TIDMYGEN
RNS Number : 4412G
Yourgene Health PLC
19 July 2023
Yourgene Health plc
("Yourgene", the "Group" or the "Company")
Issue of equity and cancellation of warrants and Total Voting
Rights
Manchester , UK - 19 July 2023 : Yourgene (AIM: YGEN), a leading
international molecular diagnostic group, announces an issue of
equity of 16,506,723 new ordinary shares in the Company pursuant to
the terms of the acquisition of Coastal(R) Genomics Inc.
("Coastal") which was announced on 4 August 2020 (the "
Acquisition"), and also the cancellation of warrants over
54,332,541 new ordinary shares previously issued to Life
Technologies Ltd ("Life Technologies"), a division of Thermo
Fisher.
The issue of equity and cancellation of warrants is being
executed in order to simplify the Company's capital structure ahead
of the upcoming shareholder votes on the proposed acquisition of
Yourgene by Novacyt UK Holdings Limited announced on 3 July
2023.
Under the terms of the Acquisition, the Company issued new
shares in the Company's wholly owned subsidiary, Yourgene Health
Canada Investment Ltd ("YGEN-HCIL"), to the former shareholders of
Coastal. These YGEN-HCIL shares are exchangeable on a one-for-one
basis with the Company's ordinary shares, subject to certain
lock-in provisions over a period of one to six years from the
completion of the Acquisition. As a result of the Company's Capital
Raise on 11 January 2023, the Company is entitled to exercise a Put
option to force these exchanges. The Company has now exercised this
Put option.
After exercising its Put option, the Company has received notice
from all relevant former shareholders of Coastal to elect to
convert 16,506,723 YGEN-HCIL shares into the Company's ordinary
shares. Following this share exchange there are no further
YGEN-HCIL shares capable of being exchanged.
Under the terms of a 2019 capital restructure, Life
Technologies, a subsidiary of Thermo Fisher Inc, holds pre-emption
rights to participate in any new share issuance of this nature.
Life Technologies have confirmed that they do not wish to exercise
these pre-emption rights for the current issuance.
Life Technologies also holds warrants over 20,325,204 new
ordinary shares exercisable at 24.6p, warrants over 17,094,018 new
ordinary shares exercisable at 11.7p, and warrants over 16,913,319
new ordinary shares exercisable at 11.8p (together the "Life
Technologies Warrants"). As a result of previous share price
performance, the Company is able to request Life Technologies to
exercise the warrants or to waive their rights under them prior to
their expiry in December 2023. The Company has made this request
and Life Technologies have confirmed they do not wish to exercise
these warrants. As a result, the Life Technologies Warrants over an
aggregate of 54,332,541 new ordinary shares have now been
cancelled.
Application will be made to the London Stock Exchange to admit
the 16,506,723 new ordinary shares to trading on AIM. Admission of
the new ordinary shares is expected to occur on or around 24 July
2023. The new ordinary shares will rank pari passu with the
existing ordinary shares.
Total Voting Rights
For the purpose of the Disclosure and Transparency Rules,
following the issue of Company shares detailed above the enlarged
issued share capital of the Company will comprise 3,193,466,515
ordinary shares of 0.1p each. The Company does not hold any
ordinary shares in treasury. The above figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company, under the Disclosure
and Transparency Rules.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation.
The Directors of the Company take responsibility for this
announcement.
Yourgene Health plc Tel: +44 (0)161 669 8122
Lyn Rees, Chief Executive Officer investors@yourgenehealth.com
Joanne Cross, Director of Marketing
Cairn Financial Advisers LLP (NOMAD) Tel: +44 (0)20 7213 0880
Liam Murray / Ludovico Lazzaretti
Singer Capital Markets (Corporate Broker) Tel: +44 (0)20 7496 3000
Aubrey Powell / Tom Salvesen / George Tzimas
Walbrook PR Ltd (Media and Investor Relations) Tel: +44 (0)20 7933 8780 or yourgene@walbrookpr.com
Paul McManus / Alice Woodings / Lianne Applegarth Mob: 07980 541 893 / 07407 804 654
/ 07584 391 303
About Yourgene Health
Yourgene Health is an international integrated technologies and
services business, enabling the delivery of genomic medicine. The
Group works in partnership with global leaders in DNA technology to
advance diagnostic science.
Yourgene primarily develops, manufactures, and commercialises
simple and accurate molecular diagnostic and screening solutions,
for reproductive health and precision medicine. The Group's
portfolio of in vitro diagnostic products includes non-invasive
prenatal tests (NIPT) for Down's Syndrome and other genetic
disorders, Cystic Fibrosis screening tests, invasive rapid
aneuploidy tests and DPYD genotyping assays.
Building on our expertise in genomic technology, Yourgene's
Ranger(R) Technology offers next generation size selection with a
range of sample preparation platforms for dynamic target
enrichment. Ranger(R) Technology can be utilised to improve
workflows and performance in multiple applications including NIPT,
oncology, infectious disease testing and gene synthesis.
Yourgene Genomic Services offers a clinical service from UK and
Taiwan focusing on precision medicine and reproductive health,
including NIPT.
Yourgene Health is headquartered in Manchester, UK with offices
in Taipei (divestment pending), Singapore, the US and Canada, and
is listed on the London Stock Exchange's AIM market under the
ticker "YGEN".
For more information visit https://yourgenehealth.com/ and
follow us on twitter @Yourgene_Health.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking
statements. These forward-looking statements are not historical
facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and
assumptions. Words such as 'anticipates,' 'expects,' 'intends,'
'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions
are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties, and other factors, some
of which are beyond the Company's control, are difficult to
predict, and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements.
The Company cautions security holders and prospective security
holders not to place undue reliance on these forward-looking
statements, which reflect the view of the Company only as of the
date of this announcement. The forward-looking statements made in
this announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
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END
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