REG - Novacyt S.A. - Result of Preferential Subscription Rights Issue

Novacyt SAAnnouncement

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RNS Number : 3966X  Novacyt S.A.  20 March 2026

 

Not to be distributed, directly or indirectly, in the United States,
Australia, New Zealand, Canada, Japan, or South Africa, or any other
jurisdiction in which the availability of the Offer (and any other transaction
contemplated in connection therewith) would violate any applicable law or
regulation (each a "Restricted Jurisdiction").

 

Novacyt S.A.

("Novacyt" the "Company" or the "Group")

 

Result of Preferential Subscription Rights Issue

 

Paris, France, and Manchester, UK - 20 March 2026 - Novacyt S.A. (EURONEXT
GROWTH: ALNOV; AIM: NCYT), an international molecular diagnostics company with
a broad portfolio of integrated technologies and services, announces the
result of its preferential subscription rights ("PSR") issue (the "Offer").
The purpose of this round of financing was to allow existing Shareholders to
participate in an equity raise following the announcement of the completion of
the acquisition of Southern Cross Diagnostics Pty Ltd ("SCD").

 

In total, the Company has raised €784,736 through the issue of 1,961,840 new
ordinary shares ("New Shares"), which includes 1,041,348 shares representing
€416,539.20 subscribed for by the former owner of SCD.

 

Lyn Rees, CEO of Novacyt, commented: "Following the acquisition of SCD, which
opened up new distribution channels to the life sciences and diagnostics
industries in Australia and the wider Asia-Pacific region for the Group, we
launched a PSR, allowing existing Shareholders to participate in a fundraise.
We are pleased to see this conclude successfully and would like to thank our
new and existing Shareholders for taking part. The Board is confident with the
future value this earning accretive acquisition will have on the Group and
outlook."

 

Results from the Offer

 

At the end of the subscription period, total demand (basic entitlements
(souscriptions à titre irréductible), excess application facility
(souscriptions à titre réductible) or unrestricted subscriptions
(souscriptions à titre libre) amounted to 2,456,286 New Shares applied for at
a unit price of €0.40, representing around 125.20% of the maximum number of
Shares to be issued under the Offer.

 

This demand breaks down as follows:

 

-       328,109 Shares requested under basic entitlements (souscriptions
à titre irréductible), i.e. a total amount of €131,243.60, representing
16.72% of the total amount of the Offer,

-       592,383 Shares requested under the excess application facility
(souscriptions à titre réductible), i.e. a total amount of €236,953.20,
representing 30.20% of the total amount of the Offer,

-       1,535,794 Shares requested under unrestricted subscriptions
(souscriptions à titre libre), i.e. a total amount of €614,317.60,
representing 78.28% of the total amount of the Offer, including subscription
commitments amounting to €595,826 1  (#_ftn1) secured by the Company prior
to the Offer.

 1  (#_ftnref1) Excluding the subscription commitment made under basic
entitlement and under the excess application facility by Mr. Jean-Pierre
Crinelli (Board member) in the amount of €10,000.

 

All of the demand under the basic entitlements (souscriptions à titre
irréductible) and the excess application facility (souscriptions à titre
réductible) has been satisfied, which represents 46.92% of the amount of the
Offer (i.e. €368,196.80).

 

Among these subscriptions under basic entitlements (souscriptions à titre
irréductible) and excess application facility (souscriptions à titre
réductible) is the subscription by Mr. Jean-Pierre Crinelli, a shareholder
and member of the Company's Board of Directors, for 25,000 New Shares
amounting to €10,000, as provided for in his subscription commitment dated 1
March 2026.

 

The 1,041,348 New Shares not subscribed for under basic entitlements
(souscriptions à titre irréductible) and excess application facility
(souscriptions à titre réductible) representing 53.08% of the amount of the
Offer and €416,539.20, were freely distributed and allocated by the Board of
directors.

 

Given the oversubscription, the overall allocation rate for unrestricted
subscriptions (souscriptions à titre libre) was approximately 67.8%.

