Date.
As soon as practicable after the Effective Date, conditional on
the passing of the Special Resolution at the General Meeting, it is
intended that Yourgene will be re-registered as a private limited
company under the relevant provisions of the Companies Act.
No statement in this paragraph 10 constitutes or is intended to
become a "post-offer undertaking" for the purposes of Rule 19.5 of
the Code.
11. Financing
The Acquisition will be financed from the existing cash
resources of the Novacyt Group.
Numis, in its capacity as financial adviser to Novacyt UK, is
satisfied that sufficient cash resources are available to Novacyt
UK to enable it to satisfy in full the cash consideration payable
to Yourgene Shareholders under the terms of the Acquisition.
12. Deferred Shares
Yourgene has in issue 1,039,640,244 0.9p Deferred Shares and
228,163,709 9.9p Deferred Shares. The Deferred Shares are not
listed on any exchange and have limited rights. The Deferred Shares
have no right to participate in any dividends declared, made or
paid by Yourgene, but have the right to participate on a return of
assets in a winding up of Yourgene by a repayment of the capital
paid up on such Deferred Share after the rights of all holders of
Yourgene Shares have been discharged in full and a sum of GBP10,000
has been paid in respect of each Yourgene Share. In that regard,
the 0.9p Deferred Shares rank in priority to the 9.9p Deferred
Shares. Holders of Deferred Shares have no other rights to
participate in the assets of Yourgene.
The Deferred Shares do not confer on their holders any right to
receive notice of, attend or vote at general meetings of Yourgene
(unless a resolution to vary or abrogate the rights attaching to
the relevant class of Deferred Shares is being proposed
thereat).
Accordingly, the Deferred Shares do not constitute "equity share
capital" for the purposes of the Code and the Deferred Shares will
not form part of the Acquisition or the Scheme and no comparable
offer under Rule 14 of the Code will be made for the Deferred
Shares.
Novacyt UK and Yourgene intend for the Deferred Shares to be
cancelled in accordance with the Companies Act and the Yourgene
Articles on or shortly following the Effective Date.
13. Yourgene's commercial arrangements
As previously disclosed by Yourgene on 18 February 2019, in
connection with the Yourgene Group's corporate and commercial
restructure of its relationship with Life Technologies Limited (a
subsidiary of Thermo Scientific Inc.) in February 2019, Yourgene
agreed to a GBP6.5 million contingent liability payable by Yourgene
to Life Technologies Limited in the event that, inter alia, any
person (together with its connected persons or any other persons
with whom it is acting in concert) acquires interests in securities
carrying more than 50 per cent. of the voting rights of Yourgene or
any person or group acquires all or substantially all of the
business/assets of Yourgene. Such payment is due and payable by
Yourgene to Life Technologies Limited in cash on the date of such
an event. In connection with the Acquisition and pursuant to this
obligation, Novacyt will fund Yourgene so that it can make this
payment to Life Technologies Limited upon completion of the
Acquisition.
Yourgene has an existing term loan facility in place with
Silicon Valley Bank (UK branch) (the "SVB Loan"). Following
completion of the Acquisition, it is expected that the SVB Loan
will be repaid in full.
14. Offer-related arrangements
Confidentiality Agreement
Novacyt and Yourgene entered into a confidentiality agreement on
16 May 2023 (the "Confidentiality Agreement") pursuant to which,
amongst other things, Novacyt has undertaken to keep certain
information relating to Yourgene confidential and not to disclose
it to third parties (other than permitted parties), and to use such
confidential information only in connection with the Acquisition.
The confidentiality obligations remain in force until the earlier
of (i) if the Acquisition is implemented by way of a Scheme, such
scheme becoming effective in accordance with its terms; (ii) if the
Acquisition is implemented by way of takeover offer, Novacyt or any
member of the Novacyt Group acquiring 50 per cent. or more of the
issued share capital of Yourgene or (iii) 16 November 2024, being
the date falling 18 months from the date of the Confidentiality
Agreement. The Confidentiality Agreement includes standstill
obligations which restrict Novacyt, members of the Novacyt Group
and persons acting in concert with any of them from acquiring or
offering to acquire interests in certain securities of Yourgene;
those restrictions ceased to apply on the making of this
Announcement. The Confidentiality Agreement also contains
restrictions on Novacyt, members of the Novacyt Group and any of
their respective directors, officers, employees, advisers, agents,
consultants and potential providers of finance from soliciting or
employing certain employees of Yourgene.
15. Structure of the Acquisition and the Scheme Document
Scheme
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between Yourgene and the
Scheme Shareholders under Part 26 of the Companies Act.
The purpose of the Scheme is to provide for Novacyt UK to become
the owner of the whole of the issued and to be issued share capital
of Yourgene. Following the Scheme becoming Effective, the Scheme
Shares will be transferred to Novacyt UK, in consideration for
which Scheme Shareholders whose names appear on the register of
members of Yourgene at the Scheme Record Time will receive 0.522
pence per Scheme Share in cash.
Shares issued after the Scheme Record Time will not be subject
to the Scheme. Accordingly, it is proposed that the Yourgene
Articles be amended so that Yourgene Shares issued after the Scheme
Record Time other than to Novacyt UK will be automatically acquired
by Novacyt UK on the same terms as under the Scheme. This will
avoid any person, other than Novacyt UK or its nominee(s), being
left with Yourgene Shares after the Effective Date.
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other
things:
(a) the approval of a majority in number of the Scheme
Shareholders present and voting, either in person or by proxy, at
the Court Meeting (or any adjournment thereof), representing not
less than 75 per cent. in value of the Scheme Shares held by such
Scheme Shareholders;
(b) the approval of not less than 75 per cent. of the votes
cast, either in person or by proxy, of the Special Resolution to be
proposed at the General Meeting (to be held directly after the
Court Meeting) necessary in order to implement the Scheme,
including to approve amendments to the Yourgene Articles. At the
General Meeting, all Yourgene Shareholders appearing on the
Yourgene register of members at the Voting Record Time will be
entitled to vote on the Special Resolution and to cast one vote for
each Yourgene Share held; and
(c) the other Conditions either being satisfied or (where applicable) waived.
Application to Court to sanction the Scheme
Once the required approvals have been obtained at the Court
Meeting and the General Meeting and the other Conditions have been
satisfied or (where applicable) waived, the Scheme must be
sanctioned by the Court at the Sanction Hearing before it can
become Effective.
The Scheme will only become Effective in accordance with its
terms on delivery of the Court Order to the Registrar of
Companies.
Scheme becomes Effective
Upon the Scheme becoming Effective, it will be binding on all
Yourgene Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or General Meeting, or whether they
voted in favour of or against the Scheme.
The consideration due to each Yourgene Shareholder will be
despatched by Novacyt UK to Yourgene Shareholders no later than 14
days after the Effective Date. Share certificates in respect of
Yourgene Shares will cease to be valid and entitlements to Yourgene
Shares held within the CREST system will be cancelled.
The Scheme will contain a provision for Novacyt UK and Yourgene
to jointly consent, on behalf of all persons concerned, to any
modification of or addition to the Scheme or to any condition that
the Court may approve or impose. Yourgene has been advised that the
Court would be unlikely to approve any modification of, or addition
to, or impose a condition to the Scheme which might be material to
the interests of Yourgene Shareholders unless Yourgene Shareholders
were informed of such modification, addition or condition. It would
be a matter for the Court to decide, in its discretion, whether or
not a further meeting of the Yourgene Shareholders should be held
in these circumstances.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting,
the expected timetable and will specify the action to be taken by
Yourgene Shareholders. The Scheme will be governed by English law.
The Scheme will be subject to the applicable requirements of the
Code, the Takeover Panel, the AIM Rules, the London Stock Exchange
and the FCA.
The Scheme Document, along with the Forms of Proxy, will be
despatched to Yourgene Shareholders and, for information only, to
participants in the Yourgene Share Plans and (to the extent that
they have not been exercised when the Scheme Document is posted to
Yourgene Shareholders) the CGI Optionholders and the Warrant
Holder, as soon as practicable and, in any event, within 28 days of
the date of this Announcement, unless Novacyt UK and Yourgene
otherwise agree, and the Takeover Panel consents, to a later date.
Subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, the Scheme Document will also be made
available on Yourgene's website at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
and Novacyt's website at https://novacyt.com/investors/ .
At this stage, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix 1 to this
Announcement, Novacyt UK and Yourgene expect the Acquisition to
become Effective in Q3 2023.
If the Scheme does not become Effective on or before the Long
Stop Date (or such later date as Novacyt UK and Yourgene may, with
the consent of the Takeover Panel and, if required, the Court,
agree) it will lapse and the Acquisition will not proceed (unless
the Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
Novacyt UK reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
Yourgene as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Novacyt
UK so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendments
referred to in Part B of Appendix 1 to this Announcement.
