TIDMNCYT
RNS Number : 8942L
Novacyt S.A.
08 September 2023
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Novacyt S.A.
("Novacyt", the "Company" or the "Group")
Completion of acquisition of Yourgene Health plc and Board
appointments
Acquisition adds scale and diversification to create a stronger
global diagnostics business, with a complementary suite of genomic
technologies and services
Paris, France and Eastleigh, UK - 8 September 2023 - Novacyt
(EURONEXT GROWTH: ALNOV; AIM: NCYT), an international specialist in
clinical diagnostics, announces the completion of the acquisition
by Novacyt UK Holdings Limited ("Novacyt UK"), a wholly-owned
subsidiary of Novacyt, of the entire share capital of Yourgene
Health plc ("Yourgene"), an international molecular diagnostic
group (the "Acquisition"). The Acquisition has been implemented by
way of a scheme of arrangement between Yourgene and its
shareholders under Part 26 of the UK Companies Act 2006 (the
"Scheme").
Further to the announcements made by the Company and Yourgene on
7 September 2023, that the Court had sanctioned the Scheme, the
Company 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 is now the owner of the entire issued share capital of
Yourgene.
Yourgene's announcement regarding the Scheme becoming Effective,
including details on settlement and the timing for the suspension
of trading and subsequent delisting and cancellation of admission
to trading on AIM for Yourgene Shares can be viewed here:
polaris.brighterir.com/public/yourgenehealth/news/rns/story/rmv3q2r
Yourgene is an international integrated technologies and
services business, enabling the delivery of genomic medicine. It
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. Yourgene is headquartered in Manchester, UK with
offices in Taipei (divestment pending), Singapore, the U.S. and
Canada.
The Acquisition is a key strategic milestone for Novacyt,
creating a larger, specialist international diagnostics company,
adding scale and diversification to accelerate revenue growth and
build long term value. The Enlarged Group will have a broader
product portfolio and complementary expertise, strengthening the
Company's market position and enabling Novacyt to deliver more
integrated solutions to its customers. With Novacyt's strong
financial position and complementary resources, the Novacyt Board
believes the Company is well-placed to accelerate the growth of
Yourgene's core NIPT offering, Ranger(R) Technology and PCR
portfolio to the benefit of the Enlarged Group.
In accordance with the terms of the Acquisition, both Dr John
Brown and Lyn Rees (Yourgene's former Chairman and CEO
respectively) will join the board of Novacyt as non-executive and
executive director respectively, first as non-voting members, then
as full members, subject to shareholder ratification at the next
AGM.
James McCarthy, Acting Group CEO of Novacyt, commented : "The
acquisition of Yourgene is an important strategic milestone for
Novacyt, broadening the scale and depth of our expertise and adding
a complementary suite of products and services in the exciting area
of genomic medicine. I am delighted to welcome Lyn and his team to
Novacyt and look forward to working together as we continue to
develop new innovative diagnostic solutions to improve healthcare
outcomes and drive the growth of the business."
Co mmenting on the Acquisition, Lyn Rees, Chief Executive
Officer of Yourgene, said: "I am excited to join the Novacyt team
and look forward to continuing the evolution of Yourgene and the
Enlarged Group. With the combined resources and expertise within
the Enlarged Group, we are well placed to unlock the full potential
of our technologies and services and deliver greater value to our
customers."
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in Part VII of
the scheme document published by Yourgene on 27 July 2023 in
connection with the Scheme.
Regulatory Disclosures
Save for the information set out above and below, there are no
further disclosures to be made in accordance with Rule 17, Schedule
Two (g) of the AIM Rules for Companies in respect of the
appointments of Mr John Robert Brown, aged 68, and Mr Lyn Dafydd
Rees, aged 50.
Director Current Directorships Past Directorships (previous
5 years)
Mr John Brown CALCIVIS Ltd Acacia Pharma Group Plc
Craigmhor Consulting Ltd BioCity Investments Limited
DRC Management III LLC BioCity Group Limited
2 BioCity Nottingham Limited
Drug Royalty III GP LLC Cell Therapy Catapult
JWEB Limited Limited
Laverock Therapeutics Mobius Technology Limited
Ltd Synpromics Ltd
Yourgene Health plc
---------------------------------- -----------------------------
Mr Lyn Rees Delta Diagnostics (UK) Abingdon Health plc
Limited
My HealthChecked Plc (previously
Concepta Plc)
LJ Consultancy Ltd
Yourgene Health France
SASU
Yourgene Health Inc (USA)
Yourgene Health Canada
Inc
Yourgene Health Plc (previously
Premaitha Health plc)
Yourgene Genomic Services
Limited
Yourgene Health Singapore
Co. Pty
Yourgene Health Taiwan
Ltd
Yourgene Health UK Limited
(previously
Premaitha Ltd)
---------------------------------- -----------------------------
Mr Rees and Mr Brown do not hold any ordinary shares of EUR1/15
each in the Company.
Contacts
Novacyt SA +44 (0)23 8074 8830
James Wakefield, Non-Executive
Chairman
James McCarthy, Acting Chief Executive
Officer
SP Angel Corporate Finance LLP (Nominated
Adviser and Broker) +44 (0)20 3470 0470
Matthew Johnson / Charlie Bouverat (Corporate
Finance)
Vadim Alexandre / Rob Rees (Corporate Broking)
Numis (Financial Adviser and Joint Broker
to Novacyt and Financial Adviser to Novacyt
UK) +44 (0)20 7260 1000
Freddie Barnfield / Stuart Ord / Duncan
Monteith / Jack McLaren
Allegra Finance (French Listing Sponsor) +33 (1) 42 22 10 10
Rémi Durgetto / Yannick Petit r.durgetto@allegrafinance.com
/ y.petit@allegrafinance.com
Walbrook PR (Financial PR & IR) +44 (0)20 7933 8780
Stephanie Cuthbert / Anna Dunphy novacyt@walbrookpr.com
/ Phillip Marriage
About 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. The Company
provides customers with a seamless sample-to-result workflow using
its integrated and scalable instrumentation/solutions. The Company
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 one of the world's most varied and comprehensive
range of qPCR assays, covering human, veterinary, biodefence,
environmental, agriculture and food testing.
Novacyt is headquartered in Vélizy in France with offices in
Stokesley and Eastleigh, UK, and is listed on the London Stock
Exchange's AIM market ("NCYT") and on the Paris Stock Exchange
Euronext Growth ("ALNOV").
For more information, please refer to the website:
www.novacyt.com
About Yourgene Health
Yourgene Health is an international integrated technologies and
services business, enabling the delivery of genomic medicine. The
Group 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. The Group'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 our 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 UK and
Taiwan focusing on precision medicine and reproductive health,
including NIPT.
Yourgene Health is headquartered in Manchester, UK with offices
in Taipei, Singapore, the US and Canada, and is listed on the
London Stock Exchange's AIM market under the ticker "YGEN".
For more information visit https://yourgenehealth.com/ and
follow us on twitter @Yourgene_Health.
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.
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