fbpx
previous arrow
next arrow
Slider

Yourgene Health plc

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

Proposed Acquisition and Placing to raise a minimum of £13 million

Manchester, UK – 4 August 2020: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group, today announces a proposed placing (the "Placing") of new ordinary shares of 0.1 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 17 pence per share (the "Placing Price") to raise a minimum of £13 million. The Company also announces that it has conditionally agreed to acquire the entire issued share capital of Coastal Genomics, Inc. (“Coastal Genomics”), a sample preparation technology company based in Vancouver, Canada (the "Acquisition").

Highlights

• Coastal Genomics is a sample preparation technology company which will enable the Company to extend its offering and IP portfolio in the DNA sample preparation sector.
• Acquisition consideration of up to US$13.5 million, comprising initial consideration of US$3 million in cash and US$2.5 million in equity and contingent consideration of up to US$8.0 million payable in cash and equity.
• Proposed Placing to fund the initial cash consideration for the Acquisition and for general corporate and working capital purposes. Additional funds may also be used to accelerate the Company’s commercial activities, including new products and services such as the IONA® Nx NIPT workflow and our COVID-19 testing capacity. Any excess funds will be used to support further M&A activity.
• Placing to be conducted by way of an accelerated bookbuild process (the "Bookbuild") by Nplus1 Singer Capital Markets Limited ("N+1 Singer"), sole bookrunner in connection with the Placing, which will be launched in accordance with the Terms and Conditions set out in this Announcement and its Appendix, immediately following the release of this Announcement.
• The Placing is being conducted pursuant to the Company’s existing share authorities and is therefore not conditional upon the approval of the Company's shareholders.
• The Placing Price represents a discount of approximately 2.9 per cent. to the closing middle market price of 17.5 pence of an Ordinary Share on 3 August 2020, being the latest practicable trading day prior to the publication of this Announcement.

Rationale for the Placing and the Acquisition

Growth Plans

Additional funds will enable the Company to progress organic and inorganic growth plans including:

• further acceleration of its commercial global footprint, specifically planned recruitment for the US and enlarged European market
• greater financial resources to manage the exciting launch of the IONA® Nx NIPT Workflow across existing and new regions
• more opportunity to expand Yourgene’s COVID-19 testing capacity, in line with future demand profiles
• accelerate its internal R&D pipeline to support our planned and growing product portfolio
• accelerate its M&A pipeline without needing further recourse from the capital markets

The Acquisition

The Company has conditionally agreed to acquire the entire issued share capital of Coastal Genomics for a total consideration of up to US$13.5 million, comprising initial consideration of US$3 million in cash and US$2.5 million in equity, and contingent consideration of up to US$8.0 million payable in cash and equity.

Key investment highlights of the Acquisition include:

• offering complementary DNA sample preparation technology which enables customers to choose and use Yourgene for a wider range of diagnostic and genomics solutions;
• adding core IP-based technology which is key for the future genomic diagnostic industry, especially NIPT and Oncology, and expanding Yourgene’s technology portfolio with a further 5 patents in 13 jurisdictions;
• opportunities to grow the Company’s blue-chip customer base and industry partners, in particular in the US;
• the ability to offer cost-effective, automated solutions for repeatability and laboratory efficiency;
• increasing its geographical penetration in the US and Canada, supplementing existing coverage in the UK, Europe, MEA and Asia;
• the ability to accelerate the Company’s diversification into the oncology market and provide access to the DNA sample preparation market. Yourgene was an early adopter of this technology which is now core to both Thermo and Illumina NIPT platforms, offering a valuable differentiator to our customer base;
• opportunity for reagent pull and margin improvement from utilising the Company's reagent manufacture capability;
• Yourgene is the only NIPT company of its direct competitors to utilise the technology during the NGS workflow;
• leverage the Company's technical and regulatory expertise and partnerships to extend the Company's genetic testing offering; and
• fragmented market with minimal medium-sized entities, presents opportunity for consolidation.

The Board believes that Coastal Genomics’ business is at an inflexion point following technology validation phases with its strategic blue-chip commercial partners. The Company was an early adopter of the technology used by Coastal Genomics, has spent over two years evaluating this technology (and has a non-exclusive supply agreement to provide Lightbench), has already embedded it into its own products, IONA® Nx NIPT Workflow and Sage™ 32plex, and has trained the Company’s technology team on frontline Lightbench Platform support.

