TIDMYGEN
RNS Number : 5237F
Yourgene Health PLC
10 March 2020
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PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION
596/2014.
Yourgene Health plc
("Yourgene" or the "Company")
Acquisition of French distribution channel
& Direct Subscription to raise GBP2.5m
Manchester, UK - 10 March 2020: Yourgene (AIM: YGEN), a leading
international molecular diagnostics group, announces the
acquisition of AGX-DPNI S.A.S., a newly formed entity comprised of
the NIPT distribution business of AdGeniX S.a.r.L ("AdGeniX"), the
Company's current French distribution partner for its IONA (R)
test, for an initial cash consideration of EUR2.4m (c. GBP2.0m) and
up to a maximum of EUR1.7m (c. GBP1.4m) in cash earn-out payments
based on sales growth performance criteria (the "Acquisition").
In addition, the Company has raised gross proceeds of GBP2.5
million by way of a direct subscription of 17,482,517 new ordinary
shares (the "Direct Subscription") at 14.3p per ordinary share (the
"Placing") with BGF Investment Management Limited ("BGF"), an
existing significant shareholder of the Company. The net proceeds
of the Direct Subscription will be used to satisfy the initial cash
consideration and for general working capital purposes. Cash-based
earn-out payments are expected to be met using the Company's future
cashflows arising out of the Acquisition.
Acquisition highlights
-- Acquisition of AGX-DPNI S.A.S., incorporating all customer
contracts, current employees and assets that relate to the NIPT
distribution business of AdGeniX
-- France is a key growth market for NIPT with French Government
reimbursement agreed in early 2019 and 75% growth in Yourgene NIPT
volume sales in 2019
-- Acquisition timed ahead of further anticipated market growth
and Yourgene's launch of the Illumina-based IONA(R) test
-- The Company estimates an immediate EBITDA uplift in first
year of c.GBP0.5m from internalising distributor margins
-- NIPT customers in France are mainly large private laboratory
networks which have nationwide coverage and better access to new
high growth markets in the French-speaking Africa and Middle East
regions
-- Integrates the NIPT commercial channel in France with the
Company's own direct channel that was acquired through the
Elucigene acquisition in April 2019, allowing further range-selling
opportunities including further uptake of the reproductive health
product portfolio, across public and private health networks
About AdGeniX ( https://www.adgenix.fr/)
AdGeniX is a privately held French company, based near
Versailles, Paris, with over 25 years' experience of selling into
the cytogenetic and pharmaceutical laboratory markets. They were
appointed as distributors for Yourgene's IONA (R) test in 2015 and
have built a significant market position for the product in France.
Since first sales in 2016, NIPT sales volumes have grown rapidly
and the Company expects this trend to continue, particularly
following the introduction of reimbursement by the French
Government for NIPT in 2019 (in France DPNI - dépistage prénatal
non-invasif). In addition, the Company expects to further increase
NIPT sales volumes in this market following the launch of the
Illumina-based IONA(R) test, for which it recently submitted its
technical file to its EU notified body for CE-IVD approval .
Consideration
An initial cash consideration of EUR2.4m will be payable upon
completion. A further two cash payments of EUR0.6m each will be
payable in October 2020 and April 2021 dependent on NIPT sales
growth during the period, with a final cash bonus of up to EUR0.5m
due in April 2021 if NIPT sales exceed additional agreed targets.
The executive management of AdGeniX are contracted during the
earn-out period to ensure a successful transition and customer
continuity, with an additional multi-year non-compete provision
from completion.
Lyn Rees, CEO of Yourgene, commented: "The Acquisition of our
French distributor makes sense for Yourgene on a number of levels.
This has an immediate and positive impact on earnings and is an
opportunity to fully capitalise on our rising NIPT sales in this
growing market alongside our current direct sales of additional
reproductive health products. This also allows us to gain maximum
benefit from the launch of our Illumina-based IONA(R) test and
increases our ability to range-sell additional content into France
and beyond.
"Whilst this provides us with our first direct commercial
presence in Europe, and gives us an EU-based presence post-Brexit,
it also opens up access to high growth French speaking African and
Middle Eastern markets not previously addressed by Yourgene. I
would also like to thank BGF for their continued support for our
ambitious growth strategy."
Issue of Equity and Total Voting Rights
The New Ordinary Shares will rank pari passu with all existing
ordinary shares in the Company. The Direct Subscription is being
made under existing shareholder authorities and following
Admission, BGF will own 8.1% of the issued ordinary share capital
of the Company.
Application will be made to London Stock Exchange for the
admission of 17,482,517 New Ordinary Shares to trading on AIM (the
"Admission"). It is expected that Admission will occur and that
dealings in the shares will commence at 8.00 a.m. on or around
Friday, 13 March 2020. The New Ordinary Shares represent
approximately 2.9% of the existing issued ordinary share capital of
the Company.
Following Admission, the Company will have 616,482,205 ordinary
shares in issue. No ordinary shares are held in treasury. The total
number of voting rights in the Company will therefore be
616,482,205. The above figure may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Yourgene Health plc Tel: +44 (0)161 669 8122
Lyn Rees, Chief Executive Officer investors@yourgene-health.com
Barry Hextall, Chief Financial Officer
Joanne Cross, Director of Marketing
Cairn Financial Advisers LLP (NOMAD) Tel: +44 (0)20 7213 0880
Liam Murray / James Caithie / Ludovico
Lazzaretti
Stifel Nicolaus Europe Limited (Sole Tel: +44 (0)20 7710 7600
Corporate Broker)
Nicholas Moore / Matthew Blawat / Ben
Maddison
Walbrook PR Ltd (Media and Investor Tel: +44 (0)20 7933 8780 or yourgene@walbrookpr.com
Relations)
Paul McManus / Lianne Cawthorne Mob: 07980 541 893 / Mob: 07584 391 303
About Yourgene Health plc
Yourgene 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 is also extending its genetic
testing offering into oncology.
Yourgene 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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