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Yourgene Health plc
(“Yourgene” or the “Company”)

Proposed acquisition of Delta Diagnostics (UK) Limited ("Elucigene")
and
Proposed placing of a minimum of 92,682,928new Ordinary Shares
and
Proposed subscription for 4,878,048new Ordinary Shares

Highlights

● Proposed acquisition of Elucigene, a leading molecular diagnostics manufacturer and developer, complementary to Yourgene’s current and planned product offering

● Acquisition consideration of £9.2 million (comprising £6.3 million cash and £2.9 million equity), includes £0.4 million of net cash, representing an enterprise value of £8.8 million

● £6.3 million cash consideration for the Acquisition to be funded by a non-pre-emptive fundraise (“Fundraise”) comprising a placing of Ordinary Shares to institutional investors and the subscription for Ordinary Shares by certain Directors of Yourgene, in each case at an issue price of 10.25 pence per new Ordinary Share

● Yourgene intends to raise a minimum of £10.0million (before expenses) pursuant to the Fundraise, but has the flexibility to increase the size of the Fundraise to up to approximately £11.8 million (before expenses)
Any proceeds from the Fundraise (net of expenses) in excess of the Cash Consideration will be used to provide additional working capital for the Enlarged Group

● £2.9 million equity consideration for the Acquisition is to be satisfied through the issue of 24,581,111 new Ordinary Shares to Elucigene shareholders at an issue price of 11.7 pence per new Ordinary Share

● Acquisition immediately accretive to earnings, with identified potential cost and revenue synergies, offering an opportunity to accelerate Yourgene’s overall pathway to profitability and free cash flow generation

● Elucigene revenue was £3.6 million for the year ended 31 December 2018, with an associated Adjusted EBITDA of £1.0 million

● Acquisition of Elucigene offers a complementary suite of CE-IVD marked products focused on reproductive health, strengthening the Enlarged Group’s position in the prenatal testing pathway, with pipeline of reproductive health and oncology products

● Increases sales resource materially, including six additional full time employees focused on the European region and an additional 150 new customers (laboratories) added to the Enlarged Group

● Immediate increase in the Enlarged Group’s global footprint, with territories covered increasing from 30 to 57 (through direct or indirect sales)
Elucigene’s PCR (DNA amplifying) technology platform broadens the Enlarged Group’s technology portfolio within molecular diagnostics

● Integration plans prepared to combine Yourgene’s and Elucigene’s Manchester-based head offices

Manchester, UK – 17April 2019: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces that it has conditionally agreed to acquire the entire issued share capital of Elucigene, a leading molecular diagnostics manufacturer and developer, for a total consideration of £9.2 million, on a £0.4 million net cash positive basis, representing an £8.8 million total enterprise value. The consideration will be satisfied by the payment of £6.3 million in cash (the “Cash Consideration”) and the issue of 24,581,111 new Ordinary Shares in the Company at an issue price of 11.7 pence each (representing 5.4 per cent. of the Existing Share Capital) (the “Consideration Shares”). Completion of the Acquisition is conditional, amongst other things, on admission of the Fundraise Shares to trading on AIM becoming effective.

In order to fund the Acquisition and to provide additional working capital for the Enlarged Group, the Company is seeking to raise, through the Fundraise, a minimum of £10.0 million (before expenses), through the issue of 97,560,976 new Ordinary Shares at an issue price of 10.25 pence per new Ordinary Share. The Directors have the flexibility to increase the size of the Fundraise to up to approximately £11.8 million. Further details of the Fundraise are set out below in the section headed “Details of the Fundraise”.

Stifel Nicolaus Europe Limited ("Stifel") is acting for the Company as Sole Bookrunner in relation to the Placing, and Cairn Financial Advisers LLP ("Cairn") is acting as the Company's Nominated Adviser.

Elucigene’s executive management team have agreed to roll approximately 60 per cent. of their shareholdings in Elucigene (representing approximately 20 per cent. of Elucigene’s total issued share capital) into new Ordinary Shares in Yourgene. The Consideration Shares to be issued to such members of the Elucigene’s executive management team will be subject to lock-up restrictions for a period of 12 months.

In connection with the Fundraise, each of the Directors has agreed to 12 month lock-up restrictions in respect of all Ordinary Shares held by him/her as at the date of this Announcement (and including, in the case of Bill Chang and Lyn Rees, their respective Subscription Shares).

