Result of General Meeting and Retail Offer

RNS Number : 1522M

Yourgene Health PLC

09 January 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Yourgene Health plc 

("Yourgene" or the "Company")

Result of General Meeting and Retail Offer,

Issue of Equity and Total Voting Rights

Director/PDMR Shareholding

Directorate Changes

The Board of Yourgene Health plc (AIM: YGEN ), a leading international molecular diagnostics group, is pleased to announce that resolutions put to Shareholders at the General Meeting held earlier today in connection with the Capital Raising announced on 21 December 2022, were duly passed.

Result of General Meeting

		In Favour				Discretion				Against			Withheld
Resolution	Votes	%age	Items		Votes	%age	Items		Votes	%age	Items		Votes	Items
1	251,650,863	98.24	18		468	0.01	1		4,486,899	1.75	9		991,514	2
2	251,522,394	98.19	17		468	0.01	1		4,614,868	1.8	9		992,014	3
3	251,650,863	98.24	18		468	0.01	1		4,486,399	1.75	8		992,014	3
4	251,594,704	98.22	18		468	0.01	1		4,542,558	1.77	8		992,014	3

Result of Retail Offer

Yourgene also announces that it has raised approximately £0.8 million before expenses pursuant to the subscriptions under the Retail Offer from existing shareholders for a total of 265,757,345 Retail Shares. In addition, the Company has received further direct subscriptions from certain existing Shareholders for a total of 49,102,204 new Ordinary Shares raising an additional £0.1 million. The Company also confirms that it has been notified that Life Technologies Limited will not be exercising its pre-emption rights in respect of the Capital Raising.

The Company has therefore issued and allotted a total of 2,449,859,549 New Ordinary Shares in connection with the Capital Raising, raising £ 7.3 million in aggregate (before expenses). The net proceeds of the Capital Raising are expected to be approximately £6.8 million.

The Capital Raising remains conditional, inter alia, upon Second Admission and the Placing Agreement not being terminated in accordance with its terms.

Director participation in the Retail Offer

Dr Joanne Mason, Chief Scientific Officer, has also subscribed for a total of 3,666,666 Retail Shares ("Retail Transaction") under the Retail Offer, in addition to the 3,333,333 New Ordinary Shares previously subscribed for directly from the Company.

The Directors independent of the Retail Transaction (being all Directors with the exception of Dr Joanne Mason) consider, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser for the purposes of the AIM Rules, that the terms of such Retail Transaction are fair and reasonable in so far as the Shareholders are concerned.

Director shareholdings

Following completion of the Capital Raising, the shareholdings of the Directors who participated in the Capital Raising are set out in the table below:

Director	Existing beneficial shareholdings	Number of  Shares subscribed for in the Capital Raising	Number of Ordinary Shares held   following the Admissions	Percentage of Enlarged Issued   Share Capital following Admissions
John Brown	352,450	33,333,333	33,685,783	1.06%
Stephen Little	6,726,735	26,666,667	33,393,402	1.05%
Adam Reynolds	6,743,773	33,333,3332	40,077,106	1.26%
Bill Chang	80,000,142	200,000,000	280,000,142	8.81%
Lyn Rees	2,037,902	83,333,3331	85,371,235	2.69%
Hayden Jeffreys	3,827,482	3,333,333	7,160,815	0.13%
Dr Joanne Mason	61,251	6,999,999	7,061,250	0.22%

¹ 16,666,667 Ordinary Shares are in lieu of repaying the £50k loan provided by Lyn in respect of the Director Loans as announced on 21 December 2022.

² 16,666,667 Ordinary Shares are in lieu of fees payable by the Company under Adam Reynolds' service contract

As announced 21 December 2022, Bill Chang provided a loan of £150k to the Company pursuant to the Director Loans. Bill Chang's loan has been repaid prior to the Second Admission.

Board changes

On Second Admission, the following Directors will step down from the Board:  Adam Reynolds, Dr. Stephen Little, Hayden Jeffreys and Dr. Joanne Mason.  Mr. Jeffreys and Dr. Mason will continue in their roles as Chief Operating Officer and Chief Scientific Officer respectively as non-statutory directors of the Company and Dr Little will remain in a scientific advisory capacity.

Issue of equity

The Second Admission Shares, Subscription Shares and Retail Shares will be allotted on 9 January 2023 and application has been made to the London Stock Exchange for, in aggregate, 2,383,779,549 Second Admission Shares, Subscription Shares and Retail Shares to be admitted to trading on AIM. Second Admission is expected to occur at 8.00 a.m. on 11 January 2023, with dealings in the Second Admission Shares, Subscription Shares and Retail Shares commencing at the same time .

