Court sanction of the Scheme of Arrangement

Yourgene Health PLC

07 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

7 September 2023

RECOMMENDED 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

Court sanction of the Scheme of Arrangement

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") pursuant to a Court-sanctioned scheme of arrangement of Yourgene under Part 26 of the Companies Act 2006 (the "Scheme").

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.

Scheme sanctioned by Court

Further to the announcement made by Yourgene on 17 August 2023 in relation to the passing of the Resolutions required to approve and implement the Scheme at the Court Meeting and the General Meeting, Yourgene is pleased to announce that at the Court Sanction Hearing held earlier today the Court issued the Court Order sanctioning the Scheme.

The Scheme is conditional only upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on 8 September 2023, such date being the Effective Date.

Next steps and timetable

There has been no change to the expected timetable of principal events for the Acquisition set out in the Scheme Document.

Yourgene confirms that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Yourgene Shares will be 7 September 2023 and the Scheme Record Time will be at 6.00 p.m. on 7 September 2023. Scheme Shareholders whose names appear on Yourgene's register of members at the Scheme Record Time will, upon the Scheme becoming effective in accordance with its terms, be entitled to receive consideration as provided for in the Scheme Document. It is intended that, 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.

Dealings in Yourgene Shares on AIM will be suspended at or around 7.30 a.m. on 8 September 2023. The suspension is made pursuant to Yourgene's application to the London Stock Exchange and is being effected as part of the Scheme. It is expected that, subject to the Scheme becoming Effective on 8 September 2023, the cancellation of the admission to trading of the Yourgene Shares on AIM will take effect at or around 7.00 a.m. on 11 September 2023.

If any of the expected times and/or dates change, the revised times and/or dates will be notified to Yourgene Shareholders by issuing an announcement through a Regulatory Information Service, with such announcement being made available 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/.

A further announcement will be made when the Scheme has become Effective and when the Yourgene Shares have been de-listed and cancelled from trading.

Full details of the Acquisition are set out in the Scheme Document.

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 Palmer-Brown (Healthcare Investment Banking) Matthew Blawat / Ben Good (UK Investment Banking)	Tel: [phone]
Cairn (Nominated Adviser to Yourgene)
Liam Murray / Ludovico Lazzaretti	Tel: [phone]
Walbrook PR Limited (Media and Investor Relations for Yourgene)
Alice Woodings / Lianne Applegarth	Tel: [phone] or [e-mail] Mob: [phone]
Novacyt
James Wakefield (Chairman) James McCarthy (acting Chief Executive Officer)	c/o Numis
Numis (Financial Adviser and Joint Broker to Novacyt and Financial Adviser to Novacyt UK)
Freddie Barnfield / Stuart Ord / Duncan Monteith / Jack McLaren	Tel: [phone]
S.P. Angel Corporate Finance LLP (Nominated Adviser and Joint Broker to Novacyt)
Matthew Johnson / Charlie Bouverat (Corporate Finance) Vadim Alexandre / Rob Rees (Corporate Broking)	Tel: [phone]
Walbrook PR Limited (Media and Investor Relations for Novacyt)
Paul McManus / Stephanie Cuthbert / Phil Marriage	Tel: [phone] 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 Acquisition is being made solely through and on the terms set out in the Scheme Document.

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.

Overseas shareholders

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and the ability of Yourgene Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or Yourgene Shareholders who are not resident in the United Kingdom, should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Novacyt and Novacyt UK, or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Further details in relation to Yourgene Shareholders in overseas jurisdictions are contained in the Scheme Document.

U.S. Shareholders

Yourgene Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is being effected by means of a scheme of arrangement under the Companies Act. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been prepared in accordance with English law, the AIM Rules, the Takeover Code and UK disclosure requirements, format and style applicable to a scheme of arrangement, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements of, and practices applicable in, the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of U.S tender offer and proxy solicitation rules.

None of the securities referred to in this Announcement, nor the information contained in this Announcement, has been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this Announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

All financial information that is included in this Announcement or in the Scheme Document, or any other documents relating to the Acquisition, has been or will have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. U.S. generally accepted principals differ in certain respects from International Financial Reporting Standards. None of the financial information in this Announcement has been audited in accordance with the auditing standards generally accepted in the U.S. or the auditing standards of the Public Company Accounting Oversight Board of the U.S.

It may be difficult for U.S. holders of Yourgene Shares to enforce their rights and any claims they may have arising under U.S. federal securities laws or the laws of any state or other jurisdiction in the U.S. in connection with the Acquisition, because Yourgene is organised under the laws of a non-U.S. country, and some or all of its officers and directors may be residents of a non-U.S. country. U.S. holders of Yourgene Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. federal securities laws or the laws of any state or other jurisdictions in the U.S. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's jurisdiction or judgment.

The receipt of cash pursuant to the Acquisition by a Yourgene Shareholder in the United States as consideration for the transfer of its Yourgene Shares pursuant to the Scheme will likely be a taxable transaction for U.S. federal income tax purposes and under any applicable U.S. state and local income tax laws. Each Yourgene Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately in connection with making a decision regarding the Acquisition and regarding the U.S. federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.

In accordance with normal UK practice, Novacyt UK, certain affiliated companies and their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Yourgene Shares outside of the U.S. other than pursuant to the Acquisition until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and the United States and will be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at https://www.londonstockexchange.com. 

Forward-looking statements

This Announcement may contain certain "forward-looking statements" with respect to Yourgene, Novacyt and Novacyt UK. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of Novacyt and/or Novacyt UK and/or Yourgene and the expansion and growth of the Novacyt Group's and/or the Yourgene Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of the Yourgene Group or the Novacyt Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Novacyt, Novacyt UK or Yourgene, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Novacyt, Novacyt UK or Yourgene or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. Novacyt, Novacyt UK and Yourgene assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed as a forecast, projection or estimate of the future financial performance of Novacyt, Novacyt UK or Yourgene for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, earnings per Yourgene Share or Novacyt Share, or income for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per Yourgene Share or Novacyt Share or income of Yourgene or Novacyt, as appropriate.

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. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Takeover Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Takeover Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at https://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END