Background to Elucigene and the Acquisition

Elucigene is a Manchester-based molecular diagnostics manufacturer and developer with a suite of in vitrodiagnostic CE ("CE-IVD") marked products focused on reproductive health and oncology, including leading products for cystic fibrosis testing and invasive prenatal aneuploidy screening and a pipeline of new diagnostic solutions in development.

Elucigene’s current product portfolio is complementary to Yourgene’s existing non-invasive prenatal testing ("NIPT") solutions, broadening the Group’s offering as a leading provider of molecular diagnostic solutions for reproductive health. Elucigene has launched 36 commercial products and has a pipeline of new diagnostic solutions in development. Elucigene’s current commercial offering includes leading products for:

● Cystic Fibrosis screening, which is routinely performed on newborn babies as part of the newborn blood spot test (more commonly known as the “heel prick test”);
● invasive rapid aneuploidy testing;
● male infertility testing; and
● genetic disease testing.

The Enlarged Group will have an increased depth of products across reproductive health and will leverage its combined skillset to develop and launch additional next generation sequencing (“NGS”) and other molecular diagnostic products for commercialisation.

Elucigene’s geographic reach is complementary to Yourgene’s existing footprint, creating significant cross-selling opportunities within existing and new territories. The Acquisition will add 150 new laboratory customers worldwide and expand Yourgene’s commercial footprint, with direct or indirect sales increasing from 30 to 57 territories. The Acquisition will also materially increase the Enlarged Group’s sales resources, especially in Europe, with six additional sales persons focused on the region.

The integration of the two businesses will create an Enlarged Group of increased scale and the Directors believe that it will accelerate Yourgene’s road to profitability and free cash flow generation. Elucigene’s premises are located within one kilometre of Yourgene’s current head office. Given this geographical proximity, Yourgene has identified potential cost synergies, including with the opportunity to combine the operations of Yourgene and Elucigene onto a single site.

For the year ended 31 December 2018, Elucigene generated revenues of £3.6 million and Adjusted EBITDA of £1.0 million.

Elucigene's surplus cash at completion of the Acquisition will be paid to the sellers of Elucigene, but that payment will be funded by Elucigene's balance sheet, not the Company or the Fundraising.

Details of the Fundraise

Pursuant to the Fundraise, the Company is seeking to raise a minimum of £10.0 million (before expenses), by way of:

●  the Placing of a minimum of 92,682,928 new Ordinary Shares to institutional investors; and

● the Subscription for 4,878,048 new Ordinary Shares (in aggregate) by Directors, Bill Chang and Lyn Rees.

The Directors have the ability to increase the size of the Placing to up to approximately £11.8 million.

In connection with the Fundraise, each of the Directors has agreed to 12 month lock-up restrictions in respect of all Ordinary Shares held by him/her as at the date of this Announcement (and including, in the case of Bill Chang and Lyn Rees, their respective Subscription Shares).

The new Ordinary Shares to be issued pursuant to the Fundraise represent approximately 21.3 per cent. of the Existing Share Capital and will, when issued, rank pari passuin all respects with the Company's existing Ordinary Shares.

The Placing

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuilding process which will be launched immediately following this Announcement and will be subject to the Terms and Conditions set out in Appendix II. The exact number of Placing Shares to be placed with investors will be determined by the Company and Stifel at the close of the bookbuilding process and will be announced by the Company shortly thereafter. The timing of the closing of the bookbuilding process and of the allocations are at the discretion of the Company and Stifel.

The Placing is conditional, inter alia, upon:

● the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission;

● the Company raising gross proceeds of not less than £10.0 million pursuant to the Fundraise; and

● Admission becoming effective by no later than 8.00 a.m. on 25 April 2019 or such later time and/or date (being no later than 8.00 a.m. on 9 May 2019) as Stifel and the Company may agree.

