TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i |
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: |
Yourgene Health plc |
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
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Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
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An acquisition or disposal of voting rights |
X |
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An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
X |
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Other (please specify)iii: |
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3. Details of person subject to the notification obligationiv |
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Name |
Life Technologies Limited, a company incorporated in Scotland with company number SC083107 |
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City and country of registered office (if applicable) |
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4. Full name of shareholder(s) (if different from 3.)v |
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Name |
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City and country of registered office (if applicable) |
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5. Date on which the threshold was crossed or reachedvi: |
22 February 2019 |
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6. Date on which issuer notified (DD/MM/YYYY): |
26 February 2019 |
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7. Total positions of person(s) subject to the notification obligation |
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% of voting rights attached to shares (total of 8. A) |
% of voting rights through financial instruments |
Total of both in % (8.A + 8.B) |
Total number of voting rights of issuervii |
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Resulting situation on the date on which threshold was crossed or reached |
9.01% (based on current share capital) and 8.06% (based on so-enlarged share capital) |
11.84% based on current share capi-tal) and 10.58% (based on so-enlarged share capital) |
20.85% based on current share capital) and 18.64% (based on so-enlarged share capital) |
458,999,688 (based on current share capital) and 513,332,229 (based on so-enlarged share capital) |
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Position of previous notification (if applicable) |
N/A |
29.79% (based on current share capital) and 22.95% (based on so-enlarged share capital) |
N/A |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rightsix |
% of voting rights |
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Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
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Ordinary Shares of 0.1 pence each GB00BN31ZD89 |
41,356,165 |
0 |
9.01% (based on current share capital) and 8.06% (based on so-enlarged share capital) |
0% |
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SUBTOTAL 8. A |
41,356,165 |
9.01% (based on current share capital) and 8.06% (based on so-enlarged share capital) |
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
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SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
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Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
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Warrants |
11 December 2023 |
Exercisable up to 11 December 2023 |
Physical |
20,325,204 |
4.43% (based on current share capital) and 3.96% (based on so-enlarged share capital) |
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Warrants |
11 December 2023 |
Exercisable up to 11 December 2023 |
Physical |
17,094,018 |
3.72% (based on current share capital) and 3.33% (based on so-enlarged share capital) |
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Warrants |
11 December 2023 |
Exercisable up to 11 December 2023 |
Physical |
16,913,319 |
3.68% (based on current share capital) and 3.29% (based on so-enlarged share capital) |
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SUBTOTAL 8.B.2 |
54,332,541 |
11.84% based on current share capital) and 10.58% (based on so-enlarged share capital) |
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
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Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii |
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Full chain of controlled undertakings through which the voting rights and/or the |
X |
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Namexv |
% of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
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Thermo Fisher Scientific Inc. |
9.01% (based on current share capital) and 8.06% (based on so-enlarged share capital) |
11.84% based on current share capital) and 10.58% (based on so-enlarged share capital) |
20.85% based on current share capital) and 18.64% (based on so-enlarged share capital) |
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Thermo Fisher Scientific Life Holdings Limited |
9.01% (based on current share capital) and 8.06% (based on so-enlarged share capital) |
11.84% based on current share capital) and 10.58% (based on so-enlarged share capital) |
20.85% based on current share capital) and 18.64% (based on so-enlarged share capital) |
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Life Technologies Limited |
9.01% (based on current share capital) and 8.06% (based on so-enlarged share capital) |
11.84% based on current share capital) and 10.58% (based on so-enlarged share capital) |
20.85% based on current share capital) and 18.64% (based on so-enlarged share capital) |
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10. In case of proxy voting, please identify: |
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Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional informationxvi |
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Subscription by Life Technologies Limited for new ordinary shares in the issuer pursuant to the exercise of warrants over 28,938,797 ordinary shares at 10.73 pence per share and warrants over 12,417,368 ordinary shares at 5.78 per share. |
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Place of completion |
London, United Kingdom |
Date of completion |
22 February 2019 |