October 15, 2020
Yourgene Health plc
(“Yourgene” or the “Group” or the “Company”)
Result of Placing
Manchester, UK – 5 August 2020: Yourgene Health plc (AIM: YGEN), the international molecular diagnostics group, is pleased to confirm, further to the announcements made yesterday and earlier today, that all allocations have been confirmed by Nplus1 Singer Capital Markets Limited (“N+1 Singer”), and the Company has raised gross proceeds of £16.15 million (approximately £15.0 million net of expenses) through a Placing of 95,000,000 new ordinary shares with certain existing and new institutional and other investors at the Placing Price of 17 pence per Placing Share.
Due to the strong demand received in market soundings and following the Bookbuild, the Company decided to increase the size of the Placing with additional funds being allocated to the acceleration of existing programs and other strategic growth initiatives. The Placing was oversubscribed against the Company’s original funding objective, resulting in net proceeds of approximately £15.0 million being raised for the Company. The Placing Price represents a 2.9 per cent. discount to the closing middle market price of 17.5 pence on 3 August 2020, being the latest practicable trading day prior to the announcement of the Placing.
N+1 Singer acted as sole bookrunner in connection with the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares.
Lyn Rees, Chief Executive Officer of Yourgene Health plc, commented:
“We are overwhelmed by the level of support we have seen from our existing and also new shareholders and I would like to extend my thanks to them all for enabling the acquisition of Coastal Genomics and facilitating further growth within the Company. As an early adopter of this technology, which is now a crucial differentiator in our NIPT offering, we have got to know the team in Coastal Genomics and respect their capability and potential. This is a fantastic opportunity for Yourgene to expand our IP portfolio, grow our core technology and expand our geographical footprint and I am very optimistic about the prospect for the enlarged group to continue our growth journey with a stronger armour of IP and technology. The additional funds will be used to accelerate our R&D pipeline, expand our COVID-19 capacity, strengthen our commercial team in key regions and facilitate future M&A activity.”
Participation by Directors in the Placing
Certain of the Company’s Directors (including Dr. Bill Chang, who is also a substantial shareholder) have agreed to subscribe for Placing Shares at the Placing Price.
The number of Placing Shares subscribed for by each of the Directors pursuant to the Placing, and their resulting shareholdings on Admission are set out below:
|Director||Number of existing Ordinary Shares||Number of Placing Shares subscribed for in the Placing||Number of Ordinary Shares held
|Percentage of enlarged
share capital on Admission
|Dr. Bill Chang||74,855,996||510,000||75,365,996||10.47%|
Related party transactions
Dr. Bill Chang and Adam Reynolds (each a director of the Company) have participated in the Placing as set out above (“Transaction”), which pursuant to AIM Rule 13 is deemed to be a related party transaction. The Directors (excluding the Directors who are involved in the Transaction as related parties), having consulted with Cairn Financial Advisers LLP, the Company’s Nominated Adviser, consider that the terms of the Transaction are fair and reasonable insofar as the Company’s shareholders are concerned.
Admission and dealings
Application has been made to the London Stock Exchange for the 95,000,000 Placing Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence in the Placing Shares at 8.00 a.m. on 7 August 2020. The Placing is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms prior to Admission.
Conditional on Admission becoming effective and Completion, a further application will be made to the London Stock Exchange for the 178,753 Company Consideration Shares to be admitted to trading on AIM. It is expected that, admission of the Company Consideration Shares will occur and dealings will commence in such shares at 8:00am on 11 August 2020.
A further announcement is expected to be released by the Company upon Completion, both in respect of the Completion and of the intended admission of the Company Consideration Shares.
Total Voting Rights
Following Admission and the admission of the Placing Shares to trading on AIM, the Company’s issued and fully paid share capital will consist of 719,331,197 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 719,331,197. With effect therefrom, 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.
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 4 August 2020 to announce the launch of the Placing.
For further information, please contact:
Yourgene Health plc
Lyn Rees, Chief Executive Officer
Tel: +44 (0)161 669 8122
|Cairn Financial Advisers LLP (Nominated Adviser)
Liam Murray / James Caithie / Ludovico Lazzaretti
|Tel: +44 (0)20 7213 0880|
|N+1 Singer (Joint Corporate Broker and Sole bookrunner)
Aubrey Powell / Tom Salvesen / George Tzimas
|Tel: +44 (0)20 7496 3000|
Stifel Nicolaus Europe Limited (Joint Corporate Broker)
Nicholas Moore / Matthew Blawat / Ben Maddison
Tel: +44 (0)20 7710 7600
Walbrook PR Ltd (Media and Investor Relations)
Paul McManus / Lianne Cawthorne
Tel: +44 (0)20 7933 8780 or firstname.lastname@example.org
Mob: 07980 541 893 Mob: 07584 391 303
About Yourgene Health
Yourgene Health is an international molecular diagnostics group which develops and commercialises genetic products and services. The group works in partnership with global leaders in DNA technology to advance diagnostic science.
Yourgene develops and commercialises simple and accurate molecular diagnostic solutions, primarily for reproductive health. The Group’s products include non-invasive prenatal tests (NIPT) for Down’s Syndrome and other genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests, male infertility tests and genetic disease tests. Yourgene’s commercial footprint is already established in the UK, Europe, the Middle East, Africa and Asia.
Our product development, research service and commercial capabilities extend across the lifecycle of genetic test development including regulatory submissions. Through our technical expertise and partnerships, Yourgene Health is also extending its genetic testing offering into oncology.
Yourgene Health is headquartered in Manchester, UK with offices in Taipei and Singapore, and is listed on the London Stock Exchange’s AIM market under the ticker “YGEN”. For more information, visit www.yourgene-health.com and follow us on twitter @Yourgene_Health.
About Coastal Genomics
The “Why” behind Coastal Genomics is that good science should not hinge on the fickle nature of manual bench science. This is a shared perspective as evidenced by the continued move to automate life science protocols. Techniques that compromise on result quality in exchange for automatability can be a viable option for some workflows. Inevitably though, the demands of new applications that are high value and high throughput in nature come to require high quality input that can only be delivered by golden standard bench techniques. Please visit our website at www.coastalgenomics.com to learn more about how we help secure quality sample preparation.