16. Yourgene Share Plans, CGI Options, Warrants and Pre-emption Rights
Yourgene Share Plans
Participants in the Yourgene Share Plans will be contacted
regarding the effect of the Acquisition on their rights under the
Yourgene Share Plans. Since all outstanding options that have been
granted under the Yourgene Share Plans have an exercise price which
is greater than the cash value per Scheme Share, no proposals will
be made to such participants in respect of their options under Rule
15 of the Code.
Further details of the impact of the Acquisition on the Yourgene
Share Plans will be set out in the Scheme Document (or, as the case
may be, the Offer Document) and in separate letters to be sent to
the participants in the Yourgene Share Plans in due course.
CGI Options
Pursuant to the terms of the CGI Acquisition, 178,753 Yourgene
Shares and 10,249,624 Exchangeco Shares were issued and allotted to
certain former shareholders of CGI as partial consideration on
completion of the CGI Acquisition, followed by a further 4,696,065
Exchangeco Shares in April 2021 and a further 4,880,971 Exchangeco
Shares in August 2021 pursuant to the terms of the earn-out
provisions in the CGI Acquisition Agreement.
Pursuant to the terms of the CGI Option Agreement, the
Exchangeco Shares are capable of being exchanged through an
exchange mechanism for Yourgene Shares at any time following
completion of the CGI Acquisition. Callco is entitled, following
the recent capital raise approved by Yourgene Shareholders at the
general meeting held on 9 January 2023, to force the exercise of
the CGI Options on written notice to the CGI Optionholders.
It is intended that such notice will be served on the CGI
Optionholders following the date of this Announcement, such that
Yourgene Shares are issued and allotted in exchange for the
Exchangeco Shares before the Scheme Record Time. No proposals will
be made to such participants in respect of their options under Rule
15 of the Code.
As at 30 June 2023 (being the last Business Day prior to the
date of this Announcement), 16,506,723 ExchangeCo Shares are
available for exchange into Yourgene Shares which, when exchanged
for Yourgene Shares represents approximately 0.5 per cent. of the
Yourgene Shares in issue on 30 June 2023 (being the last Business
Day prior to the date of this Announcement).
The Scheme will extend to any Yourgene Shares which are
unconditionally allotted or issued before the Scheme Record Time,
including those allotted or issued as a result of the exercise of
the CGI Options.
Any Yourgene Shares to which CGI Optionholders become entitled
following an exercise of the CGI Options after the Scheme Record
Time will be automatically acquired by Novacyt UK for the same
Acquisition Price as payable under the Scheme under the proposed
amendment to the Yourgene Articles to be proposed at the General
Meeting (as described in paragraph 15 (Structure of the Acquisition
and the Scheme Document) above).
Warrants and Pre-emption Rights
The Warrant Holder will be contacted regarding the effect of the
Acquisition on its Warrants and its Pre-emption Rights and an
appropriate proposal will be made to the Warrant Holder in due
course in respect of any outstanding Warrants and pursuant to the
Pre-emption Rights which will arise in connection with the issue of
Yourgene Shares resulting from the exercise of the CGI Options.
Since all outstanding Warrants have an exercise price which is
greater than the cash value per Scheme Share, no formal proposals
will be made to the Warrant Holder in respect of its Warrants under
Rule 15 of the Code.
Pursuant to the terms of the Warrant Instruments, the Warrant
Holder has rights of pre-emption in respect of any issue of
Yourgene securities (excluding an Adjustment Event (as defined in
the Warrant Instrument)), such that it is entitled to participate
on the same terms and for the same price as any other participant.
If the relevant issue is to be made on:
(i) a pre-emptive basis, the Warrant Holder is entitled to
participate as if it had exercised its subscription rights in
relation to the Warrants in full before the date of the relevant
issue; or
(ii) a non-pre-emptive basis, the Warrant Holder is entitled to
participate for such number of securities as would mean that, if
fully taken up, the Warrant Holder would maintain the same
proportion of the fully diluted share capital of Yourgene as it had
immediately prior to such allotment.
Pursuant to the terms of the Lock-in Deed, for so long as the
Warrant Holder (or any of its Permitted Transferees (as defined in
the Lock-in Deed)) is the registered holder of Yourgene Shares, if
any securities are proposed to be allotted by Yourgene (save in
certain specified circumstances), the Warrant Holder has
pre-emption rights proportionate to its shareholding in Yourgene at
the same price and on the same terms of such proposed
allotment.
The Warrant Holder must be notified and be given at least 10
Business Days within which to accept the offer of such Yourgene
securities. If not accepted within that period, such offer would be
deemed declined by the Warrant Holder. Any securities not taken up
by the Warrant Holder (whether deemed declined or the rights in
relation to them formally waived by the Warrant Holder) by that
date may be offered, allotted, and issued to any third
party/parties at no lesser price and on terms no more favourable
within the following three calendar month period.
It is intended that notice of the exercise of the CGI Options
(being the trigger for the exercise of the Pre-emption Rights) will
be served on the Warrant Holder on the date of this Announcement.
In the event that the Warrant Holder elects in writing to waive its
Pre-emption Rights, no further Yourgene Shares will be issued to
the Warrant Holder. In the event that the Warrant Holder confirms
that they want to exercise the Pre-emption Rights, it is intended
that Yourgene will send the Warrant Holder a notice explaining how
the Pre-emption Rights operate and making a suitable recommendation
to the Warrant Holder.
Details of the proposal to the Warrant Holder, both in respect
of its Pre-emption Rights in connection with the exercise of the
CGI Options and the Warrants, will be set out in the Scheme
Document (or, as the case may be, the Offer Document) and in a
separate letter to be sent to the Warrant Holder.
In the case of Yourgene Shares issued to satisfy the exercise of
the Pre-emption Rights and/or the Warrants prior to the Scheme
Record Time, such shares will be Scheme Shares and will be acquired
by Novacyt UK under the Scheme. Following the Scheme Record Time,
any Yourgene Shares to which the Warrant Holder becomes entitled on
any exercise of the Pre-Emption Rights and/or the Warrants will be
automatically acquired by Novacyt UK for the same Acquisition Price
as payable under the Scheme under the proposed amendment to the
Yourgene Articles to be proposed at the General Meeting (as
described in paragraph 15 (Structure of the Acquisition and the
Scheme Document) above).
17. Cancellation of admission to trading on AIM and re-registration
Prior to the Effective Date, Yourgene will make an application
to the London Stock Exchange to cancel the admission to trading on
AIM of the Yourgene Shares to take effect on and from or shortly
after the Effective Date. It is expected that the last day of
dealings in Yourgene Shares on AIM will be the Business Day
immediately prior to the Effective Date and that no transfers will
be registered after 6.00 p.m. on that date. Upon the Scheme
becoming Effective, share certificates in respect of the Yourgene
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Yourgene Shares held within the CREST system will
be cancelled on the Effective Date.
As soon as practicable after the Effective Date and the
cancellation of the admission to trading on AIM of the Yourgene
Shares, conditional on the passing of the Special Resolution to be
proposed at the General Meeting, it is proposed that Yourgene will
be re-registered as a private limited company under the relevant
provisions of the Companies Act.
18. Disclosure of interests in Yourgene
As at the close of business on 30 June 2023, being the last
Business Day prior to the date of this Announcement, save for the
irrevocable undertakings referred to in Appendix 3 to this
Announcement, neither Novacyt UK nor, so far as Novacyt UK is
aware, any person acting, or deemed to be acting, in concert with
Novacyt UK:
(a) had an interest in, or right to subscribe for, relevant securities of Yourgene;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Yourgene;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of the Acquisition in respect of relevant
securities of Yourgene; or
(d) had borrowed or lent any Yourgene Shares.
Furthermore, save for the irrevocable undertakings described in
paragraph 7 (Irrevocable undertakings) above, no arrangement exists
between Novacyt UK or Yourgene or a person acting in concert with
Novacyt UK or Yourgene in relation to Yourgene Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Yourgene Shares which may
be an inducement to deal or refrain from dealing in such
securities.
19. Documents available on website
In accordance with Rule 26.2, copies of the following documents
will, by no later than 12.00 noon (London time) on the Business Day
following the date of this Announcement, be made available on
Yourgene's website at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
and on Novacyt's website https://novacyt.com/investors/ until the
end of the Offer Period:
- this Announcement;
- the irrevocable undertakings referred to in paragraph 7;
- the Confidentiality Agreement referred to in paragraph 14; and
- consent letters from each of Numis, SP Angel, Stifel and Cairn
referred to in paragraph 20 below.
Neither the contents of Yourgene's website and Novacyt's
website, nor the content of any other website accessible from
hyperlinks on either such website, is incorporated into or forms
part of, this Announcement.
20. General
The Acquisition and the Scheme will be subject to the Conditions
and certain further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set
out in the Scheme Document. Appendix 2 to this Announcement
contains details of sources of information and bases of calculation
contained in this Announcement. Appendix 3 to this Announcement
contains certain details relating to the irrevocable undertakings
referred to in this Announcement. Appendix 4 to this Announcement
contains definitions of certain terms used in this
Announcement.
This Announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase or subscribe
for any securities. Yourgene Shareholders are advised to read
carefully the Scheme Document and related Forms of Proxy once those
documents have been published.
In deciding whether or not to vote or procure votes in favour of
the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting, Yourgene Shareholders should rely
on the information contained, and follow the procedures described,
in the Scheme Document.
Numis (as financial adviser to Novacyt and Novacyt UK), SP Angel
(as nominated adviser and joint broker to Novacyt), Stifel (as Rule
3 adviser and sole financial adviser to Yourgene) and Cairn (as
nominated adviser to Yourgene) have each given and not withdrawn
their consent to the inclusion in this Announcement of the
references to their names in the form and context in which they
appear.
Enquiries:
Novacyt
James Wakefield (Chairman) / James McCarthy c/o Numis
(acting Chief Executive Officer)
Numis (Financial Adviser and Joint Broker
to Novacyt and Financial Adviser to Novacyt
UK)
Freddie Barnfield / Stuart Ord / Duncan Tel: +44 (0) 20 7260
Monteith / Jack McLaren 1000
S.P. Angel Corporate Finance LLP (Nominated
Adviser and Joint Broker to Novacyt)
Matthew Johnson / Charlie Bouverat (Corporate Tel: +44 (0) 20 3470
Finance) 0470
Vadim Alexandre / Rob Rees (Corporate Broking)
Walbrook PR Limited (Media and Investor
Relations for Novacyt)
Paul McManus / Stephanie Cuthbert / Phil Tel: +44 (0) 20 7933
Marriage 8780 or novacyt@walbrookpr.com
Yourgene
Lyn Rees (Chief Executive Officer) c/o Stifel
Stifel (Rule 3 Adviser and Sole Financial
Adviser to Yourgene)
Nicholas Moore / Samira Essebiyea / William Tel: +44 (0) 20 7710
Palmer-Brown (Healthcare Investment Banking) 7600
Matthew Blawat / Ben Good (UK Investment
Banking)
Cairn (Nominated Adviser to Yourgene)
Liam Murray / Ludovico Lazzaretti Tel: +44 (0) 20 7213
0880
Walbrook PR Limited (Media and Investor
Relations for Yourgene)
Alice Woodings / Lianne Applegarth Tel: +44 (0) 20 7933
8780 or yourgene@walbrookpr.com
Mob: +44 (0) 7407
804 654 / +44 (0)
7584 391 303
Stephenson Harwood LLP is providing legal advice to Novacyt and
Novacyt UK.
Addleshaw Goddard LLP is providing legal advice to Yourgene.
Important Notices
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Novacyt and Novacyt UK and no one else in connection
with the matters described in this Announcement. In connection with
such matters, Numis will not regard any other person as its client,
nor will it be responsible to anyone other than Novacyt and Novacyt
UK for providing the protections afforded to clients of Numis or
for providing advice in connection with the contents of this
Announcement or any matter referred to in this Announcement.
Neither Numis nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Numis in connection
with the Acquisition, the matters referred to in this Announcement,
any statement contained herein or otherwise. No representation or
warranty, express or implied, is made by Numis as to the contents
of this Announcement.
S.P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and joint broker to Novacyt and no one
else in connection with the matters described in this Announcement.
and will not be responsible to anyone other than Novacyt for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither SP Angel nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of SP Angel in connection with any matter referred to in this
Announcement or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for Yourgene and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Yourgene for providing the protections
afforded to clients of Stifel nor for providing advice in
connection with the matters referred to herein. Neither Stifel nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Stifel in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Stifel
as to the contents of this Announcement.
Cairn Financial Advisers LLP ("Cairn"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated
adviser exclusively for Yourgene. Cairn's responsibilities as
Yourgene's nominated adviser under the AIM Rules for Companies and
AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and no other person. Cairn has not authorised and is
not making any representation or warranty, express or implied, as
to the contents of this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any approval, decision or other response
to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and the ability of Yourgene Shareholders who are
not resident in the United Kingdom to participate in the
Acquisition may be restricted by the laws and/or regulations of
those jurisdictions. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Yourgene Shares
with respect to the Scheme at the Court Meeting or with respect to
the Special Resolution at the General Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting and/or General Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
Therefore, any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom, or Yourgene
Shareholders who are not resident in the United Kingdom, should
inform themselves of, and observe, any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This Announcement has
been prepared for the purpose of complying with English law, the
AIM Rules and the Code and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
Unless otherwise determined by Yourgene and Novacyt UK, or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this Announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
Further details in relation to Yourgene Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
U.S. Shareholders
Yourgene Shareholders in the United States should note that the
Acquisition relates to the securities of a company organised under
the laws of England and Wales and is proposed to be effected by
means of a scheme of arrangement under the Companies Act. This
Announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with English law, the AIM Rules, the Code and UK
disclosure requirements, format and style applicable to a scheme of
arrangement, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the U.S. Exchange Act. Accordingly, the Scheme is subject to
the disclosure requirements of, and practices applicable in, the
United Kingdom to schemes of arrangement, which differ from the
disclosure requirements and practices of U.S tender offer and proxy
solicitation rules.
None of the securities referred to in this Announcement, nor the
information contained in this Announcement, has been approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have such authorities passed upon the
fairness or merits of the proposal contained in this Announcement
or determined the adequacy or accuracy of the information contained
herein. Any representation to the contrary is a criminal offence in
the United States.
Yourgene's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been prepared in accordance with International
Financial Reporting Standards and may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with U.S. generally accepted accounting principles. U.S. generally
accepted principals differ in certain respects from International
Financial Reporting Standards. None of the financial information in
this Announcement has been audited in accordance with the auditing
standards generally accepted in the U.S. or the auditing standards
of the Public Company Accounting Oversight Board of the U.S.
It may be difficult for U.S. holders of Yourgene Shares to
enforce their rights and any claims they may have arising under
U.S. federal securities laws or the laws of any state or other
jurisdiction in the U.S. in connection with the Acquisition,
because Yourgene is organised under the laws of a non-U.S. country,
and some or all of its officers and directors may be residents of a
non-U.S. country. U.S. holders of Yourgene Shares may not be able
to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of U.S. federal securities laws or
the laws of any state or other jurisdictions in the U.S. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's jurisdiction or
judgment.
If Novacyt UK were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend the Takeover
Offer into the United States, the Acquisition would be made in
compliance with applicable U.S. laws and regulations, including to
the extent applicable, Section 14(d) and 14(e) of the U.S. Exchange
Act and Regulations 14D and 14E thereunder, as well as in
accordance with the Code. Such a Takeover Offer would be made in
the United States by Novacyt UK (and/or a nominee of Novacyt UK)
and no one else.
The receipt of cash pursuant to the Acquisition by a Yourgene
Shareholder in the United States as consideration for the transfer
of its Yourgene Shares pursuant to the Scheme will likely be a
taxable transaction for U.S. federal income tax purposes and under
any applicable U.S. state and local income tax laws. Each Yourgene
Shareholder in the United States is urged to consult its
independent professional tax or legal adviser immediately in
connection with making a decision regarding the Acquisition and
regarding the U.S. federal, state and local income and non-income
tax consequences of the Acquisition applicable to it, as well as
any consequences arising under the laws of any other taxing
jurisdiction.
In accordance with normal UK practice, Novacyt UK, certain
affiliated companies and their respective nominees or brokers
(acting as agents) may from time to time make certain purchases of,
or arrangements to purchase, Yourgene Shares outside of the U.S.
other than pursuant to the Acquisition until the date on which the
Scheme (or Takeover Offer, if applicable) becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK and the United States and will be
reported to a Regulatory Information Service and shall be available
on the London Stock Exchange website at
https://www.londonstockexchange.com .
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Yourgene, Novacyt and Novacyt UK. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words or terms of
similar meaning or the negative thereof. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies of Yourgene and/or Novacyt UK and/or Novacyt and the
expansion and growth of the Novacyt Group's and/or the Yourgene
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of the Yourgene Group or the Novacyt Group.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
Novacyt, Novacyt UK or Yourgene, nor any of their respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur. You are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date hereof. All subsequent oral or written
forward-looking statements attributable to Novacyt, Novacyt UK or
Yourgene or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement. Novacyt,
Novacyt UK and Yourgene assume no obligation to update publicly or
revise forward-looking or other statements contained in this
Announcement, whether as a result of new information, future events
or otherwise, except to the extent legally required.
No profit forecasts or estimates
Nothing in this Announcement is intended or shall be deemed as a
forecast, projection or estimate of the future financial
performance of Novacyt, Novacyt UK or Yourgene for any period and
no statement in this Announcement should be interpreted to mean
that cash flow from operations, earnings, earnings per Yourgene
Share or Novacyt Share or income for the current or future
financial years would necessarily match or exceed the historical
published cash flow from operations, earnings, earnings per
Yourgene Share or Novacyt Share or income of Yourgene or Novacyt,
as appropriate.
