Completion of acquisition of Yourgene Health plc

Novacyt S.A.

08 September 2023

 

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Novacyt S.A.

("Novacyt", the "Company" or the "Group")

Completion of acquisition of Yourgene Health plc and Board appointments

Acquisition adds scale and diversification to create a stronger global diagnostics business, with a complementary suite of genomic technologies and services

Paris, France and Eastleigh, UK - 8 September 2023 - Novacyt (EURONEXT GROWTH: ALNOV; AIM: NCYT), an international specialist in clinical diagnostics, announces the completion of the acquisition by Novacyt UK Holdings Limited ("Novacyt UK"), a wholly-owned subsidiary of Novacyt, of the entire share capital of Yourgene Health plc ("Yourgene"), an international molecular diagnostic group (the "Acquisition"). The Acquisition has been implemented by way of a scheme of arrangement between Yourgene and its shareholders under Part 26 of the UK Companies Act 2006 (the "Scheme").

Further to the announcements made by the Company and Yourgene on 7 September 2023, that the Court had sanctioned the Scheme, the Company is pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and accordingly, Novacyt UK is now the owner of the entire issued share capital of Yourgene.

Yourgene's announcement regarding the Scheme becoming Effective, including details on settlement and the timing for the suspension of trading and subsequent delisting and cancellation of admission to trading on AIM for Yourgene Shares can be viewed here: polaris.brighterir.com/public/yourgenehealth/news/rns/story/rmv3q2r

Yourgene is an international integrated technologies and services business, enabling the delivery of genomic medicine. It primarily develops, manufactures, and commercialises simple and accurate molecular diagnostic and screening solutions, for reproductive health and precision medicine. Yourgene's portfolio of in vitro diagnostic products includes non-invasive prenatal tests (NIPT) for Down's Syndrome and other genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests and DPYD genotyping assays. Yourgene is headquartered in Manchester, UK with offices in Taipei (divestment pending), Singapore, the U.S. and Canada.

The Acquisition is a key strategic milestone for Novacyt, creating a larger, specialist international diagnostics company, adding scale and diversification to accelerate revenue growth and build long term value. The Enlarged Group will have a broader product portfolio and complementary expertise, strengthening the Company's market position and enabling Novacyt to deliver more integrated solutions to its customers. With Novacyt's strong financial position and complementary resources, the Novacyt Board believes the Company is well-placed to accelerate the growth of Yourgene's core NIPT offering, Ranger® Technology and PCR portfolio to the benefit of the Enlarged Group.

In accordance with the terms of the Acquisition, both Dr John Brown and Lyn Rees (Yourgene's former Chairman and CEO respectively) will join the board of Novacyt as non-executive and executive director respectively, first as non-voting members, then as full members, subject to shareholder ratification at the next AGM.

James McCarthy, Acting Group CEO of Novacyt, commented: "The acquisition of Yourgene is an important strategic milestone for Novacyt, broadening the scale and depth of our expertise and adding a complementary suite of products and services in the exciting area of genomic medicine. I am delighted to welcome Lyn and his team to Novacyt and look forward to working together as we continue to develop new innovative diagnostic solutions to improve healthcare outcomes and drive the growth of the business."

Commenting on the Acquisition, Lyn Rees, Chief Executive Officer of Yourgene, said:"I am excited to join the Novacyt team and look forward to continuing the evolution of Yourgene and the Enlarged Group. With the combined resources and expertise within the Enlarged Group, we are well placed to unlock the full potential of our technologies and services and deliver greater value to our customers."

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in Part VII of the scheme document published by Yourgene on 27 July 2023 in connection with the Scheme.

Regulatory Disclosures

Save for the information set out above and below, there are no further disclosures to be made in accordance with Rule 17, Schedule Two (g) of the AIM Rules for Companies in respect of the appointments of Mr John Robert Brown, aged 68, and Mr Lyn Dafydd Rees, aged 50.

