19 Jul 2023 07:00
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® 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 Lyn Rees, Chief Executive Officer | Tel: +44 (0)161 669 8122 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® Technology offers next generation size selection with a range of sample preparation platforms for dynamic target enrichment. Ranger® 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.