YGEN.L Regulatory News (YGEN)

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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN YOURGENE HEALTH PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF YOURGENE HEALTH PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

22 December 2022

Yourgene Health plc

("Yourgene" or the "Company")

Result of Placing and Subscriptions

Yourgene Health plc (AIM: YGEN) is pleased to confirm, further to the announcement made at 2.29 p.m. on 21 December 2022 (the "Launch Announcement"), the successful completion of the Placing and the Director Subscriptions at the Issue Price of 0.30 pence per share.

The Placing, the Director Subscriptions and further direct subscriptions with the Company (the "Subscriptions") have conditionally raised aggregate gross proceeds of approximately £6.4 million pursuant to the placing of 1,635,000,001 Placing Shares and through the issue of 383,333,332 Director Subscription Shares and a further 116,666,667 new Ordinary Shares pursuant to the Subscriptions, of which 66,080,000 Placing Shares will be issued under the Company's existing authorities and will be admitted to trading on AIM at First Admission.

Singer Capital Markets acted as sole bookrunner in connection with the Placing. The Placing was conducted by way of an accelerated book build process.

Following the deduction of associated fees and expenses, the net proceeds receivable by the Company will be used principally to provide additional near-term working capital and facilitate further restructuring of the Group to achieve further cost savings.

The Retail Offer will be launched at 8.00 a.m. on 23 December 2022, with a separate announcement to be made in due course.

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Lyn Rees, Chief Executive Officer of Yourgene Health plc, commented:

"The first priority was to secure the future of the business and for that we thank our supportive stakeholders. The next priority is to deliver value for investors by demonstrating the merits of the high-quality business we are building in extraordinary times."

Related Party Transactions

Certain directors of the Company (the "Subscribing Directors") have agreed to subscribe for, in aggregate, 383,333,332 Director Subscription Shares at the Issue Price. The number of Director Subscription Shares conditionally subscribed for by each of the Directors pursuant to the Director Subscriptions, and their resulting shareholdings following the Admissions are set out below: 

Any subscriptions by the Subscribing Directors constitute related party transactions for the purposes of Rule 13 of the AIM Rules by virtue of such persons being directors of the Company and therefore related parties (the "Transaction"). The independent Directors, being Barry Hextall, Chief Financial Officer, and Mary Tavener, Non-executive Director, independent of the Transaction consider, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser for the purposes of the AIM Rules, that the terms of the Transaction are fair and reasonable in so far as the Shareholders are concerned.

In order to provide the Company with additional liquidity until Second Admission becoming effective, Bill Chang and Lyn Rees, both directors of the Company, have today entered into agreements between each of them and the Company under which they have agreed to lend £150,000 and £50,000 respectively to the Group, further details of which will be set out in the Circular (as defined below) (the "Director Loans"). The Director Loans constitute a related party transaction for the purposes of Rule 13 of the AIM Rules by virtue of such persons being directors of the Company and therefore related parties (the "Loan Transactions"). The Directors independent of the Loan Transactions consider, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser for the purposes of the AIM Rules, that the terms of the Loan Transactions are fair and reasonable in so far as the Shareholders are concerned.

Adam Reynolds, a Director of the Company, intends to subscribe for Director Subscription Shares at the Issue Price, with some of his subscription monies being offset against fees under his service contract owed to him by the Company, further details of which will be announced in due course (the "Fee Shares"). The receipt of Fee Shares would constitute a related party transaction for the purposes of Rule 13 of the AIM Rules by virtue of Adam Reynolds being a Director and therefore a related party (the "Fee Share Transaction"). The Directors independent of the Fee Share Transaction (being all Directors with the exception of Adam Reynolds) 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 Fee Share Transaction are fair and reasonable in so far as the Shareholders are concerned.

Admission, Settlement and Dealings

Admission of the First Admission Shares will take place on or before 8.00 a.m. on 23 December 2022 and dealings in the First Admission Shares on AIM will commence at the same time.

Application will be made for admission of the Second Admission Shares. Subject to, amongst other things, the passing of the Resolutions, settlement of the Second Admission Shares and Second Admission are expected to take place at 8.00 a.m. on or around 11 January 2023. In addition to the passing of the Resolutions, the Placing, Retail Offer, Director Subscriptions and other Subscriptions are conditional upon, among other things, the relevant Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares, Retail Offer Shares, Director Subscription Shares and Ordinary Shares to be issued pursuant to the other Subscriptions, 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. A further announcement will be made in relation to total voting rights in the Company's share capital following the issue of the Second Admission Shares.

Total Voting Rights

Following admission of the First Admission Shares, the Company's issued and fully paid share capital will consist of 793,180,243 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 793,180,243. This 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 FCA's Disclosure Guidance and Transparency Rules.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Enquiries:

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN YOURGENE HEALTH PLC.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The distribution of this Announcement in certain jurisdictions may be restricted by law. No action has been taken by Yourgene, Singer Capital Markets or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the securities or possession or distribution of this Announcement or any other offering or publicity material relating to such Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Yourgene and Singer Capital Markets to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of securities is being made in any such jurisdiction.

All offers of the Placing Shares and the Retail Offer Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) ("FSMA") does not require the approval of the relevant communication by an authorised person.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.

By participating in the Bookbuilding Process and the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral, electronic or written and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix. Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of Yourgene's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they speak only as at the date of this Announcement and relate to future events and circumstances which are beyond the control of Yourgene, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which Yourgene and its affiliates operate, the effect of volatility in the equity, capital and credit markets on Yourgene's profitability and ability to access capital and credit, a decline in Yourgene's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of Yourgene may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of Yourgene speak only as of the date they are made. Except as required by applicable law or regulation, Yourgene expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in Yourgene's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

Singer Capital Markets Securities Limited and Singer Capital Markets Advisory LLP are each authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and are acting exclusively for Yourgene and no one else in connection with the Bookbuilding Process and the Fundraise, and neither will be responsible to anyone (including any Placees) other than Yourgene for providing the protections afforded to their clients or for providing advice in relation to the Bookbuilding Process or the Fundraise or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Singer Capital Markets or by any of its Representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of Yourgene for the current or future financial years would necessarily match or exceed the historical published earnings per share of Yourgene.

The price of shares and any income expected from them is not guarantee and may go down as well as up and investors may not get back the full amount originally invested upon disposal of the shares. Past performance is not a reliable indicator of future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of Yourgene's website nor any website accessible by hyperlinks on Yourgene's website is incorporated in, or forms part of, this Announcement.