Retail Offer

RNS Number : 6202K

Yourgene Health PLC

22 December 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF YOURGENE HEALTH PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF YOURGENE HEALTH PLC.

22 December 2022

Yourgene Health plc

Retail Offer

Yourgene Health plc ("Yourgene" or the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of ordinary shares of 0.1 pence each ("Ordinary Shares") in the capital of the Company (the "Retail Shares") up to the value of £1.0 million at an issue price of 0.30 pence per Retail Share (the "Issue Price"). The Issue Price represents a discount of approximately 83.8 per cent. to the closing mid-price of the Ordinary Shares on 20 December 2022. 

In addition to the Retail Offer, the Company also announced a placing of new Ordinary Shares (the "Placing Shares") through an accelerated bookbuild process (the "Placing") and subscriptions (the "Subscriptions") for new Ordinary Shares (the "Subscription Shares" and, together with the Placing Shares and Retail Shares, the "Capital Raising Shares") both at the Issue Price.

A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Capital Raising Shares are being issued in two tranches, with the first tranche of 66,080,000 Placing Shares (the "First Admission Shares") utilising the Company's existing shareholder authorities to issue new Ordinary Shares on a non-pre-emptive basis and the second tranche comprising the Retail Shares, 499,999,999 Subscription Shares,  and 1,568,920,001 further Placing Shares (together the "Second Admission Shares").

The Retail Offer is conditional on (a) approval by the shareholders of the Company of resolutions granting authority for the directors of the Company to issue the Second Admission Shares at a general meeting of the Company to be held at 4.00 p.m. on 9 January 2023 and (b) the Second Admission Shares being admitted to trading on the AIM market of London Stock Exchange plc ("Admission"). Admission of the Second Admission Shares to be issued under the Retail Offer is expected to take place at 8.00 a.m. on 11 January 2023. Completion of the Retail Offer is  conditional, inter alia, upon the completion of the Placing.

BookBuild Retail   Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer.  

Therefore the Company is making the Retail Offer open to eligible investors in the United Kingdom following release of this announcement through certain financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/GJQYR1/authorised-intermediaries .

Existing shareholders can contact their broker or wealth manager to participate in the Retail Offer.

The Retail Offer will open at 8.00 a.m. on 23 December 2022 and is expected to close at 4.30 p.m. on 6 January 2023. Eligible shareholders should note that financial intermediaries may have earlier closing times.

Retail brokers wishing to participate in the Retail Offer on behalf of existing retail shareholders should contact: [e-mail].

To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary and must be a shareholder in the Company as at the date hereof or will be, prior to placing an order for Retail Shares, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £300 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The Capital Raising Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the Retail Offer that the total value of the Retail Shares available for subscription at the Issue Price does not exceed £1.0 million. 

The Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of the domestic law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

Situation:	Retail Offer
Issuer Name:	YOURGENE HEALTH PLC
Security:	ORD 0.1P
Terms:	Retail Offer Raise Target: £1,000,000.00 Retail Offer Placing Shares: 333,333,000 Issue Price: GBX 0.30

ISIN GB00BN31ZD89

SEDOL BN31ZD8

TITLE YOURGENE HEALTH PLC ORD 0.1P

SETTLEMENT TYPE CREST

Dates	Description
12/23/2022, 8:00 AM	Deal open for orders
1/6/2023, 4:30 PM	Deal closed for orders
1/11/2023	Trading date
1/11/2023	Settlement date
1/30/2023	Long stop date

For further information, please contact:

Yourgene Health plc	[phone]
Lyn Rees (Chief Executive Officer) Barry Hextall (Chief Financial Officer) Joanne Cross (Director of Marketing)	[e-mail]
Cairn Financial Advisers LLP (Nominated Adviser)	[phone]
Liam Murray / James Caithie / Ludovico Lazzaretti
Singer Capital Markets Securities Limited  (Corporate Broker)	[phone]
Aubrey Powell / Tom Salvesen / George Tzimas / Alex Emslie
Walbrook PR (Public Relations Adviser)	[phone] or [e-mail]
Paul McManus / Lianne Applegarth / Alice Woodings	Mob: [phone]

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The content of this announcement has been prepared by and is the sole responsibility of the Company.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Retail Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Retail Shares is being made in the United States. The Retail Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

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 US Securities Act, 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 and the offering, placing and/or issue of the Retail Shares in certain jurisdictions may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Singer Capital Markets Securities Limited ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Singer Capital Markets expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the   Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Singer Capital Markets or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Singer Capital Markets and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute a recommendation concerning any subscriber's investment decision with respect to the Retail Offer. The price of shares and any income expected from them may go down as well as up and subscribers may not get back the full amount invested upon disposal of the shares. Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Retail Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU");   (b) Articles 9 and 10 of   MiFID II; and (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and   Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK   MiFID   Laws ")   (together, the "MiFID II Product Governance Requirements"),   and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Shares have been subject to a product approval process, which has determined that the Retail Shares are:   (i) compatible with an end target market of retail investors   who do not need a guaranteed income or capital protection and   investors who meet the criteria of professional clients   and   eligible counterparties, each as defined in   Directive 2014/65/EU   and the   UK MiFID Laws (as applicable)   (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Shares may decline and investors could lose all or part of their investment;   the Retail Shares offer no guaranteed income and no capital protection;   and an investment in the Retail Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer. Furthermore, it is noted that, notwithstanding the Target Market, Singer Capital Markets will only   contact prospective applicants for participation in the Retail Offer   who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of   Directive 2014/65/EU or the UK   MiFID   Laws;   or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Shares.   Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Shares and determining appropriate distribution channels.

It is further noted that the Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).

 

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