 

Prior to the launch of this Offer, the Company had received subscription
commitments (in the form of unrestricted subscription) totalling
€595,826.14. This included a commitment of €478,526 from Ardenna PTY Ltd
("Ardenna").

 

The Board of Directors, on 19 March 2026, decided to allocate all available
unsubscribed shares to Ardenna, representing 1,041,348 New Shares, resulting
in it holding 1.43% of the Company's enlarged share capital following the
Offer. It should be noted that no related governance agreement has been
entered into with Ardenna.

 

Reminder: use of proceeds from the Offer

 

The net proceeds of the Offer will amount to around €579,736 and will
strengthen the Company's balance sheet.

 

Settlement, delivery and Admission to Trading

 

Settlement and delivery of the New Shares and their admission to trading on
Euronext Growth Paris and AIM are scheduled for on or around 24 March 2026.
The New Shares will carry dividend rights, will be immediately fungible with
the Company's existing Shares, and will be traded on the same listing line,
under the same ISIN code (FR0010397232).

 

Total Share Capital and Voting Rights:

 

Following settlement and delivery, the Company's issued share capital will
amount to €4,839,205.87 and will be comprised of 72,588,088 ordinary Shares
with a par value of €1/15 each.

 

Impact of the issue on consolidated equity per share:

                   Consolidated equity per Share (1)(2)
 Before the issue  €0.67
 After the issue   €0.66

 

(1)  based on consolidated equity as of 30 June 2025 plus transactions
carried out and excluding results since 1 July 2025

(2)  it being specified that the Company has not issued any security giving
access to share capital

 

impact of the issue on the situation of a shareholder with 1% of the capital
and not subscribing to the Offer

                   Percentage of issued share capital
 Before the issue  1.00%
 After the issue   0.97%

 

Commitments to Retain Shares and Abstain from Trading

 

The Company and Ardenna have entered into a lock in arrangement whereby
Ardenna has agreed to hold its New Shares for a minimum of 12 months, after
which orderly market rules will apply for six months.

 

Abstention commitments from the Company

 

None.

 

Important information:

 

The Offer did not give rise to a Prospectus approved by the AMF. Nor does this
announcement constitute, or form part of, a prospectus or a prospectus
equivalent document approved by the Financial Conduct Authority ("FCA").

 

Share codes

 

• Name: NOVACYT

• ISIN code and share ticker symbol: FR0010397232 - LSE: NCYT / EURONEXT
ALNOV

• Listing venue: Euronext Growth Paris

• LEI code: 213800BWAC2BF295EG28

 

Documents on display

 

All of the Company's corporate documents that must be made available to
Shareholders under French law can be inspected at the Company's headquarters.

 

The Company reports its financial results in accordance with the requirements
of applicable law and regulation. All communications are presented on its
website.

 

For further information, please refer to www.novacyt.com
(http://www.novacyt.com/) .

 

Contacts

 

 Novacyt SA                                                            https://novacyt.com/investors (https://novacyt.com/investors/)
 Lyn Rees, Chief Executive Officer                                      Via Walbrook PR
 Steve Gibson, Chief Financial Officer

 SP Angel Corporate Finance LLP (Nominated Adviser and Broker)                                           +44 (0)20 3470 0470
 Matthew Johnson / Charlie Bouverat (Corporate Finance)

 Vadim Alexandre / Rob Rees (Corporate Broking)

 Singer Capital Markets (Joint Broker)                                                                   +44 (0)20 7496 3000
 Phil Davies / James Fischer / Samed Ethemi

 Allegra Finance (French Listing Sponsor)       +33 (1) 42 22 10 10

                                              e.galiatsatos@allegrafinance.com / y.petit@allegrafinance.com
 Evelyne Galiatsatos / Yannick Petit

 Walbrook PR (Financial PR & IR)                                       +44 (0)20 7933 8780 or novacyt@walbrookpr.com

 Paul McManus / Lianne Applegarth                                      +44 (0)7980 541 893 / +44 (0)7584 391 303

 Alice Woodings                                                         +44 (0)7407 804 654

 

About Novacyt Group (www.novacyt.com (http://www.novacyt.com) )

 

Novacyt is an international molecular diagnostics company providing a broad
portfolio of integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and
commercialises a range of molecular assays and instrumentation to deliver
workflows and services that enable seamless end-to-end solutions from sample
to result across multiple sectors including human health, animal health and
environmental.