The Placing

The net proceeds of the Placing will be used to fund the initial cash consideration for the Acquisition and provide additional general working capital to the acquired business and the enlarged group.

The Acquisition is conditional on the admission of the Placing Shares to trading on AIM, a market operated by the LSE ("AIM") becoming effective ("Admission"), and also on procedural completion steps. The Placing is not conditional on the Acquisition completing. The Placing may therefore complete while the Acquisition does not, or the Acquisition completion is delayed. In the unlikely event that Admission becomes effective but the Acquisition does not complete or is delayed, the Company's current intention is to redeploy the portion of proceeds to be used for the Acquisition into the organic and inorganic growth opportunities described above.

Background to Coastal Genomics and the Acquisition

Coastal Genomics is an ISO 9001 accredited, Vancouver-based sample preparation technology company with proprietary ownership of Ranger® Technology, facilitating cfDNA (circulating free DNA) with primary applications in NIPT (non-invasive prenatal testing) and in oncology.

For its financial year ended 31 December 2019, Coastal Genomics delivered unaudited revenues (under Canadian ASPE standards) of US$0.6m, an increase of 25% on the previous year. As an early stage company it generated an EBITDA loss of US$0.6m (reflecting early stage pre-inflexion). Coastal Genomics had net assets of US$0.8m as at 31 December 2019 before non-continuing loans. The acquisition is being undertaken on a zero net working capital basis and the consideration will be adjusted accordingly.

The Directors believe there are opportunities for commercial synergies, including:

• leveraging Yourgene’s commercial engine for sales of Coastal products, and cross-selling Group products through Coastal;
• applying Coastal Genomics’ technical support in North America to support wider Group activities;
• Yourgene scalability support, for example, in ERP and operations;
• Group margin improvement through vertical integration.

Completion of the Acquisition ("Completion") is expected to occur on Admission.

Acquisition Consideration

The consideration will include both upfront and deferred payments to the shareholders of Coastal Genomics. Additional consideration will be payable in tranches of shares and cash based on the achievement of accelerated growth objectives. The contingent share consideration can be paid in cash at the Company’s discretion in certain circumstances.

The total consideration payable by the Company will be up to US$13.5m and will comprise the following:

• cash consideration on Completion of US$3.0m;
• consideration of US$2.5m payable by the issuance on Completion of Initial Consideration Shares at a price of 18.3 pence per share (as described below);
• two further elements of consideration of US$1.0m each for early strategic customer wins, payable in ExchangeCo Shares and Ordinary Shares at a price of up to 18.3 pence per share, and subject to lock-up periods of 12 months;
• contingent cash consideration of US$2.0m should Coastal Genomics generate revenues of at least US$4.0m for the year ended 31 March (“FY”) 2022; and
• contingent cash consideration of US$4.0m should Coastal Genomics generate revenues of at least US$8.5m in FY23.

The cash earn-outs achievable in respect of FY22 and FY23 are expected to be funded by the enlarged group’s future cash flows.

The Acquisition will involve the issuance on Completion of:

(i) new Ordinary Shares in the Company to one of the sellers at a price of 18.3 pence per Ordinary Share (the "Company Consideration Shares"); and
(ii) new shares in Yourgene Health Canada Investments Ltd, a subsidiary of Yourgene Health plc, incorporated under the laws of British Columbia, Canada (the "ExchangeCo Shares" and, together with the Company Consideration Shares, the "Initial Consideration Shares"). The ExchangeCo Shares will not carry voting rights, but will participate in any Group dividends on an equivalent basis and will be capable of being exchanged for Ordinary Shares in the Company at a price of 18.3 pence per Ordinary Share at any time after Completion.

Key members of the Management team and staff of Coastal Genomics will be incentivised to remain with the business via the contingent consideration referred to above. All share based consideration will be subject to an initial lock-up period (in the case of the shares issued on Completion, for three years from Completion and, in the case of shares issues in respect of strategic customer wins, for 12 months after issuance) and subsequent orderly market arrangements.

Details of the Placing

The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being, this "Announcement").

