9 Jan 2023 17:25
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Yourgene Health plc
("Yourgene" or the "Company")
Result of General Meeting and Retail Offer,
Issue of Equity and Total Voting Rights
Director/PDMR Shareholding
Directorate Changes
The Board of Yourgene Health plc (AIM: YGEN), a leading international molecular diagnostics group, is pleased to announce that resolutions put to Shareholders at the General Meeting held earlier today in connection with the Capital Raising announced on 21 December 2022, were duly passed.
Result of General Meeting
In Favour | Discretion | Against | Withheld | |||||||||||
Resolution | Votes | %age | Items | Votes | %age | Items | Votes | %age | Items | Votes | Items | |||
1 | 251,650,863 | 98.24 | 18 | 468 | 0.01 | 1 | 4,486,899 | 1.75 | 9 | 991,514 | 2 | |||
2 | 251,522,394 | 98.19 | 17 | 468 | 0.01 | 1 | 4,614,868 | 1.8 | 9 | 992,014 | 3 | |||
3 | 251,650,863 | 98.24 | 18 | 468 | 0.01 | 1 | 4,486,399 | 1.75 | 8 | 992,014 | 3 | |||
4 | 251,594,704 | 98.22 | 18 | 468 | 0.01 | 1 | 4,542,558 | 1.77 | 8 | 992,014 | 3 | |||
Result of Retail Offer
Yourgene also announces that it has raised approximately £0.8 million before expenses pursuant to the subscriptions under the Retail Offer from existing shareholders for a total of 265,757,345 Retail Shares. In addition, the Company has received further direct subscriptions from certain existing Shareholders for a total of 49,102,204 new Ordinary Shares raising an additional £0.1 million. The Company also confirms that it has been notified that Life Technologies Limited will not be exercising its pre-emption rights in respect of the Capital Raising.
The Company has therefore issued and allotted a total of 2,449,859,549 New Ordinary Shares in connection with the Capital Raising, raising £7.3 million in aggregate (before expenses). The net proceeds of the Capital Raising are expected to be approximately £6.8 million.
The Capital Raising remains conditional, inter alia, upon Second Admission and the Placing Agreement not being terminated in accordance with its terms.
Director participation in the Retail Offer
Dr Joanne Mason, Chief Scientific Officer, has also subscribed for a total of 3,666,666 Retail Shares ("Retail Transaction") under the Retail Offer, in addition to the 3,333,333 New Ordinary Shares previously subscribed for directly from the Company.
The Directors independent of the Retail Transaction (being all Directors with the exception of Dr Joanne Mason) consider, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser for the purposes of the AIM Rules, that the terms of such Retail Transaction are fair and reasonable in so far as the Shareholders are concerned.
Director shareholdings
Following completion of the Capital Raising, the shareholdings of the Directors who participated in the Capital Raising are set out in the table below:
Director | Existing beneficial shareholdings | Number of Shares subscribed for in the Capital Raising | Number of Ordinary Shares held following the Admissions | Percentage of Enlarged Issued Share Capital following Admissions |
|
John Brown | 352,450 | 33,333,333 | 33,685,783 | 1.06% | |
Stephen Little | 6,726,735 | 26,666,667 | 33,393,402 | 1.05% | |
Adam Reynolds | 6,743,773 | 33,333,3332 | 40,077,106 | 1.26% | |
Bill Chang | 80,000,142 | 200,000,000 | 280,000,142 | 8.81% | |
Lyn Rees | 2,037,902 | 83,333,3331 | 85,371,235 | 2.69% | |
Hayden Jeffreys | 3,827,482 | 3,333,333 | 7,160,815 | 0.13% | |
Dr Joanne Mason | 61,251 | 6,999,999 | 7,061,250 | 0.22% | |
1 16,666,667 Ordinary Shares are in lieu of repaying the £50k loan provided by Lyn in respect of the Director Loans as announced on 21 December 2022.
2 16,666,667 Ordinary Shares are in lieu of fees payable by the Company under Adam Reynolds' service contract
As announced 21 December 2022, Bill Chang provided a loan of £150k to the Company pursuant to the Director Loans. Bill Chang's loan has been repaid prior to the Second Admission.
Board changes
On Second Admission, the following Directors will step down from the Board: Adam Reynolds, Dr. Stephen Little, Hayden Jeffreys and Dr. Joanne Mason. Mr. Jeffreys and Dr. Mason will continue in their roles as Chief Operating Officer and Chief Scientific Officer respectively as non-statutory directors of the Company and Dr Little will remain in a scientific advisory capacity.
Issue of equity
The Second Admission Shares, Subscription Shares and Retail Shares will be allotted on 9 January 2023 and application has been made to the London Stock Exchange for, in aggregate, 2,383,779,549 Second Admission Shares, Subscription Shares and Retail Shares to be admitted to trading on AIM. Second Admission is expected to occur at 8.00 a.m. on 11 January 2023, with dealings in the Second Admission Shares, Subscription Shares and Retail Shares commencing at the same time.