 

The Company is divided into three business segments:

 

 

 Clinical             Broad portfolio of human clinical in vitro diagnostic products, workflows and
                      services focused on three therapeutic areas:

                      ·    Reproductive Health: NIPT, Cystic Fibrosis and other rapid aneuploidy
                      tests

                      ·    Precision Medicine: DPYD genotyping assay

                      ·    Infectious Diseases: Winterplex, multiplex winter respiratory PCR
                      panel

 Instrumentation      Portfolio of next generation size selection DNA sample preparation platforms
                      and rapid PCR machines, including:

                      ·    Ranger® Technology: automated DNA sample preparation and target
                      enrichment technology

                      ·    genesig q16 and q32 real-time quantitative PCR (qPCR) instruments

 Research Use Only    Range of services for the life sciences industry:

                      ·    Design, manufacture, and supply of high-performance qPCR assays and
                      workflows for use in human health, agriculture, veterinary and environmental,
                      to support global health organisations and the research industry

                      ·    Pharmaceutical research services: whole genome sequencing (WGS) /
                      whole exome sequencing (WES)

 

Novacyt is headquartered in Le Vésinet in France with offices in the UK
(Manchester), Singapore, the US and Canada and has a commercial presence in
over 65 countries, including Australia, following the recent acquisition of
Southern Cross Diagnostics in March 2026, which has opened new distribution
channels to the life sciences and diagnostics industries in the territory and
the wider Asia-Pacific region.. The Company is listed on the London Stock
Exchange's AIM market ("NCYT") and on the Paris Stock Exchange Euronext Growth
("ALNOV").

 

For more information, please refer to the website: www.novacyt.com

 

IMPORTANT NOTICE:

This announcement has been issued by and is the sole responsibility of the
Company.

 

References to times in this Announcement are to Paris time unless otherwise
stated.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Preferential Subscription
Rights or New Shares in any jurisdiction, including in or into the United
States or any other Restricted Jurisdiction, where the availability of the
Offer (and any other transactions contemplated in relation to it) would breach
any applicable laws or regulations. Accordingly, subject to certain
exceptions, the Offer is not being made in a Restricted Jurisdiction and this
announcement will not constitute an offer, or an invitation to apply for, or
an offer or an invitation to subscribe for or acquire any Preferential
Subscription Rights or New Shares in a Restricted Jurisdiction. No action has
been taken by the Company, or SP Angel that would permit an offer of the
Preferential Subscription Rights or New Shares or possession or distribution
of this announcement or any other publicity material relating to such
Preferential Subscription Rights or New Shares in any jurisdiction where
action for that purpose is required. Persons receiving this announcement are
required to inform themselves about and to observe any such restrictions.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

The distribution of this announcement and the offering, transfer or
acquisition of Preferential Subscription Rights or New Shares into
jurisdictions other than the United Kingdom and France may be restricted by
law, and, therefore, persons into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Any failure
to comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to certain
exceptions, this announcement, should not be distributed, forwarded to or
transmitted in or into a Restricted Jurisdiction. In the United Kingdom, to
the extent this announcement relates to free subscription requests, it is
directed only at (a) qualified investors within the meaning of paragraph 15 of
Schedule 1 to the Public Offers And Admissions To Trading Regulations 2024/105
who are also (i) persons who fall within the definition of "investment
professional" in article 19(5) of the Financial Services And Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) fall within
Article 49(2) of the Order (including certain high net worth companies,
unincorporated associations or partnerships and the trustees of high value
trusts, or other respective directors, officers or employees as described in
Article 49 of the Order), or (b) persons to whom it may otherwise be lawfully
communicated.

