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”)
Completion of Acquisition
Manchester, UK – 25 April 2019: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces the completion of its acquisition of Delta Diagnostics (UK) Limited (“Elucigene”) (the “Acquisition”), as announced on 17 April 2019.
Elucigene is a Manchester-based molecular diagnostics manufacturer and developer with a suite of in-vitro diagnostic CE marked products focused on reproductive health and oncology, including leading products for cystic fibrosis screening 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 solutions, broadening the offering of the Enlarged Group as a leading provider of molecular diagnostic solutions for reproductive health. The Enlarged Group intends to leverage Elucigene’s and Yourgene’s combined skillset to develop and launch additional next generation sequencing and other molecular diagnostic products for commercialisation.
Issue of Equity and Total Voting Rights
Following completion of the Acquisition, application will be made to London Stock Exchange for the admission of the Consideration Shares to trading on AIM. It is expected that Admission will occur and that dealings in the Consideration Shares will commence at 8.00 a.m. on 1 May 2019.
Following Admission of the Consideration Shares, the Company will have 598,999,688 ordinary shares in issue. No ordinary shares are held in treasury. The total number of voting rights in the Company will therefore be 598,999,688. The above figures may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same meanings as defined in the Company’s announcement released on 17 April 2019, detailing the proposed acquisition by the Company of Elucigene.
Lyn Rees, CEO of Yourgene, commented: “We are very pleased to welcome our Elucigene colleagues into the Group. The commercial, scientific and financial opportunities created by the Acquisition are hugely exciting and we look forward to combining our respective Manchester operations.”
For more information, please contact:
Yourgene Health plc
Tel: +44 (0)161 667 1053
Cairn Financial Advisers LLP (Nomad)
|Tel: +44 (0)20 7213 0880|
Stifel Nicolaus Europe Limited (Sole Bookrunner)
|Tel: +44 (0)20 7710 7600|
Vigo Communications (PR)
Tel: +44 (0)20 7390 0238
About Yourgene Health
Yourgene Health is an international molecular diagnostics group which develops and commercialises genetic products and services. The group works in partnership with global leaders in DNA technology to advance diagnostic science.
Our product development, research service and commercial capabilities extend across the lifecycle of genetic test development including regulatory submissions.
Yourgene Health’s first commercialised products are NIPT for Down’s Syndrome and other genetic disorders, targeting a share of an emerging billion-dollar global market.
Prenatal screening is an established clinical practice, but accuracy challenges with traditional methods are driving the need for NIPT and other DNA-based reproductive health testing solutions. Our commercial footprint is already established in the UK, Europe, the Middle East, Africa and Asia.
Through our technical expertise and partnerships, Yourgene Health is aiming to extend its genetic testing offering into complementary areas of reproductive health and oncology.
Yourgene Health is headquartered in Manchester, UK with offices in Taipei and Singapore, and is listed on the London Stock Exchange's AIM market under the ticker "YGEN". For more information visit www.yourgene-health.com and follow us on twitter @Yourgene_Health.
This announcement and the information contained in it (together, the "Announcement") is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR SHARES IN THE CAPITAL OF THE COMPANY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
The Consideration Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
No prospectus or admission document will be made available in connection with the matters contained in this Announcement and no such prospectus or admission document is required (in accordance with the Prospectus Directive (as defined below) or the AIM Rules for Companies) to be published.
No action has been taken by the Company, Cairn or Stifel, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the Consideration Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the Consideration Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.
No public offering of the Consideration Shares is being made in the United States, United Kingdom or elsewhere. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
This communication is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(1)(e) of the EU Directive 2003/71/EC and amendments thereto ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the FSMA and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.
Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively for the Company and no one else in connection with the Placing and they will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel or Cairn (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of their respective affiliates or by any of their respective directors, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Stifel, Cairn or any of their respective affiliates or by any of their respective Representatives in connection with the Company, the Consideration Shares or the Acquisition and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Stifel, Cairn and each of their respective affiliates and each of their respective Representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Stifel, Cairn or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the beliefs of the Company’s directors and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information in this Announcement is subject to change without notice and, except as required by applicable law, none of the Company, Stifel, Cairn or any of their respective affiliates or any of their respective Representatives assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in this Announcement. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. The Consideration Shares will not be admitted to trading on any market other than AIM.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.