NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN

FOR IMMEDIATE RELEASE

17 August 2023

RECOMMENDED CASH OFFER

for

Yourgene Health plc ("Yourgene")

by

Novacyt UK Holdings Limited ("Novacyt UK")

(a wholly-owned subsidiary of Novacyt S.A. ("Novacyt"))

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Result of Court Meeting and General Meeting

On 3 July 2023, the boards of directors of Yourgene and Novacyt announced that they had reached agreement on the terms and conditions of a recommended cash offer to be made by Novacyt UK, a wholly-owned subsidiary of Novacyt, for the entire issued and to be issued ordinary share capital of Yourgene (the "Acquisition").

The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

A circular in relation to the Scheme was published by Yourgene on 27 July 2023 (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meaning as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.

The board of Yourgene is pleased to announce that at the Court Meeting and the General Meeting, each convened in accordance with an order of the Court dated 26 July 2023 in relation to the proposed Scheme and held earlier today:

A.  the requisite majority of Scheme Shareholders who voted and were entitled to vote (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders who voted, voted in favour of the resolution to approve the Scheme at the Court Meeting; and

B.  the requisite majority of Yourgene Shareholders voted to pass the Special Resolution at the General Meeting to approve, inter alia, the implementation of the Scheme, the adoption of amended articles of association for Yourgene and the re-registration of Yourgene as a private limited company and accordingly, the Scheme was approved.

Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting at Parts VIII and Part IX (respectively) of the Scheme Document, which is available 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/. A copy of the Special Resolution passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The total number of Yourgene Shares in issue at 6.00 p.m. on 15 August 2023, being the Voting Record Time, was 3,193,466,515, of which no Yourgene Shares were held by Yourgene in treasury. Consequently, the total voting rights in Yourgene at the Voting Record Time were 3,193,466,515. Scheme Shareholders were entitled to one vote per Scheme Share held at the Voting Record Time at the Court Meeting and Yourgene Shareholders were entitled to one vote per Yourgene Share held at the Voting Record Time at the General Meeting.

The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below and this announcement will be posted on Yourgene's website at https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/.

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 98.88 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:

Notes:

¹All percentages set out in the table above have been rounded to two decimal places. As a result of such rounding the totals of the percentages presented in these totals may vary slightly from the actual arithmetic totals of such percentages.

²Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

³The total number of Scheme Shareholders voting for and against the resolution exceeds the total number of Scheme Shareholders who voted as 10 Scheme Shareholders gave instructions for votes to be cast in favour of the resolution in respect of part of their holding of Scheme Shares and against the Resolution in respect of another part of their holding of Scheme Shares.

Voting results of the General Meeting

At the General Meeting, the special resolution to, inter alia, authorise the implementation of the Scheme and approve the adoption of the amended articles of association for Yourgene, was duly passed on a poll vote. The results are detailed as follows:

Notes:

¹All percentages set out in the table above have been rounded to two decimal places. As a result of such rounding the totals of the percentages presented in these totals may vary slightly from the actual arithmetic totals of such percentages.

²Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.

³A withheld vote is not a vote in law and, accordingly, is not counted in the calculation of the proportion of votes "For" or "Against" the resolution concerned.

Timetable, Conditions and Scheme Document

The outcome of the Court Meeting and the General Meeting means that Conditions 2.1 and 2.2 (as set out in Part III of the Scheme Document) have been satisfied.

The Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and to the further terms set out in Part III of the Scheme Document, including the Court sanctioning the Scheme at the Court Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 12 of the Scheme Document and is set out in the appendix to this announcement. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies.

Yourgene will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Yourgene's website at https://yourgenehealth.com/our-investors/offer-for-yourgene-health-plc/. Any revisions or changes to these dates and/or times will be notified in the same way.

Enquiries:

Addleshaw Goddard LLP is providing legal advice to Yourgene.

Stephenson Harwood LLP is providing legal advice to Novacyt and Novacyt UK.

Important Notices

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Novacyt and Novacyt UK and no one else in connection with the matters described in this announcement. In connection with such matters, Numis will not regard any other person as its client, nor will it be responsible to anyone other than Novacyt and Novacyt UK for providing the protections afforded to clients of Numis or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement. Neither Numis nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with the Acquisition, the matters referred to in this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Numis as to the contents of this announcement.

S.P. Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and joint broker to Novacyt and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Novacyt for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this announcement or any other matters referred to in this announcement. Neither SP Angel nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SP Angel in connection with any matter referred to in this announcement or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Yourgene and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Yourgene for providing the protections afforded to clients of Stifel nor for providing advice in connection with the matters referred to herein. Neither Stifel nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Stifel as to the contents of this announcement.

Cairn Financial Advisers LLP ("Cairn"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser exclusively for Yourgene. Cairn's responsibilities as Yourgene's nominated adviser under the AIM Rules for Companies and AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and no other person. Cairn has not authorised and is not making any representation or warranty, express or implied, as to the contents of this announcement.  

