YGEN Yourgene Health Plc

TIDMYGEN

RNS Number : 3355H

Yourgene Health PLC

27 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

FOR IMMEDIATE RELEASE

27 July 2023

RECOMMED CASH OFFER

for

Yourgene Health plc

by

Novacyt UK Holdings Limited

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

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Publication of the Scheme Document, expected timetable of principal events and current trading update

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

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement of Yourgene under Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

Yourgene is pleased to announce that the scheme document in relation to the Scheme (the "Scheme Document") setting out, amongst other things, a letter from the Non-Executive Chairman of Yourgene, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Yourgene Shareholders will be made available today (subject to certain restrictions relating to persons in Restricted Jurisdictions) at https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/ .

Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting and General Meeting are being posted to Yourgene Shareholders. The Scheme Document will also be made available, for information only, to Yourgene Share Plan Participants and, persons with information rights.

Capitalised terms used in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document. All references in this announcement to times are to London time unless otherwise stated.

Recommendation

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 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 Takeover Code.

Accordingly, the Yourgene Directors recommend unanimously that Scheme Shareholders vote in favour (or procure votes in favour) of the Scheme at the Court Meeting and that Yourgene Shareholders vote in favour (or procure votes in favour) of the Resolution 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 13.4 per cent. of the existing ordinary share capital of Yourgene as at the Last Practicable Date.

Notices of the Court Meeting and General Meeting

The Court Meeting and the General Meeting will each be held at Skelton House, Lloyd Street North, Manchester Science Park, Manchester, M15 6SH on 17 August 2023. The Court Meeting will start at 10.00 a.m. and the General Meeting will start at 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

As further detailed in the Scheme Document, to become Effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the Court Meeting and approval of Yourgene Shareholders at the General Meeting.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders' opinion. Whether or not Scheme Shareholders and Yourgene Shareholders intend to attend and/or vote at the Meetings, they are strongly advised to sign and return their Forms of Proxy (by post or by hand) or transmit a proxy appointment or other voting instruction (online or through CREST) for the Meetings as soon as possible.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the appendix to this announcement. If any of the key dates set out in the timetable change, notice of this change will be made by the issuance of an announcement through a Regulatory Information Service.

Cancellation of admission to trading on AIM of Yourgene Shares

Prior to the Scheme becoming Effective, applications will be made to the London Stock Exchange and AIM for the admission of the Yourgene Shares to trading on AIM to be cancelled shortly after the Effective Date, in accordance with Rule 41 of the AIM Rules for Companies.

Current trading and prospects

On 27 April 2023, Yourgene published an unaudited trading update for the 12 months ended FY23. This outlined Yourgene's expectation to report revenues for FY23 of GBP19.0 million, being in line with market expectations and at the mid-point of the guidance range stated in the interim results announcement of 21 December 2022, with the anticipated adjusted EBITDA loss of GBP4.5 million expected to be in line with market expectations. Since the 27 April 2023 trading update, Yourgene continues to expect FY23 revenues to be approximately GBP19.0 million, with an adjusted EBITDA loss of approximately GBP4.5 million which is at the lower end of Yourgene's expectation included in its half year trading update of 21 December 2022 of a loss of GBP3.5 million to GBP4.5 million.

Trading since year-end continues to support market expectations for FY24 and Yourgene's expectations included in its 21 December 2022 half year trading update, with a core revenue growth rate of 20 per cent. or greater. Yourgene expects FY24 adjusted EBITDA to be in line with market expectations.

In January 2023, Yourgene completed a capital raising generating net cash proceeds of approximately GBP6.8 million. As at 31 March 2023, Yourgene had an unaudited cash balance of GBP2.8 million.

As at 26 June 2023, Yourgene's unaudited cash balance was GBP1.88 million, with an unaudited bank debt of GBP2.5 million. As at 24 July 2023, Yourgene's unaudited cash balance was GBP1.3 million, with an unaudited bank debt of GBP2.3 million. Yourgene continues to manage its working capital prudently.

As announced on 13 June 2023, Yourgene has agreed to the conditional disposal of its Taiwanese subsidiary for proceeds of up to US$4.0 million (approximately GBP3.2 million), comprising an initial payment of US$1.0 million payable on the closing date. This transaction is expected to complete in September 2023 subject to receiving regulatory approval from the Taiwanese government.

Yourgene expects to publish its audited results for FY23 in September 2023.

The Scheme Document includes at Part X (Yourgene Profit Forecast) the relevant disclosures required by Rule 28.1 of the Takeover Code in connection with the ordinary course profit forecast provided in its 27 April 2023 unaudited trading update and restated therein.