If any of the Conditions are not satisfied, the Placing Shares will not be issued and all monies received from Placees and Subscribers will be returned to them. The Placing Agreement contains warranties from the Company in favour of Stifel and Cairn in relation to (amongst other things) the Group and its business. In addition, the Company has agreed to indemnify Stifel and Cairn and each of their respective Associates (as defined in the Placing Agreement) in relation to certain liabilities they may incur in undertaking the Placing. Stifel has the right to terminate the Placing Agreement in certain limited circumstances prior to Admission, in particular, Stifel may terminate in the event that there has been a material breach of any of the warranties or a Material Adverse Change (as defined in the Placing Agreement).The Placing is not conditional on completion of the Acquisition. The Placing may therefore complete while the Acquisition does not. In the event that admission of the Fundraise Shares becomes effective to trading on AIM but completion of the Acquisition does not occur, the Directors' current intention is that the net proceeds of the Placing will be applied to fund the Acquisition and the Company's additional organic and inorganic growth opportunities.

Pursuant to a share lock-in deed between the Company and Life Technologies Limited ("Thermo Fisher") dated 17 March 2019, the Company has granted Thermo Fisher certain rights to participate in future issuances of Ordinary Shares and other securities by the Company on a pro rata basis for so long as Thermo Fisher is a holder of Ordinary Shares (the "Pre-emptive Rights"). The Pre-emptive Rights allow Thermo Fisher to participate in any such share and securities issuances on the same terms as other participating investors, subject to certain limited exceptions which do not apply in the context of the Fundraise or the issue of the Consideration Shares or the grant of the New Options. Thermo Fisher will therefore have an opportunity to participate in the Fundraise and the grant of New Options pursuant to the operation of its Pre-emptive Rights. Should Thermo Fisher elect to exercise its Pre-emptive Rights in connection with the Fundraise and the New Options after the closing of the bookbuilding process being undertaken by Stifel in connection with the Placing, it is envisaged that (subject to sufficient shareholder authorities being put in place in order to issue new Ordinary Shares and New Options to Thermo Fisher) the Company will issue up to 10,500,000 further new Ordinary Shares and grant New Options over up to 1,050,000 further new Ordinary Shares to Thermo Fisher following completion of the Fundraise, which would have an immediate dilutive impact on other shareholders (including those who participate in the Fundraise).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement (including the Appendices) in this entirety and to be making such offer on the terms and subject to the conditions in Announcement, and to be providing the representations, warranties and acknowledgements contained in Appendix II.

Your attention is drawn to the detailed Terms and Conditions of the Placing set out in Appendix II to this Announcement.

The Subscription

Each of Bill Chang and Lyn Rees have entered into conditional Subscription Letters pursuant to which they have agreed to subscribe for 4,634,146 and 243,902 new Ordinary Shares, respectively. The Subscription is conditional upon completion of the Placing.

In connection with the Fundraise, each of the Directors has agreed to 12 month lock-up restrictions in respect of all Ordinary Shares held by him/her as at the date of this Announcement (and including, in the case of Bill Chang and Lyn Rees, their respective Subscription Shares).

Application will be made to London Stock Exchange for the admission of the Fundraise Shares to trading on AIM. It is expected that admission will occur and that dealings in the Fundraise Shares will commence at 8.00 a.m. on or around 25 April 2019, at which time it is also expected that the Fundraise Shares will be enabled for settlement in CREST.

Lyn Rees, CEO of Yourgene, commented: “The acquisition of Elucigene will strengthen Yourgene’s product portfolio within reproductive health and produce cross-selling opportunities across our client bases. The combination of the businesses will immediately increase our commercial footprint to 57 territories, adding an additional 150 customers to the Enlarged Group into which we will aim to cross-sell our respective complementary products. We have a unique opportunity to bring our skill sets together under one roof, expand our combined sales force and leverage our respective technical and regulatory expertise and partnerships to extend our genetic testing offering. We are excited to be consolidating our position within molecular diagnostics and accelerating our road to profitability.”

Mark Street-Docherty, CEO of Elucigene, commented:“We believe strongly in the rationale for bringing Elucigene’s business together with Yourgene’s and this is reflected in the executive management team of Elucigene rolling the majority of its equity into Yourgene. We look forward together to continuing to deliver innovative products that improve patient outcomes.”

For more information, please contact:

Yourgene Health plc
Lyn Rees, Chief Executive Officer
Barry Hextall, Chief Financial Officer
Joanne Cross, Head of Marketing
This email address is being protected from spambots. You need JavaScript enabled to view it.
Tel: +44 (0)161 667 1053

Cairn Financial Advisers LLP (Nomad)
Liam Murray / James Caithie / Ludovico Lazzaretti
Tel: +44 (0)20 7213 0880

Stifel Nicolaus Europe Limited (Sole Bookrunner)
Nicholas Moore / Matthew Blawat / Ben Maddison
Tel: +44 (0)20 7710 7600

Vigo Communications (PR)
Ben Simons / Fiona Henson / Antonia Pollock
This email address is being protected from spambots. You need JavaScript enabled to view it.

