THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA
OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN GENEDRIVE PLC IN ANY
JURISDICTION.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE
COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION)
AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AS AMENDED.
UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
genedrive
plc
("genedrive", the "Group" or
the "Company")
Result of Open Offer and REX
Offer
Manchester, UK - 30
May 2024: genedrive plc (LSE:
GDR), the
point of care pharmacogenetic testing company, is pleased to announce that it has
conditionally raised total gross proceeds of approximately £2.03
million through the Open Offer and a further circa £1.89 million
through the REX Offer both of which were announced on 9 May
2024.
As a result, taking into account the
amounts raised in the Firm Placing (circa £168,000) and the
Conditional Placing (circa £1.9 million), which were also announced
on 9 May 2024, the Company has conditionally raised £6.0 million
which was the required minimum amount needed to be raised in order
for the Fundraising (other than the Firm Placing which has already
completed) to become unconditional. The Conditional Placing, the
Open Offer and the REX Offer are still conditional on, inter alia,
the passing of resolutions 1 and 2 at the General Meeting (convened
for tomorrow at 11.00 a.m.) and Second Admission occurring no later
than 8.00 a.m. on 3 June 2024 (or such later time and/or date as
may be agreed between the Company and Peel Hunt, being no later
than 8.00 a.m. on 17 June 2024).
Result of the Open Offer
The Company received valid
acceptances for 135,177,430 Open Offer Shares which is slightly
less than the 143,141,481 Open Offer Shares that were offered to
Qualifying Shareholders. As a result, all subscriptions by
Qualifying Shareholders will be met in full. The level of
take-up represents 94.4 per cent. and the Board appreciates this
strong support from the Company's existing shareholders.
Result of the REX Offer
The REX Offer will result in the
issue of a total of 126,022,576 REX Offer Shares.
In total, 388,826,006 New Ordinary
Shares will be issued pursuant to the Conditional Placing, the Open
Offer and the REX Offer. The net proceeds of the Fundraising
are estimated to be approximately £5.47 million.
Application has been made to the
London Stock Exchange for the admission of 388,826,006 New Ordinary
Shares to trading on AIM ("Second Admission"). This comprises (i)
127,626,000 Conditional Placing Shares; (ii) 135,177,430 Open Offer
Shares; and (iii) 126,022,576 REX Offer Shares. These New Ordinary
Shares will rank pari passu with the existing Ordinary
Shares.
Directors' participation in the REX Offer or Open
Offer
The following Directors have
participated in the REX Offer or the Open Offer at the Issue Price
of 1.5p per share.
Name of
Director
|
Position
|
Number of New Ordinary
Shares
|
Russ Shaw
|
Chief Financial Officer
|
1,700,000
|
Dr. Gino Miele
|
Chief Scientific Officer
|
1,000,000
|
Dr. Ian Gilham
|
Non-Executive Chairman
|
666,666
|
Chris Yates
|
Non-Executive Director
|
200,000
|
|
|
|
|
|
|
| |
As the above Directors are related
parties of the Company pursuant to the AIM Rules, the participation
in the Fundraising by each of them is a related party transaction
for the purposes of AIM Rule 13. In the absence of any
independent Directors (as they have all participated in the
Fundraising (James Cheek and Tom Lindsay subscribed for Firm
Placing Shares as set out in the announcement by the Company dated
10 May 2024) the Company's nominated adviser, Peel Hunt, confirms
that the participation in the Fundraising by Russ Shaw, Dr. Gino
Miele, Dr. Ian Gilham and Chris Yates is fair and reasonable
insofar as Shareholders are concerned.
Admission of the New Ordinary Shares and total voting
rights
It is expected that Admission of the
Conditional Placing Shares, the Open Offer Shares and the REX Offer
Shares will become effective at 8.00 a.m. on 3 June 2024. Following
Admission, the Company will have 543,141,481 Ordinary Shares of
1.5p in issue each with equal voting rights. No shares are held in
treasury.