Director	Current Directorships	Past Directorships (previous 5 years)
Mr John Brown	CALCIVIS Ltd Craigmhor Consulting Ltd DRC Management III LLC 2 Drug Royalty III GP LLC JWEB Limited Laverock Therapeutics Ltd Yourgene Health plc	Acacia Pharma Group Plc BioCity Investments Limited BioCity Group Limited BioCity Nottingham Limited Cell Therapy Catapult Limited Mobius Technology Limited Synpromics Ltd
Mr Lyn Rees	Delta Diagnostics (UK) Limited My HealthChecked Plc (previously Concepta Plc) LJ Consultancy Ltd Yourgene Health France SASU Yourgene Health Inc (USA) Yourgene Health Canada Inc Yourgene Health Plc (previously Premaitha Health plc) Yourgene Genomic Services Limited Yourgene Health Singapore Co. Pty Yourgene Health Taiwan Ltd Yourgene Health UK Limited (previously Premaitha Ltd)	Abingdon Health plc

Mr Rees and Mr Brown do not hold any ordinary shares of €1/15 each in the Company.

Contacts

Novacyt SA		[phone]
James Wakefield, Non-Executive Chairman James McCarthy, Acting Chief Executive Officer
SP Angel Corporate Finance LLP (Nominated Adviser and Broker)			[phone]
Matthew Johnson / Charlie Bouverat (Corporate Finance) Vadim Alexandre / Rob Rees (Corporate Broking)
Numis (Financial Adviser and Joint Broker to Novacyt and Financial Adviser to Novacyt UK)			[phone]
Freddie Barnfield / Stuart Ord / Duncan Monteith / Jack McLaren
Allegra Finance (French Listing Sponsor) Rémi Durgetto / Yannick Petit			[phone] [e-mail] / [e-mail]
Walbrook PR (Financial PR & IR) Stephanie Cuthbert / Anna Dunphy / Phillip Marriage		[phone] [e-mail]

About Novacyt Group

Novacyt is an international diagnostics business delivering a broad portfolio of in vitro and molecular diagnostic tests for a wide range of infectious diseases, enabling faster, more accurate, accessible testing to improve healthcare outcomes. The Company provides customers with a seamless sample-to-result workflow using its integrated and scalable instrumentation/solutions. The Company specialises in the design, manufacture, and supply of real-time PCR kits, reagents and a full range of laboratory and qPCR instrumentation for molecular biology research and clinical use. Novacyt offers one of the world's most varied and comprehensive range of qPCR assays, covering human, veterinary, biodefence, environmental, agriculture and food testing.

Novacyt is headquartered in Vélizy in France with offices in Stokesley and Eastleigh, UK, and is listed on the London Stock Exchange's AIM market ("NCYT") and on the Paris Stock Exchange Euronext Growth ("ALNOV").

For more information, please refer to the website: www.novacyt.com

About Yourgene Health

Yourgene Health is an international integrated technologies and services business, enabling the delivery of genomic medicine. The Group works in partnership with global leaders in DNA technology to advance diagnostic science.

Yourgene primarily develops, manufactures, and commercialises simple and accurate molecular diagnostic and screening solutions, for reproductive health and precision medicine. The Group's portfolio of in vitro diagnostic products includes non-invasive prenatal tests (NIPT) for Down's Syndrome and other genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests and DPYD genotyping assays.

Building on our expertise in genomic technology, Yourgene's Ranger® Technology offers next generation size selection with a range of sample preparation platforms for dynamic target enrichment. Ranger® Technology can be utilised to improve workflows and performance in multiple applications including NIPT, oncology, infectious disease testing and gene synthesis.

Yourgene Genomic Services offers a clinical service from UK and Taiwan focusing on precision medicine and reproductive health, including NIPT.

Yourgene Health is headquartered in Manchester, UK with offices in Taipei, Singapore, the US and Canada, and is listed on the London Stock Exchange's AIM market under the ticker "YGEN".

For more information visit https://yourgenehealth.com/ and follow us on twitter @Yourgene_Health.

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.

 

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