  • 25 April 2019 - Completion of Acquisition +

    THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS DOCUMENT.

    Yourgene Health plc
    (“Yourgene” or the “Company”)

    Read More
  • 17 April 2019 - Proposed acquisition of Delta Diagnostics (UK) Limited +

    Yourgene Health plc
    (“Yourgene” or the “Company”)

    Proposed acquisition of Delta Diagnostics (UK) Limited ("Elucigene")
    and
    Proposed placing of a minimum of 92,682,928new Ordinary Shares
    and
    Proposed subscription for 4,878,048new Ordinary Shares

    Highlights

    ● Proposed acquisition of Elucigene, a leading molecular diagnostics manufacturer and developer, complementary to Yourgene’s current and planned product offering

    ●  Acquisition consideration of £9.2 million (comprising £6.3 million cash and £2.9 million equity), includes £0.4 million of net cash, representing an enterprise

    Read More
  • 8 April 2019 - Full-year Trading Update +

    Yourgene Health plc

    (“Yourgene”, the “Company” or the “Group”)

    Full-year Trading Update

    Manchester, UK 8 April 2019 : Yourgene Health (AIM : YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces a trading update for the year ended 31 March 2019.

    Trading Highlights

    ●  Unaudited revenues were ahead of market expectations, increasing by 45% to over £8.9m (2018: £6.1m), with growth in all active regions
    ●  Test volumes increased by 67% to

    Read More
  • 25 March 2019 - Yourgene raises IONA® test awareness in Egypt with British Ambassador (2) +

    Yourgene Health plc

    (“Yourgene” or the “Company”)

    Yourgene raises IONA® test awareness in Egypt with British Ambassador

    Manchester, UK 25 March 2019 : Yourgene Health ( AIM : YGEN ) , the international molecular diagnostics group which commercialises genetic products and services, has held an event in Egypt to raise awareness of the IONA® test, a non-invasive prenatal DNA test for Down’s syndrome, amongst the clinical community.

    The event was attended by His Excellency Sir Geoffrey Adams, the British

    Read More
  • 18 February 2019 - Yourgene Health Announces Capital and Commercial Restructuring with Major Shareholder +

    Yourgene Health plc

    (“Yourgene” or the “Company”)

    Yourgene Health Announces Capital and Commercial Restructuring

    with Major Shareholder

    Manchester, UK – 18 February 2019: Yourgene Health (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces a restructuring of its financial and commercial relationship with Life Technologies Limited (“Life Technologies”).

    Lyn Rees, CEO of Yourgene Health, commented:

    “I am delighted with the restructuring of our relationship with Life Technologies, which places Yourgene

    Read More
  • 8 January 2019 - High throughput NIPT solution for clinical laboratories +

    Yourgene Health plc
    (“Yourgene”, the “Company”)
     
    Yourgene launches Sage™ 32 plex
     
    High throughput NIPT solution for clinical laboratories
     
    Manchester, UK – 8 January 2019: Yourgene Health (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, is pleased to announce the launch of the Sage™ 32 plex test, a new high throughput non-invasive prenatal testing (“NIPT”) and analysis solution for clinical laboratories. 
     
    Sage™ 32 plex uses the latest
    Read More
  • 3 December 2018 - Half-year Results +

    yourgene health logo RGB

    Yourgene Health plc
    (“Yourgene”, the “Company” or the “Group”)

    Half-year Results

    Manchester, UK – 3 December 2018: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces its unaudited half-year results for the six months ended 30 September 2018.

    Financial highlights

    •    Revenues increased by 45% to £3.9m (H1 2017-18: £2.7m)
    •    Gross profit up 49% to £2.0m (H1 2017-18: £1.3m)
    •    General administrative expenses down 4% to

    Read More
  • 7 November 2018 - Change of Name to Yourgene Health plc & Change of Website Address +

    Premaitha Health plc
    (“Premaitha” or the “Group”)

    Change of Name to Yourgene Health plc
    &
    Change of Website Address

    Manchester, UK – 7 November 2018: Premaitha Health plc, the international molecular diagnostics group which commercialises genetic products and services that positively impact human health, is pleased to confirm the renaming of the Group as Yourgene Health plc (“Yourgene Health”).

