TIDMYGEN
RNS Number : 7465L
Yourgene Health PLC
07 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
7 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
Court sanction of the Scheme of Arrangement
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") pursuant to a
Court-sanctioned scheme of arrangement of Yourgene under Part 26 of
the Companies Act 2006 (the "Scheme").
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.
Scheme sanctioned by Court
Further to the announcement made by Yourgene on 17 August 2023
in relation to the passing of the Resolutions required to approve
and implement the Scheme at the Court Meeting and the General
Meeting, Yourgene is pleased to announce that at the Court Sanction
Hearing held earlier today the Court issued the Court Order
sanctioning the Scheme.
The Scheme is conditional only upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
occur on 8 September 2023, such date being the Effective Date.
Next steps and timetable
There has been no change to the expected timetable of principal
events for the Acquisition set out in the Scheme Document.
Yourgene confirms that the last day of dealings in, and for
registration of transfers of, and disablement in CREST of, Yourgene
Shares will be 7 September 2023 and the Scheme Record Time will be
at 6.00 p.m. on 7 September 2023. Scheme Shareholders whose names
appear on Yourgene's register of members at the Scheme Record Time
will, upon the Scheme becoming effective in accordance with its
terms, be entitled to receive consideration as provided for in the
Scheme Document. It is intended that, 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.
Dealings in Yourgene Shares on AIM will be suspended at or
around 7.30 a.m. on 8 September 2023. The suspension is made
pursuant to Yourgene's application to the London Stock Exchange and
is being effected as part of the Scheme. It is expected that,
subject to the Scheme becoming Effective on 8 September 2023, the
cancellation of the admission to trading of the Yourgene Shares on
AIM will take effect at or around 7.00 a.m. on 11 September
2023.
If any of the expected times and/or dates change, the revised
times and/or dates will be notified to Yourgene Shareholders by
issuing an 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/ .
A further announcement will be made when the Scheme has become
Effective and when the Yourgene Shares have been de-listed and
cancelled from trading.
Full details of the Acquisition are set out in the Scheme
Document.
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
Acquisition is being made solely through and on the terms set out
in the Scheme Document.
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. 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 Takeover 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 Takeover 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 are 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 being 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 prepared in accordance with English law, the
AIM Rules, the Takeover 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.
All financial information that is included in this Announcement
or in the Scheme Document, or any other documents relating to the
Acquisition, has been or will 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.
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.
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. 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 Takeover
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 Takeover 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 Takeover 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 Takeover 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 Takeover 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.
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END
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