N+1 Singer is acting as sole bookrunner in connection with the Placing. The book will open with immediate effect following the release of this Announcement. The timing of the closing of the book, pricing and allocations are at the absolute discretion of N+1 Singer and the Company. The results of the Placing will be announced as soon as practicable after the close of the Bookbuild.

Certain of the Directors of the Company have indicated their intention to subscribe for Ordinary Shares in the Placing or in the open market shortly after Completion. Further details of the Placing and any participation by the Directors will be set out in the announcement to be made on the closing of the Placing.

Pursuant to the placing agreement between the Company, N+1 Singer and Cairn Financial Advisers LLP (the "Placing Agreement"), N+1 Singer has agreed, subject to the terms and conditions set out therein, to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price. Pursuant to the Placing Agreement, N+1 Singer has agreed, subject to the parties entering into the term sheet and the Placing Agreement not having been terminated in accordance with its terms, to pay an amount equal to the Initial Cash Consideration to the Company on the date of Admission in order to enable the Company to satisfy the Initial Cash Consideration payable under the Acquisition Agreement upon completion of the Acquisition. Any further net proceeds of the Placing will, to the extent actually received by N+1 Singer from Placees, be paid to the Company as soon as reasonably practicable thereafter.

Placing Shares and initial consideration Ordinary Shares

Pursuant to the Placing, the Company is seeking to raise a minimum of £13 million; the aggregate of the Placing Shares and the Company Consideration Shares, represent approximately 12.4 per cent. of the existing issued ordinary share capital of the Company. The Placing Shares and the Company Consideration Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Any Ordinary Shares which may be issued following the subsequent exchange of the ExchangeCo Shares, in aggregate, represent approximately 1.7 per cent. of the existing issued ordinary share capital of the Company and, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. Should all future potential earn-out be achieved, it is expected that a further 8,342,719 shares (assuming an exchange rate of US$1.31) will be issued.

Admission, Settlement and Dealings

Application will be made to London Stock Exchange plc (the "LSE") for the Placing Shares to be admitted to trading on AIM. It is expected that settlement of the Placing Shares and Admission will take place at 8.00 a.m. on 7 August 2020. The Placing is conditional upon, among other things, Admission becoming effective on or before 8.00 a.m. on 7 August 2020 or such later date (being no later than 10 August 2020 as N+1 Singer and the Company may agree. The Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms.

Application will also be made to the LSE for the admission to AIM of the Company Consideration Shares. Admission of such shares is expected to become effective on or around 7 August 2020.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement). Your attention is also drawn to the Principal Risks and Uncertainties section also included in this Announcement below, updated as at the date of this Announcement and for the Acquisition.

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 in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Announcement is being made on behalf of the Company by Lyn Rees, CEO.

Yourgene Health plc

Lyn Rees, Chief Executive Officer
Barry Hextall, Chief Financial Officer
Joanne Cross, Director of Marketing

Tel: +44 (0)161 669 8122

This email address is being protected from spambots. You need JavaScript enabled to view it.

Cairn Financial Advisers LLP (Nominated Adviser)
Liam Murray / James Caithie / Ludovico Lazzaretti

 Tel: +44 (0)20 7213 0880

N+1 Singer (Joint Corporate Broker and Sole bookrunner)
Aubrey Powell / Tom Salvesen / George Tzimas

Tel: +44 (0)207 496 3000

Stifel Nicolaus Europe Limited (Joint Corporate Broker)

Nicholas Moore / Matthew Blawat / Ben Maddison

Tel: +44 (0)20 7710 7600

Walbrook PR Ltd (Media and Investor Relations)

Paul McManus / Lianne Cawthorne 

Tel: +44 (0)20 7933 8780 or This email address is being protected from spambots. You need JavaScript enabled to view it.

Mob: 07980 541 893 Mob: 07584 391 303   

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.  

Yourgene develops and commercialises simple and accurate molecular diagnostic solutions, primarily for reproductive health. The Group's products include non-invasive prenatal tests (NIPT) for Down's Syndrome and other genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests, male infertility tests and genetic disease tests. Yourgene's commercial footprint is already established in the UK, Europe, the Middle East, Africa and Asia.

Our product development, research service and commercial capabilities extend across the lifecycle of genetic test development including regulatory submissions. Through our technical expertise and partnerships, Yourgene Health is also extending its genetic testing offering into 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.



