Yourgene Health PLC Scheme of Arrangement becomes Effective (8904L)

TIDMYGEN

RNS Number : 8904L

Yourgene Health PLC

08 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

8 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

Scheme of Arrangement becomes Effective

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").

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.

On 17 August 2023, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Resolution in connection with the implementation of the Scheme was passed by the requisite majority of Yourgene Shareholders at the General Meeting.

Further to the announcement made by Yourgene on 7 September 2023, that the Court had sanctioned the Scheme, Yourgene 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 Holdings Limited is now the owner of all of the Scheme Shares.

Settlement

Scheme Shareholders on the register of members at the Scheme Record Time, being 6.00 p.m. on 7 September 2023, are entitled to receive 0.522 pence in cash for each Scheme Share.

Settlement of the consideration to which each Scheme Shareholder is entitled will, for Scheme Shareholders holding Scheme Shares in certificated form, be effected by way of the despatch of cheques, or, for Scheme Shareholders holding Scheme Shares in uncertificated form, through the crediting of CREST accounts (or by any other method approved by the Panel) as soon as practicable and in any event not later than 22 September 2023.

In the case of Yourgene Shares held by participants under the SIP, settlement of consideration will be effected through payment by Yourgene as soon as practicable following receipt by Yourgene of payment in respect of such consideration from the trustee of the SIP, in accordance with the letters sent to such participants by the trustee of the SIP.

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.

Suspension of trading and cancellation of admission to trading on AIM

Dealings in Yourgene Shares on AIM were suspended with effect from 7.30 a.m. today. An application has been made to the London Stock Exchange for the de-listing and cancellation of admission to trading of the Yourgene Shares on AIM, which is expected to take effect at or around 7.00 a.m. on 11 September 2023.

Dealing disclosures

Yourgene is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to Yourgene Shareholders no longer apply.

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: [phone] 
  Palmer-Brown (Healthcare Investment Banking)    7600 
  Matthew Blawat / Ben Good (UK Investment 
  Banking) 
 Cairn (Nominated Adviser to Yourgene) 
 Liam Murray / Ludovico Lazzaretti               Tel: [phone] 
                                                  0880 
 Walbrook PR Limited (Media and Investor 
  Relations for Yourgene) 
 Alice Woodings / Lianne Applegarth              Tel: [phone] 
                                                  8780 or [e-mail] 
                                                  Mob: [phone] 
                                                  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: [phone] 
  Monteith / Jack McLaren                         1000 
 S.P. Angel Corporate Finance LLP (Nominated 
  Adviser and Joint Broker to Novacyt) 
 Matthew Johnson / Charlie Bouverat (Corporate   Tel: [phone] 
  Finance)                                        0470 
  Vadim Alexandre / Rob Rees (Corporate 
  Broking) 
 Walbrook PR Limited (Media and Investor 
  Relations for Novacyt) 
 Paul McManus / Stephanie Cuthbert / Phil        Tel: [phone] 
  Marriage                                        8780 or [e-mail] 
 

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 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.

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 [phone]. 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.

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September 08, 2023 06:23 ET (10:23 GMT)