TIDMYGEN
RNS Number : 6934J
Yourgene Health PLC
17 August 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO
BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
17 August 2023
RECOMMED CASH OFFER
for
Yourgene Health plc ("Yourgene")
by
Novacyt UK Holdings Limited ("Novacyt UK")
(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
Result of Court Meeting and General Meeting
On 3 July 2023, the boards of directors of Yourgene and Novacyt
announced that they had reached agreement on the terms and
conditions of a recommended cash offer to be made by Novacyt UK, a
wholly-owned subsidiary of Novacyt, for the entire issued and to be
issued ordinary share capital of Yourgene (the "Acquisition").
The Acquisition is to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
A circular in relation to the Scheme was published by Yourgene
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 the Scheme Document and all references to
times in this announcement are to London time unless otherwise
stated.
The board of Yourgene is pleased to announce that at the Court
Meeting and the General Meeting, each convened in accordance with
an order of the Court dated 26 July 2023 in relation to the
proposed Scheme and held earlier today:
A. the requisite majority of Scheme Shareholders who voted and
were entitled to vote (either in person or by proxy), representing
not less than 75 per cent. in value of the Scheme Shares held by
the Scheme Shareholders who voted, voted in favour of the
resolution to approve the Scheme at the Court Meeting; and
B. the requisite majority of Yourgene Shareholders voted to pass
the Special Resolution at the General Meeting to approve, inter
alia, the implementation of the Scheme, the adoption of amended
articles of association for Yourgene and the re-registration of
Yourgene as a private limited company and accordingly, the Scheme
was approved.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting at Parts VIII and Part IX
(respectively) of the Scheme Document, which is 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 copy
of the Special Resolution passed at the General Meeting will be
submitted today to the National Storage Mechanism and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The total number of Yourgene Shares in issue at 6.00 p.m. on 15
August 2023, being the Voting Record Time, was 3,193,466,515, of
which no Yourgene Shares were held by Yourgene in treasury.
Consequently, the total voting rights in Yourgene at the Voting
Record Time were 3,193,466,515. Scheme Shareholders were entitled
to one vote per Scheme Share held at the Voting Record Time at the
Court Meeting and Yourgene Shareholders were entitled to one vote
per Yourgene Share held at the Voting Record Time at the General
Meeting.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below and this announcement will
be posted on Yourgene's website at
https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/
.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
98.88 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was passed on a poll vote. Details of
the votes cast are as follows:
Results No. of Scheme % of Scheme No. % of No. of Scheme
of the Shareholders Shareholders of Scheme Scheme Shares voted
Court who voted who voted(1) Shares Shares as a % of the
Meeting voted voted issued share
capital eligible
to vote on
the Scheme(1)
For(2) 70 82.35 1,848,544,395 98.88 57.89
-------------- -------------- -------------- -------- ------------------
Against 15 17.65 21,013,713 1.12 0.66
-------------- -------------- -------------- -------- ------------------
Total 75(3) - 1,869,558,108 - 58.54
-------------- -------------- -------------- -------- ------------------
Notes:
(1) All percentages set out in the table above have been rounded
to two decimal places. As a result of such rounding the totals of
the percentages presented in these totals may vary slightly from
the actual arithmetic totals of such percentages.
(2) Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
(3) The total number of Scheme Shareholders voting for and
against the resolution exceeds the total number of Scheme
Shareholders who voted as 10 Scheme Shareholders gave instructions
for votes to be cast in favour of the resolution in respect of part
of their holding of Scheme Shares and against the Resolution in
respect of another part of their holding of Scheme Shares.
Voting results of the General Meeting
At the General Meeting, the special resolution to, inter alia,
authorise the implementation of the Scheme and approve the adoption
of the amended articles of association for Yourgene, was duly
passed on a poll vote. The results are detailed as follows:
Special VOTES FOR(2) VOTES AGAINST TOTAL WITHHELD
Resolution (3)
Number of % of Yourgene Number % of Yourgene Number Number
Yourgene Shares of Yourgene Shares
Shares voted voted(1) Shares voted
voted (1)
-------------- -------------- ------------- -------------- -------------- ----------
1,878,976,167 98.00 38,426,436 2.00 1,917,402,603 2,931,364
-------------- -------------- ------------- -------------- -------------- ----------
Notes:
(1) All percentages set out in the table above have been rounded
to two decimal places. As a result of such rounding the totals of
the percentages presented in these totals may vary slightly from
the actual arithmetic totals of such percentages.
(2) Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
(3) A withheld vote is not a vote in law and, accordingly, is
not counted in the calculation of the proportion of votes "For" or
"Against" the resolution concerned.
Timetable, Conditions and Scheme Document
The outcome of the Court Meeting and the General Meeting means
that Conditions 2.1 and 2.2 (as set out in Part III of the Scheme
Document) have been satisfied.
The Acquisition remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and to the further
terms set out in Part III of the Scheme Document, including the
Court sanctioning the Scheme at the Court Sanction Hearing and the
delivery of a copy of the Court Order to the Registrar of
Companies.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 12 of the
Scheme Document and is set out in the appendix to this
announcement. The dates are indicative only and are subject to
change. The dates will depend, among other things, on the date upon
which: (i) the Conditions are satisfied or (if capable of waiver)
waived; (ii) the Court sanctions the Scheme; and (iii) a copy of
the Court Order is delivered to the Registrar of Companies.
