YGEN Yourgene Health Plc

TIDMYGEN

RNS Number : 8955L

Yourgene Health PLC

11 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

11 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

De-listing and cancellation of trading of Yourgene Shares

Further to the announcement made by Yourgene on 8 September 2023 that the Scheme has now become Effective in accordance with its terms, Yourgene announces that, following an application to the London Stock Exchange, the admission to trading on AIM of Yourgene Shares has been cancelled with effect from 7.00 a.m. today, 11 September 2023.

It is intended that Yourgene will be re-registered as a private company limited by its shares under the relevant provisions of the Companies Act 2006.

Capitalised terms used in this Announcement shall, unless otherwise defined, have the same meaning as set out in the scheme document published by Yourgene on 27 July 2023 (a copy of which is available on Yourgene's website at https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/ ). All references to times in this announcement are to London time.

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.

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