Right to switch to a Takeover Offer
Novacyt UK reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Novacyt
UK so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme and subject to the amendments
referred to in Part B of Appendix 1 to this Announcement.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rules 26.1 and 26.2 of the Code will be made
available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, on Novacyt's
website at https://novacyt.com/investors/ and on Yourgene's website
at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
by no later than 12.00 noon (London time) on the Business Day
following the date of this Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, Yourgene Shareholders
may request a hard copy of this Announcement (and any information
incorporated by reference into this Announcement), free of charge,
by contacting the Yourgene's registrar, Link Group, by: (i)
submitting a request in writing to Link Group, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom; or (ii) calling
+44 (0) 371 664 0300. Calls are charged at the standard geographic
rate and will vary by provider. Calls from outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9.00 a.m. and 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Information relating to Yourgene Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Yourgene Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Yourgene may be provided to Novacyt UK during
the Offer Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of: (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10(th) Business Day (as defined in
the Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th)
Business Day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the Business Day (as defined in the Code) following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at
https://www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the Offer Period
commenced and when any offeror was first identified. You should
contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Private purchases
In accordance with normal UK practice, Novacyt UK or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Yourgene
Shares, other than pursuant to the Acquisition, until the date on
which the Scheme (or Acquisition, if applicable) becomes Effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK and will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at https://www.londonstockexchange.com .
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Yourgene confirms
that, as at the date of this Announcement, it has 3,176,959,792
Yourgene Shares in issue under the International Securities
Identification Number GB00BN31ZD89. No Yourgene Shares are held in
treasury.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
APPIX 1
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions to the Acquisition
1 The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Code, on or before 11.59 p.m. on the Long Stop Date.
Scheme approval
2 The Scheme will be conditional upon:
2.1
(a) its approval by a majority in number representing not less
than 75 per cent. in value of the Scheme Shareholders who are on
the register of members of Yourgene at the Voting Record Time and
who are present and vote, whether in person or by proxy, at the
Court Meeting and at any separate class meeting which may be
required by the Court (or, in either case, any adjournment
thereof); and
(b) such Court Meeting being held on or before the 22(nd) day
after the expected date of the Court Meeting to be set out in the
Scheme Document (or such later date as Novacyt UK and Yourgene may
agree with the consent of the Takeover Panel and, if required, as
the Court may allow);
2.2
(a) the resolutions required to approve and implement the Scheme
being duly passed by Yourgene Shareholders by the requisite
majority or majorities at the General Meeting (or any adjournment
thereof); and
(b) such General Meeting to be held on or before the 22(nd) day
after the expected date of the General Meeting to be set out in the
Scheme Document (or such later date, if any, as Novacyt UK and
Yourgene may agree with the consent of the Takeover Panel and, if
required, as the Court may allow);
2.3
(a) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Novacyt UK and Yourgene); and
(b) such Sanction Hearing being held on or before the 22(nd) day
after the expected date of the Sanction Hearing to be set out in
the Scheme Document (or such later date, if any, as Novacyt UK and
Yourgene may agree with the consent of the Takeover Panel and, if
required, as the Court may allow); and
2.4 the delivery of a copy of the Court Order to the Registrar of Companies.
General Conditions
3 In addition, subject as stated in Part B below and to the
requirements of the Takeover Panel and in accordance with the Code,
the Acquisition will be conditional upon the following Conditions
and, accordingly, the necessary actions to make the Scheme
Effective will not be taken unless such Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived:
General Third Party clearances and regulatory
(A) no Third Party having given notice in writing of a decision
to take, institute, implement any action, proceeding, suit,
investigation, enquiry or reference (and in each case not having
withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed
any statute, regulation, decision, order or change to published
practice (and in each case, not having withdrawn the same), in each
case which would be material in the context of the Wider Novacyt
Group or the Wider Yourgene Group in each case taken as a whole,
and there not continuing to be outstanding any statute, regulation,
decision or order which, in each case, would or might reasonably be
expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for such divestiture, by any
member of the Wider Novacyt Group or by any member of the Wider
Yourgene Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof),
which, in any such case, is material in the context of the Wider
Novacyt Group or the Wider Yourgene Group, in either case taken as
a whole;
(ii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Novacyt Group,
directly or indirectly, to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or securities
convertible into shares or any other securities in Yourgene or on
the ability of any member of the Wider Yourgene Group or any member
of the Wider Novacyt Group, directly or indirectly, to hold or to
exercise effectively any rights of ownership in respect of shares
or other securities in, or to exercise voting or management control
over, any member of the Wider Yourgene Group, in each case to an
extent which is material in the context of the Wider Novacyt Group
or the Wider Yourgene Group, as the case may be, taken as a
whole;
(iii) make the Acquisition, its implementation or the
acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Yourgene by any member
of the Wider Novacyt Group void, illegal, and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise, directly
or indirectly, restrain, restrict, prohibit, delay or otherwise
interfere with the implementation of, or impose material additional
conditions, or obligations with respect to, otherwise materially
challenge, impede, interfere with or require material adverse
amendment of the Acquisition or the acquisition or proposed
acquisition of any shares or other securities in, or control or
management of, Yourgene by any member of the Wider Novacyt
Group;
(iv) other than pursuant to the implementation of the Scheme or,
if applicable, sections 974 to 991 of the Companies Act, require
any member of the Wider Novacyt Group or the Wider Yourgene Group
to acquire or offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider Yourgene
Group, other than in connection with the implementation of the
Acquisition;
(v) impose any material limitation on, or result in any material
delay to, the ability of any member of the Wider Novacyt Group or
any member of the Wider Yourgene Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Novacyt Group and/or
the Wider Yourgene Group in any case to an extent which is material
in the context of the Wider Yourgene Group or the Wider Novacyt
Group, as the case may be, taken as a whole;
(vi) result in any member of the Wider Yourgene Group ceasing to
be able to carry on business under any name under which it
presently does so to an extent which is material in the context of
the Wider Yourgene Group;
(vii) otherwise materially adversely affect all or any part of
the business, assets, profits or prospects of any member of the
Wider Yourgene Group to an extent in any such case which is
material in the context of the Wider Yourgene Group taken as a
whole,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any applicable jurisdiction in respect
of the Acquisition or the acquisition or proposed acquisition of
any Yourgene Shares or otherwise intervene having expired, lapsed
or been terminated;
(B) all filings, applications and/or notifications which are
necessary or appropriate having been made in connection with the
Acquisition and all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with, in each
case, in connection with the Scheme, the Acquisition, its
implementation and all Authorisations reasonably necessary or
appropriate for the proposed acquisition of, by any member of the
Wider Novacyt Group, any shares or other securities in, or control
or management of, Yourgene or any other member of the Wider
Yourgene Group, having been obtained in terms and in a form
reasonably satisfactory to Novacyt UK from all appropriate Third
Parties or (without prejudice to the generality of the foregoing)
from any person or bodies with whom any member of the Wider
Yourgene Group or the Wider Novacyt Group has entered into
contractual arrangements and all such Authorisations necessary or
appropriate to carry on the business of any member of the Wider
Yourgene Group in any jurisdiction which is material in the context
of the Wider Yourgene Group having been obtained, and all such
Authorisations remaining in full force and effect at the time at
which the Acquisition becomes otherwise unconditional;
Yourgene Shareholder resolution
(C) except with the consent or the agreement of Novacyt UK, no
action having been taken or proposed by any member of the Wider
Yourgene Group, or having been approved by a resolution of the
Yourgene Shareholders, or consented to by the Takeover Panel, which
falls within or under Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement etc.