The Second Admission Shares, Subscription Shares and Retail Shares will rank pari passu with all other issued Ordinary Shares.
Total voting rights
Following Second Admission, the Company will have 3,176,959,792 Ordinary Shares in issue. No Ordinary Shares will be held in treasury, therefore, the total number of voting rights in the Company following Admission will be 3,176,959,792.
Shareholders may use this figure 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 issued share capital of the Company, under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Circular, published by the Company on 23 December 2022.
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
Enquiries:
Yourgene Health plc | +44 (0)161 669 8122 | |
Lyn Rees (Chief Executive Officer)Barry Hextall (Chief Financial Officer)Joanne Cross (Director of Marketing) | investors@Yourgene-health.com | |
Cairn Financial Advisers LLP (Nomad) | +44 (0)20 7213 0880 | |
Liam Murray/ James Caithie/ Ludovico Lazzaretti | ||
Singer Capital Markets (Corporate Broker) | +44 (0) 20 7496 3000 | |
Aubrey Powell/ Tom Salvesen/ George Tzimas/ Alex Emslie | ||
Walbrook PR Ltd (Media and Investor Relations) | +44 (0) 20 7933 8780 or yourgene@walbrookpr.com | |
Paul McManus/ Lianne Applegarth/ Alice Woodings | Mob: 07980 541 893 / 07584 391 303 / 07407 804 654 | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| A) John Brown B) Stephen Little C) Bill Chang D) Hayden Jeffreys E) Joanne Mason
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| A) Non-executive Chairman B) Vice Chairman C) Chief Entrepreneur D) Chief Operating Officer E) Chief Scientific Officer
| |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Yourgene Health plc | |||
b)
| LEI
| 213800UUIT8BZE7QEH33 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BN31ZD89 | ||||
b)
| Nature of the transaction
| Subscription of shares pursuant to the Capital Raising | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
A) 0.3p | A) 33,333,333 | ||||
B) 0.3p | B) 33,333,333 | ||||
C) 0.3p | C) 200,000,000 | ||||
D) 0.3p | D) 3,333,333 | ||||
E) 0.3p | E) 6,999,999 | ||||
d)
| Aggregated information | N/A | |||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| 9 January 2023 (Admission 11 January 2023) | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
Lyn Rees
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Chief Executive Officer
| |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Yourgene Health plc | |||
b)
| LEI
| 213800UUIT8BZE7QEH33 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BN31ZD89 | ||||
b)
| Nature of the transaction
| A) Subscription of shares pursuant to the Capital Raising B) New ordinary shares in lieu of Director Loans | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
A) 0.3p | A) 66,666,666 | ||||
B) 0.3p | B) 16,666,667 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | 83,333,333 new ordinary shares
| ||||
- Price | 0.3p per share | ||||
e)
| Date of the transaction
| 9 January 2023(Admission 11 January 2023) | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
Adam Reynolds
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Non-executive Director
| |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Yourgene Health plc | |||
b)
| LEI
| 213800UUIT8BZE7QEH33 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BN31ZD89 | ||||
b)
| Nature of the transaction
| A) Subscription of shares pursuant to the Capital Raising B) New ordinary shares for Fee Shares | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
A) 0.3p | A) 16,666,666 | ||||
B) 0.3p | B) 16,666,667 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | 33,333,333 new ordinary shares
| ||||
- Price | 0.3p per share | ||||
e)
| Date of the transaction
| 9 January 2023(Admission 11 January 2023) | |||
f)
| Place of the transaction
| Outside a trading venue | |||
About Yourgene Health
Yourgene Health is an international molecular diagnostics group which develops integrated genomic technologies and services enabling precision 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 solutions, for reproductive health, precision medicine and now infectious diseases. The Group's flagship products include non-invasive prenatal tests (NIPT) for Down's Syndrome and other genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests, and a recent extension into the oncology space with DPYD genotyping.
The launch of Yourgene Genomic Services has enabled Yourgene to offer a global laboratory service network equipped to be a full life-cycle partner for clinical, research and pharmaceutical organisations to support partners at the preclinical, clinical, and post-market stages to develop, manufacture, obtain regulatory approval and commercialise new products and services. In addition, Yourgene Genomic Services offers an NIPT and high throughput COVID-19 testing service.
In August 2020, Yourgene acquired Coastal Genomics, Inc., a sample preparation technology company based in Vancouver, Canada, enabling the Company to extend its offering and IP portfolio in the DNA sample preparation sector. The acquisition increased Yourgene's geographical penetration into the US and Canada, supplementing existing coverage in the UK, Europe, MEA and Asia.
Yourgene Health is headquartered in Manchester, UK with offices in Taipei, Singapore, the US and Canada, 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.