The above figure may be used by
shareholders as the denominator for the calculations by which they
will determine whether they are required to notify their interest,
or a change to their interest, in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein,
capitalised terms used in this announcement shall have the same
meanings as defined in the applicable announcement of the
Fundraising made by the Company on 9 May 2024.
Commenting on
the Open Offer and REX Offer take up, James Cheek, CEO of genedrive
plc, said: "We are delighted with the
response from our retail shareholders and other investors to this
financing which will enable the Company to further drive market
penetration and sales of its MT-RNR1 test and its CYP2C19 test
whilst also progressing our U.S. regulatory plans for our MT-RNR1
test. Nearer term we await NICE's final decision on the
recommendation for our CYP2C19 test which is due on 10 July 2024
and we are very encouraged by the ongoing performance of this test
in the DEVOTE programme as announced by the Company on 21
May."
For
further information, please contact:
genedrive plc
|
+44 (0)161
989 0245
|
James Cheek: CEO / Russ Shaw:
CFO
|
|
|
|
Peel Hunt LLP (Nominated Adviser and Broker)
|
+44 (0)20
7418 8900
|
James Steel / Patrick
Birkholm
|
|
Sohail Akbar (ECM)
|
|
|
|
Walbrook PR Ltd (Media & Investor
Relations)
|
+44 (0)20
7933 8780 or genedrive@walbrookpr.com
|
Anna Dunphy
|
+44
(0)7876 741 001
|
The Company's LEI is
213800ZYODIRZ87Y4K14
About genedrive plc (http://www.genedriveplc.com)
genedrive plc is a pharmacogenetic testing company
developing and commercialising a low cost, rapid, versatile and
simple to use point of need pharmacogenetic platform for the
diagnosis of genetic variants. This helps clinicians to quickly
access key genetic information that will aid them make the right
choices over the right medicine or dosage to use for an effective
treatment, particularly important in time-critical emergency care
healthcare paradigms. Based in the UK, the Company is at the
forefront of Point of Care pharmacogenetic testing in emergency
healthcare. Pharmacogenetics informs on how your individual
genetics impact a medicines ability to work for you. Therefore, by
using pharmacogenetics, medicine choices can be personalised, made
safer and more effective. The Company has launched its two flagship
products, the Genedrive® MT-RNR1 ID Kit and the Genedrive® CYP2C19
ID Kit, both developed and validated in collaboration with NHS
partners and deployed on its point of care thermocycler
platform. Both tests are single-use disposable cartridges
which are ambient temperature stable, circumventing the requirement
for cold chain logistics. The Directors believe the Genedrive®
MT-RNR1 ID Kit is a worlds-first and allows clinicians to make a
decision on antibiotic use in neonatal intensive care units within
26 minutes, ensuring vital care is delivered, avoiding adverse
effects potentially otherwise encountered and with no negative
impact on the patient care pathway. Its CYP2C19 ID Kit which has no
comparably positioned competitor currently allows clinicians to
make a decision on the use of Clopidogrel in stroke patients
in 70 minutes, ensuring that patients who are unlikely to benefit
from or suffer adverse effects from Clopidogrel receive an
alternative antiplatelet therapeutic in a timely manner, ultimately
improving outcomes. Both tests have undergone review by the
National Institute for Health and Care Clinical Excellence ("NICE")
and have been recommended for use in the UK NHS.
The Company has a clear
commercial strategy focused on accelerating growth through
maximising in-market sales, geographic and portfolio expansion and
strategic M&A, and operates out of its facilities in
Manchester.
IMPORTANT
NOTICES AND DISCLAIMER
This announcement (this "Announcement") and the information
contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States of America, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which publication, release or distribution would be
unlawful. This Announcement is for information purposes only and
does not constitute an offer to sell or issue, or the solicitation
of an offer to buy, acquire or subscribe for shares in the capital
of the Company in the United States of America, Australia, Canada,
Japan or the Republic of South Africa or any other state or
jurisdiction where to do so would be unlawful. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. This Announcement has not
been approved by London Stock Exchange or by any other securities
exchange.