(D) except as Disclosed, there being no provision of any
agreement, arrangement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Yourgene Group is a
party or by or to which any such member or any of its assets may be
bound, entitled or be subject, or any event or circumstance which,
as a consequence of the Acquisition or the acquisition or the
proposed acquisition by any member of the Wider Novacyt Group of
any shares or other securities (or the equivalent) in Yourgene or
because of a change in the control or management of any member of
the Wider Yourgene Group or otherwise, would or might reasonably be
expected to result in, to an extent which is material in the
context of the Wider Yourgene Group taken as a whole:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any member of the Wider Yourgene Group being or becoming repayable,
or capable of being declared repayable, immediately or prior to its
or their stated maturity date or repayment date, or the ability of
any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(ii) save in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any
member of the Wider Yourgene Group or any such mortgage, charge or
other security interest (whenever created, arising or having
arisen) becoming enforceable;
(iii) any arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights,
liabilities, obligations or interests of any member of the Wider
Yourgene Group thereunder being terminated or adversely modified or
affected or any obligation or liability arising or any action being
taken or arising thereunder;
(iv) any liability of any member of the Wider Yourgene Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider Yourgene Group under any such agreement,
arrangement, lease, licence, permit or other instrument, or the
interests or business of any member of the Wider Yourgene Group in
or with any other person or body or firm or company (or any
agreement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(vi) any member of the Wider Yourgene Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(vii) the value of, or the financial or trading position or
prospects of, any member of the Wider Yourgene Group being
prejudiced or adversely affected; or
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Yourgene Group other than
trade creditors or other liabilities incurred in the ordinary
course of business,
and, save as Disclosed, no event having occurred which, under
any provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider Yourgene Group is a party or by or to which any such member
or any of its assets are bound, entitled or subject, would or might
reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions (D)(i) to (viii) to
an extent in any such case which is material in the context of the
Wider Yourgene Group taken as a whole;
Certain events occurring since 30 September 2022
(E) except as Disclosed, no member of the Wider Yourgene Group having since 30 September 2022:
(i) except for Yourgene Shares issued under or pursuant to the
exercise of options or vesting of awards granted under the Yourgene
Share Plans or in connection with the CGI Options or the Warrants
and except, where relevant, as between the Wider Yourgene Group and
its wholly-owned subsidiaries, issued or agreed to issue,
authorised or proposed the issue of additional shares of any
class;
(ii) proposed, agreed to provide or modified the terms of any of
the Yourgene Share Plans or other benefit constituting a material
change relating to the employment or termination of employment of a
material category of persons employed by the Wider Yourgene Group
or which constitutes a material change to the terms or conditions
of employment of any senior employee of the Wider Yourgene Group,
save as agreed by the Takeover Panel (if required) and by Novacyt
UK;
(iii) other than pursuant to the Acquisition (and except for
transactions between Wider Yourgene Group and its wholly-owned
subsidiaries and transactions in the ordinary course of business)
implemented, effected, authorised or proposed or announced its
intention to implement, effect or authorise any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings to an extent in any
such case which is material in the context of the Wider Yourgene
Group taken as a whole;
(iv) except for transactions in the ordinary course of business
or between the Wider Yourgene Group and its wholly-owned
subsidiaries, disposed of, or transferred, mortgaged or created any
security interest over any material asset or any right, title or
interest in any material asset or authorised, proposed or announced
any intention to do so in each case, to the extent which is
material in the context of the Wider Yourgene Group taken as a
whole;
(v) entered into any licence or other disposal of intellectual
property rights which are material in the context of the Wider
Yourgene Group and outside the normal course of business;
(vi) except for transactions between the Wider Yourgene Group
and its wholly-owned subsidiaries, issued, authorised or proposed
or announced an intention to authorise or propose, the issue of or
made any change in or to the terms of, any debentures or, save in
the ordinary course of business, become subject to any contingent
liability or (other than trade credit incurred in the ordinary
course of business) incurred or increased any indebtedness except
as between Yourgene and any of its wholly-owned subsidiaries or
between such subsidiaries which in any case is material in the
context of the Wider Yourgene Group taken as a whole;
(vii) except in the ordinary course of business, entered into or
varied the terms of, or made any offer (which remains open for
acceptance) to enter into or vary the terms of any material
contract, arrangement, transaction, agreement or commitment
(whether in respect of capital expenditure or otherwise) which is
of a long term, unusual or onerous nature or magnitude to an extent
in any such case which is material in the context of the Wider
Yourgene Group taken as a whole;
(viii) established any new share option scheme, incentive scheme
or other benefit in respect of the Wider Yourgene Group;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital (except, in each case, where relevant, as between the
Wider Yourgene Group and its wholly-owned subsidiaries or in
connection with the Yourgene Share Plans, the CGI Options or the
Warrants);
(x) except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context
of the Wider Yourgene Group taken as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Yourgene Group and any
other person in a manner which would or might reasonably be
expected to have a material adverse effect on the financial
position of the Wider Yourgene Group taken as a whole;
(xii) save as envisaged in accordance with the terms of the
Scheme or otherwise in connection with the Acquisition, made any
alteration to its memorandum, articles of association or other
incorporation documents;
(xiii) except in relation to changes made or agreed as a result
of, or arising from, changes to legislation, made or agreed or
consented to any material change to:
(i) the terms of the trust deeds and rules constituting the
pension scheme(s) established for its directors, employees or their
dependents;
(ii) to the benefits which accrue, or to the pensions which are
payable, thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(iv) to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to,
which is material in the context of the Wider Yourgene Group
taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts when they fall due or commenced negotiations with one
or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xv) other than in respect of a member of the Wider Yourgene
group which is dormant and was solvent at the relevant time, taken
or proposed to take any steps, corporate action or had any legal
proceedings instituted or threatened against it in writing in
relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed to an extent which is material in the context of the
Wider Yourgene Group taken as a whole;
(xvi) except for transactions between the Wider Yourgene Group
and its wholly-owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital,
in each case which is material in the context of the Wider Yourgene
Group taken as a whole;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities in each case which is
material in the context of the Wider Yourgene Group taken as a
whole or in the context of the Acquisition; or
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition (E);
No adverse change, litigation, regulatory enquiry or similar
(F) except as Disclosed, since 30 September 2022, there having been:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change in, the business, assets, financial or trading position or
profits, operational performance or prospects of any member of the
Wider Yourgene Group, in each case which is material in the context
of the Wider Yourgene Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Yourgene
Group is or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding in respect of,
any member of the Wider Yourgene Group, in each case which is
material in the context of the Wider Yourgene Group taken as a
whole;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Yourgene Group having been threatened, announced,
implemented or instituted by or against or remaining outstanding in
respect of, any member of the Wider Yourgene Group, in each case
which is material in the context of the Wider Yourgene Group taken
as a whole;
(iv) no contingent or other liability of any member of the Wider
Yourgene Group having arisen or increased other than in the
ordinary course of business which is reasonably likely to
materially affect adversely the business, assets, financial or
trading position, profits or operational performance of any member
of the Wider Yourgene Group to an extent in any such case which is
material in the context of the Wider Yourgene Group taken as a
whole;
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence or permit
held by any member of the Wider Yourgene Group which is necessary
for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably
be expected to have a material adverse effect on the Wider Yourgene
Group taken as a whole; and
(vi) no member of the Wider Yourgene Group having conducted its
business in breach of any applicable laws and regulations in a
manner which is material in the context of the Wider Yourgene Group
taken as a whole or material in the context of the Acquisition;
No discovery of certain matters
(G) except as Disclosed, Novacyt UK not having discovered:
(i) any financial, business or other information concerning the
Wider Yourgene Group announced publicly by or on behalf of Yourgene
through a RIS prior to the date of this Announcement or disclosed
by or on behalf of any member of the Wider Yourgene Group to any
member of the Wider Novacyt Group or to any of their advisers prior
to the date of this Announcement is misleading, contains any
misrepresentation of fact, or omits to state a fact necessary to
make that information not misleading and which was not subsequently
corrected before the date of this Announcement by disclosure
publicly, in each case, to an extent which is material in the
context of the Wider Yourgene Group taken as a whole;
(ii) any member of the Wider Yourgene Group or any partnership,
company or other entity in which any member of the Wider Yourgene
Group has a significant economic interest and which is not a
subsidiary undertaking of Yourgene is, otherwise than in the
ordinary course of business, subject to any liability, contingent
or otherwise, to an extent which is material in the context of the
Wider Yourgene Group taken as a whole or is material in the context
of the Acquisition;
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Wider Yourgene Group and which is material in the context of
the Wider Yourgene Group taken as a whole or is material in the
context of the Acquisition;
(iv) (A) any past or present member, director, officer or
employee of the Wider Yourgene Group is or has at any time engaged
in any activity, practice or conduct which would constitute an
offence under the UK Bribery Act 2010, the U.S. Foreign Corrupt
Practices Act of 1977 and/or any other applicable anti-corruption
or anti-bribery law, rule or regulation; (B) any person that
performs or has performed services for or on behalf of the Wider
Yourgene Group is or has at any time engaged in any activity,
practice or conduct in connection with the performance of such
services which would constitute an offence under the UK Bribery Act
2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation
or any other applicable law, rule or regulation;
(v) any past or present member, director, officer or employee of
the Wider Yourgene Group has engaged in any business with, made any
investments in, made any funds or assets available to or received
any funds or assets from: (i) any government, entity or individual
in respect of which US, UK or European Union persons, or persons
operating in those territories are prohibited from engaging in
activities or doing business, or from receiving or making available
funds or economic resources by applicable US, UK or European Union
laws or regulations, including the economic sanctions administered
by the United States Office of Foreign Assets Control, or HMRC; or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the
United Kingdom, the European Union or any of its member states or
any other governmental or supranational body or authority in any
jurisdiction;
(vi) any asset of any member of the Wider Yourgene Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition) or proceeds of crime under any other applicable law,
rule or regulation concerning money laundering or proceeds of
crime, or any member of the Wider Yourgene Group is found to have
engaged in activities constituting money laundering under any
appliable law, rule or regulation concerning money laundering;
or
(vii) since 30 September 2022, no circumstance having arisen or
event having occurred in relation to any member of the Wider
Yourgene Group losing its title to any of its intellectual
property, or any intellectual property owned or licensed by any
member of the Wider Yourgene Group being revoked, cancelled or
declared invalid, in each case to an extent which is material in
the context of the Wider Yourgene Group taken as a whole.