  • 21 October 2020 - Yourgene Genomic Services collaboration with Cytox +

    Yourgene Health plc

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

    Yourgene Genomic Services collaboration with Cytox

    Partnership with Cytox to enable clinical access to genoSCORE™ - a new genetic test to determine the risk of developing Alzheimer’s disease

    Manchester, UK – 21 October 2020: Yourgene Health (AIM: YGEN), a leading international molecular diagnostics group, announces a new collaboration between the recently launched Yourgene Genomic Services (“YGS”) and Cytox Ltd (“Cytox”), for a beta-testing genomic study on their

    Read More
  • 12 October 2020 - Elucigene DPYD tests to be used routinely in Wales +

    Yourgene Health plc

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

    Elucigene DPYD tests to be used routinely in Wales

    Wales is first UK nation to offer DPYD screening to patients undergoing chemotherapy
    DPYD tests screen patients to identify risk of severe side effects from certain chemotherapy treatments

    Manchester, UK – 12 October 2020: Yourgene (AIM: YGEN), the international molecular diagnostics group, announces its oncology product, Elucigene DPYD test, is now being used in Wales to routinely

    Read More
  • 8 October 2020 - Strategic reproductive health partnership secured in Japan +

    Yourgene Health plc

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

    Strategic reproductive health partnership secured in Japan

    Manchester, UK – 8 October 2020: Yourgene Health (AIM: YGEN), a leading international molecular diagnostics group, announces it has entered into a 5-year strategic partnership with a blue chip Japanese multinational to provide Yourgene’s Flex™ Analysis Software (“ Flex Software”) bioinformatics platform for a reproductive health project.

    Yourgene and the Japanese partner (the “Partner”) have entered into a technology transfer

    Read More
  • 7 October 2020 - IONA® Nx awarded contract with St George’s NHS Hospital +

    Yourgene Health plc

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

    IONA ® Nx awarded contract with St George’s NHS Hospital

    Manchester, UK – 7 October 2020: Yourgene (AIM: YGEN), the international molecular diagnostics group, announces that it has been awarded the contract for non-invasive prenatal testing (NIPT) using its newly-launched IONA ® Nx NIPT Workflow ('IONA ® Nx'), by the prestigious St George’s NHS Trust Foundation in Tooting, South London (“St George’s”). The contract, subject to signing by both

    Read More
  • 28 September 2020 - Launch of Yourgene Genomic Services +

    Yourgene Health plc

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

    Launch of Yourgene Genomic Services

    Manchester, UK – 28 September 2020: Yourgene (AIM: YGEN), the international molecular diagnostics group, announces the launch of Yourgene Genomic Services, an integration and expansion of the Company’s international service laboratory offerings. Yourgene Genomic Services becomes a global laboratory service network equipped to be a full life-cycle partner for clinical, research and pharmaceutical organisations.

    Yourgene Genomic Services (“YGS”) will bring together

    Read More
  • 24 September 2020 - DPD reimbursement in Germany +

    Yourgene Health plc

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

    DPD reimbursement in Germany

    Manchester, UK – 24 September 2020: Yourgene (AIM: YGEN), the international molecular diagnostics group, announces that the German Federal Joint Committee, G-BA, the national reimbursement authority in Germany, has approved the reimbursement for testing of Dihydropyrimidine Dehydrogenase (DPD) deficiency in Germany, which opens up the clinical market in this region for the Company’s first oncology genotyping product, the Elucigene DPYD Test. The

    Read More
  • 22 September 2020 - AGM statement +

    Yourgene Health plc

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

    AGM Statement

    Manchester, UK – 22 September 2020: Yourgene (AIM: YGEN), the international molecular diagnostics group, will be holding its Annual General Meeting (AGM) at 4:00pm today.

    At the meeting, Adam Reynolds, Non-executive Chairman, will make the following statement:

    I am delighted to welcome longstanding and recent shareholders to our AGM. Whilst the pandemic has presented serious challenges to individuals, communities and businesses worldwide, these are

    Read More
  • 21 September 2020 - US distribution agreement for DPYD and other products +

    Yourgene Health plc

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

    US distribution agreement for DPYD and other products

    Manchester, UK – 21 September 2020: Yourgene (AIM: YGEN), the international molecular diagnostics group, announces that it has appointed Immuno-Biological Laboratories Inc (‘IBL-America’), a supplier of in-vitro diagnostic kits for the medical device and research industry, as a non-exclusive distributor for several PCR (‘polymerase chain reaction’) tests across Yourgene’s reproductive health and oncology portfolios in the US.

