Major Capital & Commercial Restructuring

RNS Number : 2868Q

Yourgene Health PLC

18 February 2019

 

 Yourgene Health plc

("Yourgene" or the "Company")

Yourgene Health Announces Capital and Commercial Restructuring

with Major Shareholder

Manchester, UK - 18 February 2019: Yourgene Health (AIM: YGEN), the international molecular diagnostics group which commercialises genetic products and services, announces a restructuring of its financial and commercial relationship with Life Technologies Limited ("Life Technologies").

Lyn Rees, CEO of Yourgene Health, commented:

"I am delighted with the restructuring of our relationship with Life Technologies, which places Yourgene in a stronger position to capitalise on the significant global non-invasive prenatal testing ("NIPT") opportunity. Life Technologies will now be a supportive major shareholder in the business, and our new agreement creates a partnership through which we can continue to develop the high-growth NIPT markets of Southeast Asia."

·     Life Technologies to exercise warrants it holds in the Company over 41,356,165 ordinary shares at an average exercise price of 9.2 pence per share, resulting in Life Technologies owning approximately 9 per cent of the enlarged issued share capital of the Company

o  Proceeds of £3.8 million to be used to reduce loan balance outstanding to Life Technologies

o  Life Technologies shares will be subject to a three-year lock-in period, to run alongside a new commercial agreement as described below

·     Life Technologies to write off the remaining £12.7 million of loans, including accrued interest, leaving the Company substantially debt free, subject to the following mechanisms:

o  Yourgene will, once cashflow positive, pay a modest commission on sales within Southeast Asia under the new commercial agreement described below, up to a cap of £6.5 million

o  Yourgene will establish a contingent liability of £6.5 million which crystallises only in the event of a sale of the Company or its insolvency

o  Future gains realised by Life Technologies through its equity position in Yourgene will offset the commissions and the contingent liability

·     Life Technologies to retain its remaining tranches of warrants over 54,332,541 ordinary shares in the Company with a weighted average exercise price of 16.6 pence per ordinary share, giving it a fully exercised position of approximately 17 per cent on a fully diluted basis

o  Yourgene has the ability to force conversion or cancellation of these warrants, at Life Technologies' preference, in the event that the share price sustains a level of more than 50 per cent above the exercise price for each respective tranche after an initial period for each respective tranche

Commercial Agreement for NIPT in Southeast Asia

·     New agreement to be entered into granting Life Technologies a three-year period of exclusivity for the Company's NIPT products in Southeast Asia (the "Territories")

o  Yourgene will exclusively promote its NIPT products on Life Technologies next-generation sequencing systems, initially in defined Southeast Asian markets

o  Once Yourgene is cashflow positive it will pay modest commissions to Life Technologies on sales made in the Territories until a cap threshold of £6.5 million is reached (as described above) through either commission paid or realised share price gains

Rees continued:

"I am extremely encouraged by the progress that Yourgene has made in recent months. Trading in the second half of the current financial year is anticipated to be the strongest period to date and we will enter the new financial year effectively debt free, with no distractions from litigation and with a strengthened leadership team that is aligned to deliver a platform agnostic business both within NIPT and the wider genetic testing market. We have a strong pipeline of new product opportunities that will broaden our offering, making Yourgene even more relevant to our global partners."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For more information, please contact:
Yourgene Health plc Lyn Rees, Chief Executive Officer Barry Hextall, Chief Financial Officer Joanne Cross, Head of Marketing [e-mail]	Tel: [phone]
Cairn Financial Advisers LLP (NOMAD) Liam Murray / James Caithie	Tel: [phone]
finnCap (Broker) Geoff Nash / Matthew Radley (Corporate Finance) Tim Redfern / Sunila de Silva (ECM)	Tel: [phone]
Vigo Communications Ben Simons / Fiona Henson / Antonia Pollock [e-mail]	Tel: [phone]

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. 

Our product development, research service and commercial capabilities extend across the lifecycle of genetic test development including regulatory submissions.

Yourgene Health's first commercialised products are non-invasive prenatal tests (NIPT) for Down's syndrome and other genetic disorders, targeting a share of an emerging billion-dollar global market.

Prenatal screening is an established clinical practice, but accuracy challenges with traditional methods are driving the need for NIPT and other DNA-based reproductive health testing solutions. Yourgene Health's customer-focused products and services support all types of customer, irrespective of size, geography and market maturity. Our commercial footprint is already established in the UK, Europe, the Middle East, Africa and Asia.

Through our technical expertise and partnerships, Yourgene Health is aiming to extend its genetic testing offering into complementary areas of reproductive health and oncology.

Yourgene Health is headquartered in Manchester, UK with offices in Taipei and Singapore. For more information visit www.yourgene-health.com and follow us on twitter @Yourgene_Health.

 

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