Part B: Certain further terms of the Acquisition
1 Subject to the requirements of the Takeover Panel and the
Code, Novacyt UK reserves the right in its sole discretion to waive
(if capable of waiver):
(i) the deadline set out in the Condition in paragraph 1 of Part
A of this Appendix 1 and any of the deadlines set out in the
Conditions in paragraph 2 of Part A of this Appendix 1 for the
timing of the Court Meeting, General Meeting and the Sanction
Hearing; and
(ii) in whole or in part, all or any of the above Conditions set
out in paragraphs 3(A) to (G) of Part A (inclusive).
2 Except as set out in paragraph 1 above, the Conditions in
paragraphs 1 and 2 of Part A of this Appendix 1 may not be
waived.
3 Novacyt UK shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions set out in paragraphs 3(A) to (G)
of Part A of this Appendix 1 (inclusive) by a date earlier than the
latest date for the fulfilment or waiver of that Condition
specified above, notwithstanding that the other Conditions may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any such
Conditions may not be capable of fulfilment.
4 Under Rule 13.5(a) of the Code, Novacyt UK may only invoke a
Condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse, or to be withdrawn with the consent of the
Takeover Panel. The Takeover Panel will normally only give its
consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Novacyt UK in the
context of the Acquisition. Novacyt UK may only invoke a Condition
that is subject to Rule 13.5(a) of the Code with the consent of the
Takeover Panel and any condition that is subject to Rule 13.5(a)
may be waived by Novacyt UK. The Conditions contained in paragraphs
1 and 2 of Part A of this Appendix 1 and, if applicable, the
acceptance condition for a Takeover Offer referred to in paragraph
7 of this Part B of Appendix 1, are not subject to this provision
of the Code.
5 Under Rule 13.6 of the Code, Yourgene may not invoke, or cause
or permit Novacyt UK to invoke, any condition to the Acquisition,
unless the circumstances which give rise to the right to invoke the
condition are of material significance to Yourgene Shareholders in
the context of the Acquisition.
6 If Novacyt UK is required by the Takeover Panel to make an
offer for Yourgene Shares under the provisions of Rule 9 of the
Code, Novacyt UK may make such alterations to any of the Conditions
and certain further terms of the Acquisition as are necessary to
comply with the provisions of that Rule.
7 Novacyt UK reserves the right to elect (with the consent of
the Takeover Panel) to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme. In such event, the
Acquisition will be implemented on the same terms and conditions,
so far as applicable, as those which would apply to the Scheme,
subject to appropriate amendments, including (without limitation)
an acceptance condition set at 90 per cent. of the shares to which
such offer relates (or such smaller percentage, being more than 50
per cent. of Yourgene Shares carrying voting rights, as Novacyt UK
may decide). In the event that the Acquisition is implemented by
way of a Takeover Offer, the acceptance condition shall not be
capable of being satisfied until all of the other conditions to the
Takeover Offer have either been satisfied or (if capable of waiver)
waived. Further, if sufficient acceptances of the Takeover Offer
are received and/or sufficient Yourgene Shares are otherwise
acquired, it is the intention of Novacyt UK to apply the provisions
of the Companies Act to compulsorily acquire any of the outstanding
Yourgene Shares to which such Takeover Offer relates.
8 Novacyt reserves the right, with the prior consent of the
Takeover Panel, for any other entity owned by it from time to time
to implement the Acquisition.
9 The Yourgene Shares to be acquired pursuant to the Acquisition
shall be acquired by Novacyt UK fully paid and free from all liens,
equitable interests, charges, encumbrances, rights of pre-emption
and any other third party rights and interests whatsoever and
together with all rights existing at the date of this Announcement
or thereafter attaching thereto, including (without limitation)
voting rights and the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the Effective Date in respect of the Yourgene Shares.
10 Novacyt UK reserves the right to reduce the value of the
consideration payable for each Yourgene Share by up to the amount
per Yourgene Share of any dividend, distribution or return of value
paid or made on or after the date of this Announcement and on or
prior to the Effective Date. If any such dividend, distribution or
return of value if paid or made after the date of this Announcement
and Novacyt UK exercises its rights described above, any reference
in this Announcement to the consideration payable under the
Acquisition shall be deemed to be a reference to the consideration
as so reduced. Any exercise by Novacyt UK of its rights referred to
in this paragraph shall be subject to the Code and the Takeover
Panel and the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or
variation of the terms of the Acquisition. If Novacyt UK exercises
its right to reduce the offer consideration by all or part of the
amount of a dividend (or other distribution) that has not been
paid, Yourgene Shareholders will be entitled to receive and retain
that dividend (or other distribution).
11 The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore, any persons who are subject to the laws
of any jurisdiction other than the United Kingdom and any Yourgene
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
12 The Acquisition is not being, and will not be, made, directly
or indirectly, in, into or by the use of the mails of, or by any
other means of instrumentality (including, but not limited to,
facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, any
Restricted Jurisdiction.
13 Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
14 This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will
be governed by English law and will be subject to the jurisdiction
of the English courts. The Acquisition shall be subject to the
applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange and AIM.
APPIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following sources and bases have been
used:
1. The value attributed to the fully diluted issued ordinary
share capital of Yourgene is based on:
-- 3,176,959,792 Yourgene Shares in issue on 30 June 2023 (being
the last Business Day prior to the date of this Announcement);
-- 16,506,723 Yourgene Shares that will be issued as a result of
the exchange of the 16,506,723 Exchangeco Shares in connection with
the exercise of the CGI Options, which it is intended will take
place following this Announcement such that these Yourgene Shares
are issued and allotted before the Scheme Record Time; and
-- 214,877 Yourgene Shares to be issued and allotted prior to
the Scheme Record Time in the event that the Pre-emption Rights are
exercised by the Warrant Holder following the date of this
Announcement,
but excludes (i) the options under the Enterprise Management
Incentive (EMI) Share Option Plan (as the exercise price is greater
than the Acquisition Price per Scheme Share) and (ii) the Warrants
(as the outstanding Warrants have an exercise price greater than
the Acquisition Price per Scheme Share).
2. References to the existing issued ordinary share capital of
Yourgene are to the number of Yourgene Shares in issue as at the
last Business Day prior to the date of this Announcement, which was
3,176,959,792 Yourgene Shares. The international securities
identification number for the Yourgene Shares is GB00BN31ZD89.
3. Unless otherwise stated, all prices and volume weighted
average prices for Yourgene Shares have been derived from
Bloomberg.
4. The premia calculations have been calculated by reference to:
a. the closing share price on 30 June 2023 (being the last
Business Day prior to the date of this Announcement) of 0.195 pence
per Yourgene Share;
b. the Volume Weighted Average Price per Yourgene Share during
the three-month period ended 30 June 2023 (being the last Business
Day prior to the date of this Announcement) of 0.247 pence per
Yourgene Share;
c. the Volume Weighted Average Price per Yourgene Share during
the six-month period ended 30 June 2023 (being the last Business
Day prior to the date of this Announcement) of 0.332 pence per
Yourgene Share; and
d. the December 2022 placing price of 0.30 pence per Yourgene
Share.
APPIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Novacyt UK has received irrevocable undertakings to vote or
procure votes in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting in respect
of a total of 828,241,770 Yourgene Shares (representing, in
aggregate, approximately 26.1 per cent. of Yourgene Shares in issue
on 30 June 2023 (being the last Business Day prior to the date of
this Announcement)), comprised as follows:
Yourgene Directors' irrevocable undertakings
Per cent. of Yourgene
Number of Yourgene Shares
Name Shares in issue
---------------------- ------------------- ----------------------
Dr Bill Chang 302,920,142 9.5
Lyn Rees 85,371,235 2.7
Dr John Brown 33,685,783 1.1
Dr Joanne Mason((1)) 6,999,999 0.2
Total 428,977,159 13.5
Note ((1)): Dr Joanne Mason holds in aggregate 7,782,770
Yourgene Shares of which 782,771 Yourgene Shares are held pursuant
to the SIP. Yourgene intends to seek confirmation from the SIP
trustee that it will seek voting instructions from all SIP
participants in respect of the Court Meeting and the General
Meeting. Under the rules of the SIP, whilst the SIP trustee may
seek voting instructions it is not obliged to do so. Accordingly,
the 782,771 Yourgene Shares held by Dr Joanne Mason pursuant to the
SIP have not been counted towards the aggregate number of Yourgene
Shares in respect of which irrevocable undertakings to vote or
procure votes in favour of the Scheme at the Court Meeting and the
Special Resolution to be proposed at the General Meeting have been
received by Novacyt UK.
The irrevocable undertakings given by the Yourgene Directors as
set out above will apply to any Yourgene Shares acquired as a
result of any awards or options exercised by the Yourgene Directors
pursuant to the Enterprise Management Incentive (EMI) Share Option
Plan operated by Yourgene.