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and the ability of Yourgene Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by the laws and/or regulations of those jurisdictions. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or Yourgene Shareholders who are not resident in the United Kingdom, should inform themselves of, and observe, any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Novacyt and Novacyt UK, or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Further details in relation to Yourgene Shareholders in overseas jurisdictions are contained in the Scheme Document.

U.S. Shareholders

Yourgene Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the Companies Act 2006. This announcement, the Scheme Document and certain other documents relating to the Acquisition have been prepared in accordance with English law, the AIM Rules, the Code and UK disclosure requirements, format and style applicable to a scheme of arrangement, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements of, and practices applicable in, the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of U.S tender offer and proxy solicitation rules.

None of the securities referred to in this announcement, nor the information contained in this announcement, has been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

Yourgene's financial statements, and all financial information that is included in this announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. U.S. generally accepted principals differ in certain respects from International Financial Reporting Standards. None of the financial information in this announcement has been audited in accordance with the auditing standards generally accepted in the U.S. or the auditing standards of the Public Company Accounting Oversight Board of the U.S.

It may be difficult for U.S. holders of Yourgene Shares to enforce their rights and any claims they may have arising under U.S. federal securities laws or the laws of any state or other jurisdiction in the U.S. in connection with the Acquisition, because Yourgene is organised under the laws of a non-U.S. country, and some or all of its officers and directors may be residents of a non-U.S. country. U.S. holders of Yourgene Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. federal securities laws or the laws of any state or other jurisdictions in the U.S. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's jurisdiction or judgment.

If Novacyt UK were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, the Acquisition would be made in compliance with applicable U.S. laws and regulations, including to the extent applicable, Section 14(d) and 14(e) of the U.S. Exchange Act and Regulations 14D and 14E thereunder, as well as in accordance with the Code. Such a Takeover Offer would be made in the United States by Novacyt UK (and/or a nominee of Novacyt UK) and no one else.

The receipt of cash pursuant to the Acquisition by a Yourgene Shareholder in the United States as consideration for the transfer of its Yourgene Shares pursuant to the Scheme will likely be a taxable transaction for U.S. federal income tax purposes and under any applicable U.S. state and local income tax laws. Each Yourgene Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately in connection with making a decision regarding the Acquisition and regarding the U.S. federal, state and local income and non-income tax consequences of the Acquisition applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.

In accordance with normal UK practice, Novacyt UK, certain affiliated companies and their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Yourgene Shares outside of the U.S. other than pursuant to the Acquisition until the date on which the Scheme (or Takeover Offer, if applicable) becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and the United States and will be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at https://www.londonstockexchange.com. 

Forward-looking statements

This announcement may contain certain "forward-looking statements" with respect to Yourgene, Novacyt and Novacyt UK. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of Novacyt and/or Novacyt UK and/or Yourgene and the expansion and growth of the Novacyt Group's and/or the Yourgene Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of the Yourgene Group or the Novacyt Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of Novacyt, Novacyt UK or Yourgene, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Novacyt, Novacyt UK or Yourgene or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Novacyt, Novacyt UK and Yourgene assume no obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

Nothing in this announcement is intended or shall be deemed as a forecast, projection or estimate of the future financial performance of Novacyt, Novacyt UK or Yourgene for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, earnings, earnings per Yourgene Share or Novacyt Share, or income for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per Yourgene Share or Novacyt Share or income of Yourgene or Novacyt, as appropriate.

Right to switch to a Takeover Offer

Novacyt UK reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Novacyt UK so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.

Publication on website

In accordance with Rule 26 of the Code, a copy of this announcement 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 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.

Requesting hard copies

In accordance with Rule 30.3 of the Code, Yourgene Shareholders may request a hard copy of this announcement (and any information incorporated by reference into this announcement), free of charge, by contacting the Yourgene's registrar, Link Group, by: (i) submitting a request in writing to Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom; or (ii) calling +44 (0) 371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Information relating to Yourgene Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Yourgene Shareholders, persons with information rights and other relevant persons for the receipt of communications from Yourgene may be provided to Novacyt UK during the Offer Period as required under section 4 of Appendix 4 of the Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10th Business Day (as defined in the Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. on the 10th Business Day (as defined in the Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the Business Day (as defined in the Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at https://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Announcement not a prospectus

This announcement does not constitute a prospectus or prospectus equivalent document.

Private purchases

In accordance with normal UK practice, Novacyt UK or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Yourgene Shares, other than pursuant to the Acquisition, until the date on which the Scheme (or Acquisition, if applicable) becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at https://www.londonstockexchange.com.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Yourgene confirms that, as at the date of this announcement, it has 3,193,466,515 Yourgene Shares in issue under the International Securities Identification Number GB00BN31ZD89. No Yourgene Shares are held by Yourgene in treasury.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.