The new Ordinary Shares, have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities
Act") or with any securities regulatory authority of any
state or other jurisdiction of the United States of America and may
not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States of America absent registration under the
Securities Act, except pursuant to an exemption from 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 of America. The new Ordinary
Shares are being offered and sold by the Company outside of the
United States of America in offshore transactions as defined in,
and pursuant to, Regulation S under the Securities Act.
The new Ordinary Shares have not been approved,
disapproved or recommended by the U.S. Securities and Exchange
Commission, any state securities commission in the United States of
America or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of new Ordinary Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the
United States of America, Australia, Canada, Japan or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States of America,
Australia, Canada, Japan or the Republic of South
Africa.
No public offering of securities was made or is
being made in the United Kingdom, the United States of America or
any other jurisdiction.
This Announcement has been issued by, and is
the sole responsibility 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 the directors or the Company, or by any of its or their
respective partners, employees, advisers, 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.
None of the information in the Announcement has been
independently verified or approved by Peel Hunt or any of its
partners, directors, officers, employees, advisers, consultants,
affiliates or agents.
Except as required under applicable law,
neither Peel Hunt nor any of its directors, officers, partners,
members, employees, advisers, affiliates or agents assume or accept
any responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Peel Hunt or any of their
affiliates in connection with the Company, the new Ordinary Shares
or the Fundraising. Peel Hunt and each of its directors,
officers, partners, members, employees, advisers, affiliates and
agents accordingly disclaim all and any responsibility and
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above) in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by Peel
Hunt or any ofits directors, officers, partners, employees,
advisers, affiliates or agents as to the accuracy, completeness or
sufficiency of the information contained in this
Announcement.
No action has been taken by the Company, Peel
Hunt or any of their respective affiliates that would, or which is
intended to, permit an offering of the new Ordinary Shares in any
jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating
to new Ordinary Shares in any jurisdiction where action for that
purpose is required.
The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult with his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
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.
Forward Looking Statements
This Announcement contains
"forward-looking statements" which include all statements (other
than statements of historical facts) including, without limitation,
those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, and any
statements preceded by, followed by or that include the words
"targets", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or "similar" expressions or
negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Group's
present and future business strategies and the environment in which
the Group will operate in the future. These forward-looking
statements speak only as at the date of this Announcement. 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.
This Announcement does not identify
or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the New
Ordinary Shares. Any investment decisions in respect of the
Placing, Open Offer or REX Offer must be made solely on the basis
of publicly available information, which has not been independently
verified by Peel Hunt.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
1. Russ Shaw
2. Dr. Gino
Miele
3. Dr. Ian
Gilham
4. Chris
Yates
|
2
|
Reason for the notification
|
a)
|
Position/status
|
1. Chief Financial
Officer
2. Chief Scientific
Officer
3. Non-Executive
Chairman
4. 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
|
genedrive plc
|
b)
|
LEI
|
213800ZYODIRZ87Y4K14
|
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 1.5p
each
|
Identification code
|
ISIN: GB00B1VKB244
|
b)
|
Nature of the transaction
|
Purchase of ordinary
shares
|
c)
|
Price(s) and volume(s)
|
|
|
|
|
|
|
Price(s)
|
Volume(s)
|
|
|
|
1. 1.5 pence
2. 1.5 pence
3. 1.5 pence
4. 1.5 pence
|
1,700,000
1,000,000
666,666
200,000
|
|
|
|
|
|
|
d)
|
Aggregated information
|
1. £25,500.00
2. £15,000.00
3. £9,999.99
4. £3,000.00
|
- Aggregated volume
|
|
- Price
|
|
e)
|
Date of the transaction
|
29 May 2024
|
f)
|
Place of the transaction
|
Outside of a trading
venue
|
|
|
|