The irrevocable undertakings from the Yourgene Directors will
only cease to be binding if:
(a) the Scheme Document or the offer document (as applicable) is
not published within 28 days of the release of this Announcement or
such later time and date as may be determined by Novacyt UK with
the consent of Yourgene and the Takeover Panel;
(b) Novacyt UK announces, with the consent of the Takeover Panel
and before the Scheme Document or offer document (as applicable) is
published, that it does not intend to proceed with the
Acquisition;
(c) the Scheme (or Takeover Offer, as applicable) does not
become effective (or has not become or been declared unconditional
in all respects in accordance with the requirements of the Code, as
the case may be) by the Long Stop Date or such later time or date
as Novacyt UK and Yourgene agree in writing with the consent of the
Takeover Panel;
(d) the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms;
(e) any competing offer for the entire issued and to be issued
share capital of Yourgene becomes or is declared unconditional (if
implemented by way of a takeover offer) or, if proceeding by way of
a scheme of arrangement, becomes effective in accordance with its
terms; or
(f) the Takeover Panel announces that, following a request from
Novacyt UK, it has released Novacyt UK from its obligation to
proceed with the Scheme or the Offer (as the case may be) or
confirms to Novacyt UK or to Yourgene or their respective financial
advisers that, following such a request, it has done so.
Other Yourgene Shareholder's irrevocable undertaking
Per cent. of Yourgene
Number of Yourgene Shares
Name Shares in issue
-------------------- ------------------- ----------------------
BGF Investments LP
(" BGF ") 399,264,611 12.6
Total 399,264,611 12.6
The irrevocable undertaking from BGF will cease to be binding
if:
(a) the Scheme Document or the offer document (as applicable) is
not published within 28 days of the release of this Announcement or
such later time and date as may be determined by Novacyt UK with
the consent of Yourgene and the Takeover Panel;
(b) Novacyt UK announces, with the consent of the Takeover Panel
and before the Scheme Document or offer document (as applicable) is
published, that it does not intend to proceed with the
Acquisition;
(c) the Scheme (or Takeover Offer, as applicable) does not
become Effective (or has not become or been declared unconditional
in all respects in accordance with the requirements of the Code, as
the case may be) by the Long Stop Date or such later time or date
as Novacyt UK and Yourgene agree in writing with the consent of the
Takeover Panel;
(d) the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms;
(e) any competing offer for the entire issued and to be issued
share capital of Yourgene (i) meets the conditions required of a
Competing Offer (defined below), (ii) becomes or is declared
unconditional (if implemented by way of a takeover offer) or (iii)
if proceeding by way of a scheme of arrangement, becomes effective
in accordance with its terms; or
(f) the Takeover Panel announces that, following a request from
Novacyt UK, it has released Novacyt UK from its obligation to
proceed with the Scheme or the Offer (as the case may be) or
confirms to Novacyt UK or to Yourgene or their respective financial
advisers that, following such a request, it has done so.
Further, the undertaking provided by BGF referred to in the
table above will cease to be binding if, prior to the Scheme (or
Takeover Offer, as applicable) becoming Effective, any person other
than Novacyt UK or any person acting in concert with Novacyt UK
announces a firm intention (in accordance with Rule 2.7 of the
Code, to make an offer (within the meaning of the Code) (the
"Relevant Announcement") to acquire all the equity share capital of
Yourgene) (a "Competing Offer"), provided that:
(a) the Competing Offer is at a price, or is in exchange for
such number of shares (or other securities) that in the reasonable
opinion of Yourgene, having taken advice from its financial
adviser, implies a value for each Yourgene Share of at least 0.5742
pence per Yourgene Share, being at least 10 per cent. more than the
Acquisition Price; and
(b) Novacyt UK has not announced a firm intention to make a
revised offer for all of the Yourgene Shares not already owned by
it (or by persons acting in concert with it) which is not subject
to any pre-conditions for an equivalent or improved consideration
(in the reasonable opinion of Yourgene's financial adviser) to that
available under such Competing Offer by 5.00 p.m. on the third
Business Day after the date of the Relevant Announcement, unless
the Competing Offer lapses or is withdrawn by 5.00 p.m. on such
date. If Novacyt UK does announce such a firm intention by that
time on that date then the undertaking provided by BGF shall remain
effective.
APPIX 4
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
0.9p Deferred Shares the deferred shares of 0.9p each in the capital of Yourgene;
9.9p Deferred Shares the deferred shares of 9.9p each in the capital of Yourgene;
2015 Warrant Instrument the deed executed by Yourgene dated 11 December 2015 governing the issue of the 2015
Warrants;
2016 Warrant Instrument the deed executed by Yourgene dated 22 September 2016 governing the issue of the
2016 Warrants
and the 2017 Warrants;
2015 Warrants the warrants for the issue of 20,325,204 Yourgene Shares at 24.6 pence per Yourgene
Share
as issued pursuant to the 2015 Warrant Instrument and the relevant Warrant
Certificate on
11 December 2015;
2016 Warrants the warrants for the issue of 17,094,018 Yourgene Shares at 11.7 pence per Yourgene
Share
as issued pursuant to the 2015 Warrant Instrument and the relevant Warrant
Certificate on
22 September 2016;
2017 Warrants the warrants for the issue of 16,913,319 Yourgene Shares at 11.83 pence per Yourgene
Share
as issued pursuant to the 2016 Warrant Instrument and the relevant Warrant
Certificate on
31 March 2017;
Acquisition the recommended offer to be made by Novacyt UK to acquire the entire issued and to
be issued
share capital of Yourgene to be effected by means of the Scheme (or, if Novacyt UK
so elects
and subject to the Takeover Panel's consent, a Takeover Offer) on the terms and
subject to
the conditions set out in the Scheme Document;
Acquisition Price 0.522 pence per Scheme Share;
AIM the market of that name operated by the London Stock Exchange;
AIM Rules the rules of AIM as set out in the "AIM Rules for Companies" issued by the London
Stock Exchange
from time to time relating to AIM traded securities and the operation of AIM;
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Authorisations regulatory authorisations, orders, recognitions, grants, determinations, consents,
clearances,
confirmations, certificates, licences, permissions, exemptions or approvals;
Business Day a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks
are generally
open for normal business in the City of London;
Callco Yourgene Canada Ltd, a subsidiary of Yourgene, incorporated under the laws of
British Columbia,
Canada;
CGI Coastal Genomics, Inc. a subsidiary of Yourgene, incorporated under the laws of
British Columbia,
Canada;
CGI Acquisition the acquisition of the entire issued share capital of CGI by Exchangeco as announced
by Yourgene
to a Regulatory Information Service on 7 August 2020;
CGI Acquisition Agreement the share sale and purchase agreement dated 7 August 2020 as between (1) the Sellers
(as defined
therein); (2) Exchangeco and (3) Yourgene in relation to the CGI Acquisition;
CGI Option Agreement the option agreement dated 7 August 2020 as between (1) the Sellers (as defined
therein);
(2) Callco; and (3) Yourgene;
CGI Optionholders the holders of the CGI Options pursuant to the CGI Option Agreement;
CGI Options the put and call options granted to Yourgene and the CGI Optionholders (as the case
may be)
pursuant to the terms of the CGI Option Agreement;
Closing Price the closing middle market quotation for a Yourgene Share as derived from the AIM
appendix
to the Daily Official List on that day;
Code the City Code on Takeovers and Mergers;
Companies Act the UK Companies Act 2006, as amended;
Conditions the conditions to the implementation of the Scheme and the Acquisition, which are
set out
in Appendix 1 to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement entered into between Novacyt and Yourgene on 16 May
2023, a
summary of which is set out in paragraph 14 (Offer-related arrangements) of this
Announcement;
Court the High Court of Justice, Chancery Division (Companies Court), in England and
Wales;
Court Meeting the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme
Shareholders
(or the relevant class or classes thereof) to be convened by order of the Court
pursuant to
section 896 of the Companies Act to consider and, if thought fit, approve the Scheme
(with
or without modification);
Court Order the order of the Court sanctioning the Scheme;
CREST the relevant system (as defined in the Regulations) in respect of which Euroclear UK
& International
Limited is the Operator (as defined in the Regulations);
Daily Official List the Daily Official List of the London Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of the Code;
Deferred Shares the 0.9p Deferred Shares and/or the 9.9p Deferred Shares, as the context may
require;
Disclosed (i) matters fairly disclosed by or on behalf of Yourgene in the information made
available
to Novacyt and Novacyt UK (and their respective officers, employees, agents or
advisers) in
the virtual data room established by Addleshaw Goddard LLP on behalf of Yourgene for
the purposes
of the Acquisition before 5.00 p.m. on 30 June 2023 (being the last Business Day
prior to
the date of this Announcement) whether or not in response to any specific request
for information
made by Novacyt, Novacyt UK or any of their respective officers, employees, agents
or advisers;
(ii) information fairly disclosed in writing (which shall include by email) by or on
behalf
of Yourgene to Novacyt and Novacyt UK (or their respective officers, employees,
agents or
advisers (specifically in their capacity as such)) before 5.00 p.m. on 30 June 2023
(being
the last Business Day prior to the date of publication of this Announcement); (iii)
information
included in the annual report and accounts of the Yourgene Group for the financial
year ended
31 March 2022 and/or included in the unaudited half-year report of the Yourgene
Group for
the 6 month period ended 30 September 2022; (iv) information disclosed in a public
announcement
to a Regulatory Information Service made by, or on behalf of, Yourgene prior to the
date of
publication of this Announcement; (v) filings made with the Registrar of Companies
and appearing
on Yourgene's file at Companies House within the two years ending on the date of
this Announcement;
or (vi) disclosed in this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by way of a
Scheme,
the Scheme having become effective in accordance with its terms, upon the delivery
of the
Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented
by way
of a Takeover Offer, the Takeover Offer having been declared or become unconditional
in accordance
with the requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes Effective; or (b) if the Acquisition is
implemented
by way of a Takeover Offer, the Takeover Offer becomes Effective;
Enlarged Group the Novacyt Group as enlarged by the Yourgene Group following completion of the
Acquisition;
Exchangeco Yourgene Health Canada Investments Ltd, a subsidiary of Yourgene, incorporated under
the laws
of British Columbia, Canada;
Exchangeco Shares the class B shares without par value in the capital of Exchangeco;
Excluded Shares (a) any Yourgene Shares legally or beneficially held by Novacyt UK or any member of
the Wider
Novacyt Group; and (b) any Yourgene Shares held in treasury by Yourgene, in each
case at the
Scheme Record Time;
FCA the UK Financial Conduct Authority or its successor from time to time;
Forms of Proxy the forms of proxy for use at the Court Meeting and the General Meeting
respectively, which
will accompany the Scheme Document;
FSMA the Financial Services and Markets Act 2000, as amended;
General Meeting the general meeting (or any adjournment, postponement or reconvention thereof) of
Yourgene
Shareholders to be convened in connection with the Scheme;
Inside Information as defined in, and for the purposes of, the UK Market Abuse Regulation;
Lock-in Deed the deed dated 17 February 2019 as between (1) the Warrant Holder; and (2) Yourgene;
London Stock Exchange London Stock Exchange Group Plc;
Long Stop Date 29 December 2023 or such later date (if any) as Novacyt UK and Yourgene may, with
the consent
of the Takeover Panel, agree and (if required) the Court may allow;
NIPT non-invasive pre-natal testing;
Novacyt Novacyt S.A.