Information for Yourgene Shareholders and helpline

If you have any questions relating to this announcement or the completion and return of your Forms of Proxy, please contact Yourgene's registrar, Link Group, on +44 (0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls to the helpline from outside the UK will be charged at applicable international rates. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

 
 Yourgene 
 Lyn Rees (Chief Executive Officer)              c/o Stifel 
 Stifel (Rule 3 Adviser and Sole Financial 
  Adviser to Yourgene) 
 Nicholas Moore / Samira Essebiyea /             Tel: +44 (0) 20 7710 
  William Palmer-Brown (Healthcare Investment     7600 
  Banking) 
  Matthew Blawat / Ben Good (UK Investment 
  Banking) 
 Cairn (Nominated Adviser to Yourgene) 
 Liam Murray / Ludovico Lazzaretti               Tel: +44 (0) 20 7213 
                                                  0880 
 Walbrook PR Limited (Media and Investor 
  Relations for Yourgene) 
 Alice Woodings / Lianne Applegarth              Tel: +44 (0) 20 7933 
                                                  8780 or yourgene@walbrookpr.com 
                                                  Mob: +44 (0) 7407 804 
                                                  654 / +44 (0) 7584 391 
                                                  303 
 Novacyt 
 James Wakefield (Chairman)                      c/o Numis 
  James McCarthy (acting Chief Executive 
  Officer) 
 Numis (Financial Adviser and Joint 
  Broker to Novacyt and Financial Adviser 
  to Novacyt UK) 
 Freddie Barnfield / Stuart Ord / Duncan         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 /             Tel: +44 (0) 20 7933 
  Phil Marriage                                   8780 or novacyt@walbrookpr.com 
 

Addleshaw Goddard LLP is providing legal advice to Yourgene.

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

Important Notices

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.

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.

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 is 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 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. 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 3,193,466,515 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

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme.

 
 Event                                            Time and/or date (2023) 
 Publication of the Scheme Document                               27 July 
 Latest time for lodging Forms 
  of Proxy for the: 
 Court Meeting (BLUE Form of                  10.00 a.m. on 15 August (1) 
  Proxy) 
 General Meeting (WHITE Form                  10.15 a.m. on 15 August (2) 
  of Proxy) 
 Voting Record Time for the Court              6.00 p.m. on 15 August (3) 
  Meeting and the General Meeting 
 Court Meeting                                    10.00 a.m. on 17 August 
 General Meeting                              10.15 a.m. on 17 August (4) 
 The following dates are indicative 
  only and are subject to change 
  (5) 
 Court Sanction Hearing                                       7 September 
 Last day of dealings in, and                                 7 September 
  for registration of transfers 
  of, and disablement in CREST 
  of, Yourgene Shares 
 Scheme Record Time                              6.00 p.m. on 7 September 
 Dealings in Yourgene Shares                  at or around 7.30 a.m. on 8 
  suspended                                                     September 
 Effective Date of the Scheme                             8 September (6) 
 Cancellation of admission of                at or around 7.00 a.m. on 11 
  Yourgene Shares to trading on                                 September 
  AIM 
 Latest date for despatch of                                 22 September 
  cheques and crediting of CREST 
  for Consideration due under 
  the Scheme 
 Long Stop Date                                           29 December (7) 
 

Notes:

(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the Court Meeting. A copy of a completed and signed BLUE Form of Proxy not so lodged may be handed to the Chair of the Court Meeting at any time before the time that the Court Meeting is due to commence and will still be valid.

(2) WHITE Forms of Proxy for the General Meeting must be lodged no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time and date set for the General Meeting. WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the date falling two Business Days before the date of the adjourned Meeting.

(4) To commence at 10.15 a.m. or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5) These dates and times are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies.

(6) Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur within one Business Day after the date of the Sanction Hearing, subject to satisfaction or (where capable of waiver), waiver of the Conditions.

(7) This is the latest date by which the Scheme may become Effective unless Novacyt UK and Yourgene agree (and the Panel and, if required, the Court permit) a later date or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 to the Takeover Code.

   (8)   All references in this document to times are to London time unless otherwise stated. 

(9) The dates and times given are indicative only and are based on Yourgene's and Novacyt UK's current expectations and may be subject to change. If any of the expected times and/or dates above change (a) the revised times and/or dates will be notified to Yourgene Shareholders by announcement through a Regulatory Information Service, with such announcement being made available 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/ and (b) if required by the Panel, Yourgene will send notice of the change(s) to Yourgene Shareholders and, for information only to Yourgene Share Plan Participants.

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(END) Dow Jones Newswires

July 27, 2023 02:00 ET (06:00 GMT)