    Further to the special resolution approved at the Group’s Annual General Meeting on 25 October 2018,

    Read More
  • 12 October 2018 - Trading Update & Notice of Results +

    Premaitha Health plc
    (“Premaitha” or the “Group”)

    Trading Update & Notice of Results

    Manchester, UK – 12 October 2018: Premaitha Health plc (AIM: NIPT), a leading international molecular diagnostics group, is pleased to provide an update on trading for the six-month period ended 30 September 2018 (“H1”).

    H1 revenues were approximately £3.9 million, an increase of 45 per cent over the corresponding period last year. The Company has made a strong start to the second

    Read More
  • 04 October 2018 - $1 million collaboration agreement +

    Premaitha Health PLC
    (“Premaitha,” the “Company” or the “Group”)

    $1 million collaboration agreement
    Partnership to provide genetic testing based on next generation sequencing for oncology

    Manchester, UK – 4 October 2018: Premaitha (AIM: NIPT), a leading international molecular diagnostics group, announces a new partnership agreement between the Group’s Yourgene Bioscience division (“Yourgene”) and a leading clinical research organisation in Taiwan (the “Partner”), to deliver next generation sequencing (“NGS”) testing in oncology.

    Under the terms of

    Read More
  • 28 September 2018 - Proposed fundraise to raise approximately £2.5 million +

    THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

    Read More
  • 28 September 2018 - Full year results to 31 March 2018 and half-year trading update +

    Premaitha Health PLC
    (“Premaitha,” the “Company” or the “Group”)

    Full year results to 31 March 2018 and half-year trading update

    Manchester, UK – 28 September 2018: Premaitha (AIM: NIPT), a leading international molecular diagnostics group, announces its full year results for the twelve months ended 31 March 2018; and provides an update on trading in the current financial year to date.  

    Financial highlights

    Revenues increased by 100% to £6.15m (2017: £3.08m), including the first

    Read More
  • 20 September 2018 - Senior Commercial Appointment and Anticipated Directorate Change +

    Premaitha Health plc
    (“Premaitha” or the “Group”)

    Senior Commercial Appointment and Anticipated Directorate Change

    Manchester, UK – 20 September 2018: Premaitha Health plc (AIM: NIPT), a leading international molecular diagnostics group, is pleased to announce the appointment of Mr Hayden Jeffreys to a senior commercial role within the Group and that he will be appointed to the Board as Group Commercial Director upon completion of the customary directorate appointment due diligence.

    Hayden has over 20

    Read More
  • 19 September 2018 - Legal Settlement and Licence Agreement with Illumina +

    Premaitha Health plc
    (“Premaitha” or the “Group”)

    Legal Settlement and Licence Agreement with Illumina

    Manchester, UK – 19 September 2018: Premaitha Health plc (AIM: NIPT), a leading  international molecular diagnostics group, is pleased to announce that the Group has entered into a legal settlement and a licence and supply partnership agreement with Illumina Inc. (“Illumina”) (the “Agreements”), resolving the current non-invasive prenatal testing (“NIPT”) patent infringement litigation.  

    Key Terms of the Agreements

    ●  Premaitha

    Read More
  • 4 July 2018 - Board Changes +

    Premaitha Health plc
    (“Premaitha” or the “Group”)

    Board Changes

    Manchester, UK – 4 July 2018: Premaitha Health plc (AIM: NIPT), a leading international molecular diagnostics group, is pleased to announce the appointment of Mr Lyn Rees as Chief Executive Officer and Mr Keng Hsu as Chief Operating Officer (Asia).  Dr Stephen Little, currently Chief Executive Officer, will move to the role of Executive Vice Chairman of the Group.

    Alan Chang, Non-executive Director, will step down

    Read More
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Pregnant lady sitting at table with Laptop

Investor Relations
Ben Simons / Fiona Henson / Antonia Pollock
Vigo Communications
Sackville House
40 Piccadilly
London W1J 0DR
yourgene@vigocomms.com
T : +44 (0) 20 7390 0230

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