TIDMYGEN
RNS Number : 8904L
Yourgene Health PLC
08 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
8 September 2023
RECOMMED CASH OFFER
for
Yourgene Health plc ("Yourgene")
by
Novacyt UK Holdings Limited
(a wholly-owned subsidiary of Novacyt S.A. ("Novacyt"))
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 3 July 2023, the boards of Yourgene and Novacyt announced
that they had agreed the terms of a recommended cash offer pursuant
to which Novacyt UK Holdings Limited, a wholly owned subsidiary of
Novacyt, would acquire the entire issued and to be issued ordinary
share capital of Yourgene (the "Acquisition").
The circular in relation to the Scheme was published on 27 July
2023 (the "Scheme Document").
Capitalised terms used in this Announcement shall, unless
otherwise defined, have the same meaning as set out in Part VII of
the Scheme Document. All references to times in this announcement
are to London time.
On 17 August 2023, the Scheme was approved by the requisite
majority of Scheme Shareholders at the Court Meeting and the
Resolution in connection with the implementation of the Scheme was
passed by the requisite majority of Yourgene Shareholders at the
General Meeting.
Further to the announcement made by Yourgene on 7 September
2023, that the Court had sanctioned the Scheme, Yourgene is pleased
to announce that, following delivery of the Court Order to the
Registrar of Companies today, the Scheme has now become Effective
in accordance with its terms and accordingly, Novacyt UK Holdings
Limited is now the owner of all of the Scheme Shares.
Settlement
Scheme Shareholders on the register of members at the Scheme
Record Time, being 6.00 p.m. on 7 September 2023, are entitled to
receive 0.522 pence in cash for each Scheme Share.
Settlement of the consideration to which each Scheme Shareholder
is entitled will, for Scheme Shareholders holding Scheme Shares in
certificated form, be effected by way of the despatch of cheques,
or, for Scheme Shareholders holding Scheme Shares in uncertificated
form, through the crediting of CREST accounts (or by any other
method approved by the Panel) as soon as practicable and in any
event not later than 22 September 2023.
In the case of Yourgene Shares held by participants under the
SIP, settlement of consideration will be effected through payment
by Yourgene as soon as practicable following receipt by Yourgene of
payment in respect of such consideration from the trustee of the
SIP, in accordance with the letters sent to such participants by
the trustee of the SIP.
As a result of the Scheme becoming Effective, share certificates
in respect of Yourgene Shares will cease to be valid evidence of
title and entitlements to Yourgene Shares held in uncertificated
form within the CREST system will be cancelled.
Suspension of trading and cancellation of admission to trading
on AIM
Dealings in Yourgene Shares on AIM were suspended with effect
from 7.30 a.m. today. An application has been made to the London
Stock Exchange for the de-listing and cancellation of admission to
trading of the Yourgene Shares on AIM, which is expected to take
effect at or around 7.00 a.m. on 11 September 2023.
Dealing disclosures
Yourgene is no longer in an "Offer Period" as defined in the
Takeover Code and accordingly the dealing disclosure requirements
previously notified to Yourgene Shareholders no longer apply.
Enquiries:
Yourgene
Lyn Rees (Chief Executive Officer) c/o Stifel
Stifel (Rule 3 Adviser and Sole Financial
Adviser to Yourgene)
Nicholas Moore / Samira Essebiyea / William 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
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 / Phil Tel: +44 (0) 20 7933
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
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Novacyt and Novacyt UK and no one else in connection
with the matters described in this Announcement. In connection with
such matters, Numis will not regard any other person as its client,
nor will it be responsible to anyone other than Novacyt and Novacyt
UK for providing the protections afforded to clients of Numis or
for providing advice in connection with the contents of this
Announcement or any matter referred to in this Announcement.
Neither Numis nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Numis in connection
with the Acquisition, the matters referred to in this Announcement,
any statement contained herein or otherwise. No representation or
warranty, express or implied, is made by Numis as to the contents
of this Announcement.
S.P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and joint broker to Novacyt and no one
else in connection with the matters described in this Announcement.
and will not be responsible to anyone other than Novacyt for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this
Announcement or any other matters referred to in this Announcement.
Neither SP Angel nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of SP Angel in connection with any matter referred to in this
Announcement or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for Yourgene and no one else in connection with the
matters described in this Announcement and will not be responsible
to anyone other than Yourgene for providing the protections
afforded to clients of Stifel nor for providing advice in
connection with the matters referred to herein. Neither Stifel nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Stifel in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise. No
representation or warranty, express or implied, is made by Stifel
as to the contents of this Announcement.
Cairn Financial Advisers LLP ("Cairn"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated
adviser exclusively for Yourgene. Cairn's responsibilities as
Yourgene's nominated adviser under the AIM Rules for Companies and
AIM Rules for Nominated Advisers are owed solely to the London
Stock Exchange and no other person. Cairn has not authorised and is
not making any representation or warranty, express or implied, as
to the contents of this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rules 26.1 and 26.2 of the Takeover Code will
be made available (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions), free of charge, on
Yourgene's website at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
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 Takeover Code, Yourgene
Shareholders may request a hard copy of this Announcement (and any
information incorporated by reference into this Announcement), free
of charge, by contacting the Yourgene's registrar, Link Group, by:
(i) submitting a request in writing to Link Group, Corporate
Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
(ii) calling +44 (0) 371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 9.00 a.m. and 5.30 p.m.,
Monday to Friday excluding public holidays in England and
Wales.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested.
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END
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