Yourgene will give adequate notice of all of these dates and
times, when known, 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/
. Any revisions or changes to these dates and/or times will be
notified in the same way.
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 Tel: +44 (0) 20 7710
Palmer-Brown (Healthcare Investment Banking) 7600
Matthew Blawat / Ben Good (UK Investment
Banking)
Cairn (Nominated Adviser to Yourgene)
Liam Murray / Ludovico Lazzaretti Tel: +44 (0) 20 7213
0880
Walbrook PR Limited (Media and Investor
Relations for Yourgene)
Alice Woodings / Lianne Applegarth Tel: +44 (0) 20 7933
8780 or yourgene@walbrookpr.com
Mob: +44 (0) 7407 804
654 / +44 (0) 7584
391 303
Novacyt
James Wakefield (Chairman) c/o Numis
James McCarthy (acting Chief Executive
Officer)
Numis (Financial Adviser and Joint Broker
to Novacyt and Financial Adviser to Novacyt
UK)
Freddie Barnfield / Stuart Ord / Duncan Tel: +44 (0) 20 7260
Monteith / Jack McLaren 1000
S.P. Angel Corporate Finance LLP (Nominated
Adviser and Joint Broker to Novacyt)
Matthew Johnson / Charlie Bouverat (Corporate Tel: +44 (0) 20 3470
Finance) 0470
Vadim Alexandre / Rob Rees (Corporate
Broking)
Walbrook PR Limited (Media and Investor
Relations for Novacyt)
Paul McManus / Stephanie Cuthbert / Phil Tel: +44 (0) 20 7933
Marriage 8780 or novacyt@walbrookpr.com
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.
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. 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 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 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 proposed to be effected by
means of a scheme of arrangement under the Companies Act 2006. 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 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.
Yourgene's financial statements, and all financial information
that is included in this announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, 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.
If Novacyt UK were to elect to implement the Acquisition by
means of a Takeover Offer and determines to extend the Takeover
Offer into the United States, the Acquisition would be made in
compliance with applicable U.S. laws and regulations, including to
the extent applicable, Section 14(d) and 14(e) of the U.S. Exchange
Act and Regulations 14D and 14E thereunder, as well as in
accordance with the Code. Such a Takeover Offer would be made in
the United States by Novacyt UK (and/or a nominee of Novacyt UK)
and no one else.
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.
Right to switch to a Takeover Offer
Novacyt UK reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Novacyt
UK so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those
which would apply to the Scheme.
Publication on website
In accordance with Rule 26 of the Code, a copy of this
announcement 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 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 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, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom; or (ii) calling
+44 (0) 371 664 0300. 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.
Information relating to Yourgene Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Yourgene Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Yourgene may be provided to Novacyt UK during
the Offer Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the 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. on the 10th Business Day (as defined in the Code)
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. on the 10th Business Day (as defined in
the 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 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. on the
Business Day (as defined in the 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 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 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 +44 (0) 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Announcement not a prospectus
This announcement does not constitute a prospectus or prospectus
equivalent document.
Private purchases
In accordance with normal UK practice, Novacyt UK or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Yourgene
Shares, other than pursuant to the Acquisition, until the date on
which the Scheme (or Acquisition, 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 will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at https://www.londonstockexchange.com .
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Yourgene confirms
that, as at the date of this announcement, it has 3,193,466,515
Yourgene Shares in issue under the International Securities
Identification Number GB00BN31ZD89. No Yourgene Shares are held by
Yourgene in treasury.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and/or date (2023)
Court Sanction Hearing 7 September
Last day of dealings in, and 7 September
for registration of transfers
of, and disablement in CREST
of, Yourgene Shares
Scheme Record Time 6.00 p.m. on 7 September
Dealings in Yourgene Shares at or around 7.30 a.m. on 8
suspended September
Effective Date of the Scheme 8 September (1)
Cancellation of admission of at or around 7.00 a.m. on 11
Yourgene Shares to trading on September
AIM
Latest date for despatch of 22 September
cheques and crediting of CREST
for Consideration due under
the Scheme
Long Stop Date 29 December (2)
Notes:
(1) These dates and times are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.
(2) Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of
the Court Order being delivered to the Registrar of Companies. This
is presently expected to occur within one Business Day after the
date of the Sanction Hearing, subject to satisfaction or (where
capable of waiver), waiver of the Conditions.
(3) This is the latest date by which the Scheme may become
Effective unless Novacyt UK and Yourgene agree (and the Panel and,
if required, the Court permit) a later date or if the Panel
requires an extension to the Long Stop Date pending final
determination of an issue under section 3(g) of Appendix 7 to the
Takeover Code.
(4) The dates and times given are indicative only and are based
on Yourgene's and Novacyt UK's current expectations and may be
subject to change. If any of the expected times and/or dates above
change (a) the revised times and/or dates will be notified to
Yourgene Shareholders by 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/ and (b)
if required by the Panel, Yourgene will send notice of the
change(s) to Yourgene Shareholders and, for information only to
Yourgene Share Plan Participants.
(5) All references to times are to London time unless otherwise stated.
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END
MSCNKOBKABKDDFD
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