The Second Admission Shares, Subscription Shares and Retail Shares will rank pari passu with all other issued Ordinary Shares.

Total voting rights

Following Second Admission, the Company will have 3,176,959,792 Ordinary Shares in issue. No Ordinary Shares will be held in treasury, therefore, the total number of voting rights in the Company following Admission will be 3,176,959,792 .

Shareholders may use this figure 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 issued share capital of the Company, under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Circular, published by the Company on 23 December 2022.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

Enquiries:

Yourgene Health plc		[phone]
Lyn Rees (Chief Executive Officer) Barry Hextall (Chief Financial Officer) Joanne Cross (Director of Marketing)		[e-mail]
Cairn Financial Advisers LLP (Nomad)		[phone]
Liam Murray/ James Caithie/ Ludovico Lazzaretti
Singer Capital Markets (Corporate Broker)		[phone]
Aubrey Powell/ Tom Salvesen/ George Tzimas/ Alex Emslie
Walbrook PR Ltd (Media and Investor Relations)	[phone] or [e-mail]
Paul McManus/ Lianne Applegarth/ Alice Woodings		Mob: [phone]

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	A)  John Brown B)  Stephen Little C)  Bill Chang D)  Hayden Jeffreys E)  Joanne Mason
2	Reason for the notification
a)	Position/status	A)  Non-executive Chairman B)  Vice Chairman C)  Chief Entrepreneur D)  Chief Operating Officer E)  Chief Scientific Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Yourgene Health plc
b)	LEI	213800UUIT8BZE7QEH33
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification code	ISIN: GB00BN31ZD89
b)	Nature of the transaction	Subscription of shares pursuant to the Capital Raising
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			A)  0.3p	A)  33,333,333
			B)  0.3p	B)  33,333,333
			C)  0.3p	C)  200,000,000
			D)  0.3p	D)  3,333,333
			E)  0.3p	E)  6,999,999
d)	Aggregated information	N/A
	- Aggregated volume
	- Price
e)	Date of the transaction	9 January 2023 (Admission 11 January 2023)
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Lyn Rees
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Yourgene Health plc
b)	LEI	213800UUIT8BZE7QEH33
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification code	ISIN: GB00BN31ZD89
b)	Nature of the transaction	A)  Subscription of shares pursuant to the Capital Raising B)  New ordinary shares in lieu of Director Loans
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			A)  0.3p	A)  66,666,666
			B)  0.3p	B)  16,666,667
d)	Aggregated information
	- Aggregated volume	83,333,333 new ordinary shares
	- Price	0.3p per share
e)	Date of the transaction	9 January 2023 (Admission 11 January 2023)
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Adam Reynolds
2	Reason for the notification
a)	Position/status	Non-executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Yourgene Health plc
b)	LEI	213800UUIT8BZE7QEH33
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of 0.1p each
	Identification code	ISIN: GB00BN31ZD89
b)	Nature of the transaction	A)  Subscription of shares pursuant to the Capital Raising B)  New ordinary shares for Fee Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			A)  0.3p	A)  16,666,666
			B)  0.3p	B)  16,666,667
d)	Aggregated information
	- Aggregated volume	33,333,333 new ordinary shares
	- Price	0.3p per share
e)	Date of the transaction	9 January 2023 (Admission 11 January 2023)
f)	Place of the transaction	Outside a trading venue

About Yourgene Health

Yourgene Health is an international molecular diagnostics group which develops integrated genomic technologies and services enabling precision 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 solutions, for reproductive health, precision medicine and now infectious diseases. The Group's flagship products include non-invasive prenatal tests (NIPT) for Down's Syndrome and other genetic disorders, Cystic Fibrosis screening tests, invasive rapid aneuploidy tests, and a recent extension into the oncology space with DPYD genotyping.

The launch of Yourgene Genomic Services has enabled Yourgene to offer a global laboratory service network equipped to be a full life-cycle partner for clinical, research and pharmaceutical organisations to support partners at the preclinical, clinical, and post-market stages to develop, manufacture, obtain regulatory approval and commercialise new products and services. In addition, Yourgene Genomic Services offers an NIPT and high throughput COVID-19 testing service.

In August 2020, Yourgene acquired Coastal Genomics , Inc., a sample preparation technology company based in Vancouver, Canada, enabling the Company to extend its offering and IP portfolio in the DNA sample preparation sector. The acquisition increased Yourgene's geographical penetration into the US and Canada, supplementing existing coverage in the UK, Europe, MEA and Asia.

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 www.yourgene-health.com and follow us on twitter @Yourgene_Health.

 

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