    The

    Read More
  • 3 September 2020 - IONA® Nx Launch +

    Yourgene Health plc

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

    IONA ® Nx Launch

    Manchester, UK – 3 September 2020:  Yourgene (AIM: YGEN), the international molecular diagnostics group, announces the launch of IONA ® Nx NIPT workflow, the Company’s new innovative non-invasive prenatal test (‘NIPT’). The IONA Nx seeks to offer clinical labs a high performing, flexible, scalable and innovative NIPT service in-house and is developed to run on the Illumina Nextseq 550 Dx platform for next generation

    Read More
  • 13 August 2020 - TGA approves IONA® Nx for sale in Australia +

    Yourgene Health plc

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

    TGA approves IONA ® Nx for sale in Australia

    Manchester, UK – 13 August 2020:  Yourgene (AIM: YGEN), the international molecular diagnostics group, announces that its IONA ® Nx NIPT workflow (‘IONA ® Nx’), a non-invasive prenatal test (‘NIPT’), has been approved by Australia’s Therapeutics Goods Association (‘TGA’) as a medical device Class 3, allowing Southern Cross Diagnostics, Yourgene’s Australian distributor, to commence sales.

    The TGA is the regulatory

    Read More
  • 5 August 2020 - Result of Placing +

    Yourgene Health plc

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

    Result of Placing

    Manchester, UK – 5 August 2020:  Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group, is pleased to confirm, further to the announcements made yesterday and earlier today, that all allocations have been confirmed by Nplus1 Singer Capital Markets Limited ( "N+1 Singer" ), and the Company  has raised gross proceeds of £16.15 million (approximately £15.0 million net of expenses) through a Placing of

    Read More
  • 5 August 2020 - Successful £16.15 million Placing & Close of Accelerated Bookbuild +

    Yourgene Health plc

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

    Successful £16.15 million Placing & Close of Accelerated Bookbuild

    Manchester, UK – 5 August 2020:  Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group, is pleased to announce that further to the announcement made yesterday at 5.13 p.m., the Bookbuild has now closed and following strong demand, the Company expects to raise gross proceeds of £16.15 million (approximately £15.0 million net of expenses) through the

    Read More
  • 4 August 2020 - Proposed Acquisition and Placing to raise a minimum of £13 million +

    Yourgene Health plc

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

    Proposed Acquisition and Placing to raise a minimum of £13 million

    Manchester, UK – 4 August 2020:  Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group, today announces a proposed placing (the "Placing" ) of new ordinary shares of 0.1 pence each ( "Ordinary Shares" ) in the capital of the Company (the "Placing Shares" ) at a price of 17 pence per share (the "Placing Price") to raise

    Read More
  • 3 August 2020 - CE-IVD Mark for Clarigene™ SARS-CoV-2 test +

    Yourgene Health plc

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

    CE-IVD Mark for Clarigene™ SARS-CoV-2 test

    Manchester, UK – 3 August 2020: Yourgene (AIM: YGEN), a leading international molecular diagnostics group, announces that it has achieved CE-IVD marking for its Clarigene™ SARS-CoV-2 in vitro diagnostic kit, for diagnostic use. The CE-IVD version of the Clarigene™ SARS-CoV-2 test will be used in Yourgene’s high throughput COVID-19 service lab in Manchester and will allow Yourgene to provide corporate

    Read More
  • 28 July 2020 - Final Results +

    This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

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

    Final Results

    Manchester, UK – 28 July 2020: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces its results for the year ended 31 March 2020.

    The results reflect strong organic growth as well as a first contribution from Elucigene Diagnostics (“Elucigene”), acquired in

    Read More
  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
Pregnant lady sitting at table with Laptop

Media & Investor Relations
Walbrook PR Ltd
4 Lombard Street
London
EC3V 9HD
yourgene@walbrookpr.com
T : +44 (0)20 7933 8780

Two business people looking at computer screen