 

Recipients of this announcement should conduct their own investigation,
evaluation and analysis of the business, data and property described in this
announcement. This announcement does not constitute a recommendation
concerning any investor's options with respect to the Offer. The price and
value of securities can go down as well as up. Past performance is not a guide
to future performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each Shareholder or
prospective investor should consult his, her or its own legal adviser,
business adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.

 

The Preferential Subscription Rights and the New Shares to which this
announcement relates (the "Securities") have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold, taken up, renounced or delivered,
directly or indirectly, into or within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offer of the Securities in the United States. Subject to
certain exceptions, the Securities may not be offered or sold in a Restricted
Jurisdiction or to, or for the account or benefit of, any national, resident
or citizen of such countries.

 

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as nominated adviser to the
Company in relation to the Offer and is not acting for any other persons in
relation to the Offer. SP Angel is acting exclusively for the Company and for
no one else in relation to the matters described in this announcement and is
not advising any other person and accordingly will not be responsible to
anyone other than the Company for providing the protections afforded to
clients of SP Angel, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.

 

The persons responsible for this announcement are Lyn Rees, Chief Executive
Officer and Steve Gibson Chief Financial Officer of the Company. No
representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
SP Angel or by any of its affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

 

The New Shares will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange and Euronext Growth Paris.

 

Forward-Looking Statements:

This announcement contains 'forward-looking statements' with respect to the
financial condition, results of operations and business of the Company and to
certain of the Company's plans and objectives with respect to these items.

 

Forward-looking statements are sometimes but not always identified by the use
of a date in the future or such words as 'anticipates', 'aims', 'due',
'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans',
'targets', 'goal', or 'estimates'. By their very nature forward-looking
statements are inherently unpredictable, speculative and involve risk and
uncertainty because they relate to events and depend on circumstances that may
or will occur in the future. No representation or warranty is made that any
forward-looking statement will come to pass.

 

Neither the Company nor any other person (including SP Angel) intends to
update these forward-looking statements. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based unless required to do
so by applicable law or the AIM Rules for Companies.

 

You are advised to read this announcement in its entirety for a further
discussion of the factors that could affect the Company's future performance.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements in this announcement may not occur. No
statement in this announcement is intended as a profit forecast.

 

Appendix

The following definitions apply throughout this announcement unless the
context requires otherwise:

 "AIM"                       AIM, a market operated by the London Stock Exchange
 "AMF"                       the Autorité des marchés financiers, the French financial markets regulator
 "Board" or "Directors"      the board of directors of the Company
 "Euronext Growth Paris"     Euronext Growth in Paris, a market dedicated to small and midcap companies
                             operated by Euronext
 "New Shares"                the New Shares issued at the end of the Offer
 "Offer"                     Mean the increase in capital by way of an issue of preferential subscription
                             rights
 "Restricted Jurisdictions"  United States, Australia, New Zealand, Canada, Japan, or South Africa, or any
                             other jurisdiction in which the availability of the Offer (and any other
                             transaction contemplated in connection therewith) would violate any applicable
                             law or regulation
 "Shares"                    ordinary Shares of 1/15th of one Euro each in the share capital of the Company

 

 

 

 

 

 

 

   .      Details of the person discharging managerial responsibilities/person closely
          associated
 a)       Name:                                                         1)    Mr Jean-Pierre Crinelli

 2.       Reason for the notification
 a)       Position/status:                                              1)    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:                                                         Novacyt S.A.
 b)       LEI:                                                          213800BWAC2BF295EG28
 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:  New shares of EUR1/15TH each

          Identification code:

                                                                        FR0010397232

 b)       Nature of the transaction:                                    Purchase of shares pursuant to a Preferential Subscription Rights issue on
                                                                        Euronext
 c)       Price(s) and volume(s):                                       1)    25,000 Shares at EUR 0.40

 d)       Aggregated information:                                       as in 4 c) above

          Aggregated volume:                                            25,000

          Price:                                                        EUR 0.40
 e)       Date of the transaction:                                      19 March 2026
 f)       Place of the transaction:                                     Outside of Trading Venue

 

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