Novacyt Directors the directors of Novacyt and Novacyt UK;
Novacyt Group Novacyt and its subsidiaries and subsidiary undertakings;
Novacyt Share a share of a par value of 1/15th of a Euro each in the capital of Novacyt;
Novacyt UK Novacyt UK Holdings Limited, a wholly-owned subsidiary of Novacyt;
Offer Period the period which commenced on the date of this Announcement and ending on the date
on which
the Acquisition becomes Effective, lapses or is withdrawn (or such other date as the
Takeover
Panel may decide);
Opening Position Disclosure has the same meaning as in Rule 8 of the Code;
Operational Restructuring has the meaning given to it in paragraph 10 (Intentions for the Yourgene Group) of
this Announcement;
PCR polymerase chain reaction;
Pre-emption Rights the rights of pre-emption in favour of the Warrant Holder in relation to the
relevant securities
of Yourgene pursuant to the terms of the Lock-in Deed and the Warrant Instruments as
described
in paragraph 16 (Yourgene Share Plans, CGI Options, Warrants and Pre-emption
Rights);
qPCR quantitative polymerase chain reaction;
Registrar of Companies the Registrar of Companies of England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Regulatory Information Service a service approved by the London Stock Exchange for the distribution to the public
of announcements
and included within the list maintained on the London Stock Exchange's website;
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant risk of
civil,
regulatory or criminal exposure if information concerning the Acquisition is sent or
made
available to Yourgene Shareholders in that jurisdiction;
Review has the meaning given to it in paragraph 10 (Intentions for the Yourgene Group) of
this Announcement;
RUO Research Use Only;
Sanction Hearing the hearing by the Court to sanction the Scheme and, if such hearing is adjourned,
references
to the commencement of any such hearing shall mean the commencement of the final
adjournment
thereof;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act to effect the
Acquisition
between Yourgene and the Scheme Shareholders (the full terms of which will be set
out in the
Scheme Document), with or subject to any modification, addition or condition which
Novacyt
UK and Yourgene may agree, and, if required, the Court may approve or impose;
Scheme Document the document to be despatched to (amongst others) Yourgene Shareholders containing,
amongst
other things, the terms and conditions of the Scheme, the notices convening the
Court Meeting
and the General Meeting;
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6.00 p.m.
on the
Business Day immediately prior to the Effective Date;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares all Yourgene Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and prior to the Voting
Record Time;
and
(c) (if any) issued on or after the Voting Record Time and at or prior to the Scheme
Record
Time, on terms that the original or any subsequent holders thereof will be bound by
the Scheme
or in respect of which such holders are, or have agreed in writing to be, so bound,
in each case, remaining in issue at the Scheme Record Time and excluding the
Excluded Shares;
SIP the Share Incentive Plan operated by Yourgene;
Special Resolution the special resolution to be proposed at the General Meeting in connection with,
among other
things, the approval of the Scheme and the alteration of the Yourgene Articles and
such other
matters as may be necessary to implement the Scheme;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 10 per cent. or more
of the
total voting rights conferred by the equity share capital (as defined in section 548
of the
Companies Act) of such undertaking;
Takeover Offer should the Acquisition be implemented by way of a takeover offer as defined in
section 974
of the Companies Act 2006, the offer to be made by or on behalf of Novacyt UK to
acquire the
entire issued and to be issued share capital of Yourgene and, where the context
requires,
any subsequent revision, variation, extension or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory,
regulatory, professional or investigative body or authority (including any antitrust
or merger
control authority), court, trade agency, professional association, institution,
works council,
employee representative body or any other similar body or person whatsoever in any
jurisdiction;
UK Market Abuse Regulation Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16
April 2014
on market abuse as it forms part of the domestic law of the United Kingdom by virtue
of the
European Union (Withdrawal) Act 2018 (as amended)
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or U.S. the United States of America, its territories and possessions, all areas subject to
its jurisdiction
or any subdivision thereof, any state of the United States of America and the
District of
Columbia;
U.S. Exchange Act the United States Securities Exchange Act of 1934 and the rules and regulations
promulgated
thereunder;
Volume Weighted Average Price the volume weighted average of the per share trading prices of Yourgene Shares on
the London
Stock Exchange as reported through Bloomberg;
Voting Record Time the date and time specified in the Scheme Document by reference to which
entitlements to vote
on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two
days before
the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on
the second
day before the date of such adjourned meeting;
Warrant Certificate the warrant certificates executed by Yourgene and issued to the Warrant Holder
pursuant to
the relevant Warrant Instrument;
Warrant Holder Life Technologies Limited (a subsidiary of Thermo Fisher Scientific Inc.), the
warrant holder
who has been issued Warrants pursuant to the relevant Warrant Instrument and Warrant
Certificate;
Warrant Instruments the 2015 Warrant Instrument, the 2016 Warrant Instrument and the 2017 Warrant
Instrument,
together being the deeds executed by Yourgene governing the issue of the Warrants
and "Warrant
Instrument" means any one of them;
Warrants together being the 2015 Warrants, the 2016 Warrants and the 2017 Warrants;
Wider Novacyt Group Novacyt UK, Novacyt and their respective subsidiary undertakings, associated
undertakings
and any other body corporate, partnership, joint venture or person in which Novacyt
UK, Novacyt
and/or such undertakings (aggregating their interests) have a Substantial Interest
or the
equivalent;
Wider Yourgene Group Yourgene, its subsidiaries, subsidiary undertakings, associated undertakings and any
other
undertaking, body corporate, partnership, joint venture or person in which Yourgene
and/or
such undertakings (aggregating their interests) have a direct or indirect
Substantial Interest
or the equivalent;
Yourgene Yourgene Health plc;
Yourgene Articles the articles of association of Yourgene;
Yourgene Board the board of directors of Yourgene for the time being;
Yourgene Directors the directors of Yourgene for the time being;
Yourgene Group Yourgene and its subsidiaries and subsidiary undertakings;
Yourgene Share Plans the Enterprise Management Incentive (EMI) Share Option Plan operated by Yourgene and
the SIP;
Yourgene Shareholders the holders of Yourgene Shares;
Yourgene Shares the ordinary shares of 0.1 pence each in the capital of Yourgene and "Yourgene
Share" means
any one of them; and
GBP or pence pounds sterling or pence, the lawful currency of the UK.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(c) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated
undertaking" has the meaning given to it by paragraph 19 of
Schedule 6 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 1(b)
thereof which shall be excluded for this purpose; and
(d) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
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END
ACQUPUMAMUPWGCP
(END) Dow Jones Newswires
July 03, 2023 02:01 ET (06:01 GMT)
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