GDR Genedrive Plc

10 May 2024

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF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")

Completion of Placing

Manchester, UK - 10 May 2024: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, announces the completion of the placing (the "Placing") (incorporating a Firm Placing and a Conditional Placing), which was announced yesterday.  The new ordinary shares to be allotted pursuant to the Placing are to be issued at an issue price of 1.5 pence per share (the "Issue Price").  The Company also announced a proposed financing on the "REX" platform to new and existing retail investors at the Issue Price (the "REX Offer") to raise approximately £3.5 million and that it will also be making an Open Offer to Qualifying Shareholders, also at the Issue Price, to raise up to approximately £2.1 million (the "Open Offer") which together with the Placing and the REX Offer is the "Fundraising").

The Company announces that it has successfully placed 138,799,994 Placing Shares at the Issue Price with investors made up as to 11,173,994 Firm Placing Shares and 127,626,000 Conditional Placing Shares resulting in gross proceeds of approximately £2.1 million.

As previously announced unless the Fundraising, in aggregate, raises gross proceeds of not less than £6.0 million (the "Minimum Proceeds") it will not proceed other than the Firm Placing (should that element of the Fundraising become unconditional).  Accordingly, the Company needs to raise a minimum of approximately £3.9 million (gross) from the REX Offer and the Open Offer so that the Minimum Proceeds are raised.

11,173,994 Firm Placing Shares will be issued and allotted under the Company's existing share capital authorities.  127,626,000 Conditional Placing Shares and such number of REX Offer Shares and Open Offer Shares that are subscribed for will be issued and allotted conditional on shareholder approval at the General Meeting expected to be convened later this month. The Company expects to post the circular, including the notice of General Meeting in the coming days.

The Fundraising (excluding the Firm Placing) is conditional on, amongst other matters, the passing of the Resolutions at the General Meeting. It is expected that the Firm Placing will complete on or around 8.00 a.m. on 15 May 2024, being the expected date of Admission of the Firm Placing Shares.  The Placing is also conditional upon the Placing and Open Offer Agreement between the Company and Peel Hunt becoming unconditional and not being terminated in accordance with its terms.

The Firm Placing Shares and the Conditional Placing Shares represent 97 per cent. of the issued ordinary share capital of the Company prior to the Fundraising. The Issue Price represents a discount of 57.1 per cent. to the closing price of 3.5 pence on 8 May 2024.  Up to a further 233,333,333 REX Offer Shares may be issued pursuant to the REX Offer and up to a further 143,141,481 Open Offer Shares pursuant to the Open Offer.  No part of the Fundraising is being underwritten.

Such number of Placing Shares, REX Offer Shares and Open Offer Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

Application will be made to the London Stock Exchange for the Firm Placing Shares, the Conditional Placing Shares and such number of REX Offer Shares and Open Offer Shares as may be subscribed for to be admitted to trading on AIM ("Admission"). It is expected that Admission of the Firm Placing Shares will occur at 8.00 a.m. on 15 May 2024 (or such later date as the Company and Peel Hunt may agree, being no later than 8.00 a.m. on 29 May 2024).  It is expected that Admission of the Conditional Placing Shares and such number of the REX Offer Shares and Open Offer Shares as are subscribed for will occur at 8.00 a.m. on 3 June 2024 (or such later date as the Company and Peel Hunt may agree, being no later than 8.00 a.m. on 17 June 2024).

General Meeting

The Circular containing a notice convening the General Meeting will be posted to shareholders over the coming days.  The General Meeting is expected to be convened for 31 May 2024.  Further details will be set out in the Circular including the timetable for the Open Offer.

Open Offer to Qualifying Shareholders

In order to provide Shareholders who do not take part in the Placing or the REX Offer with an opportunity to participate in the Fundraising, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the Circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 143,141,481 Open Offer Shares to raise up to approximately £2.1 million (before fees and expenses) for the Company, on the basis of:

1 Open Offer Share for every 1 Ordinary Share held as at the Record Date.

The Placing and Open Offer Agreement is conditional, amongst other things, upon the following:

·        The Minimum Proceeds being raised;

·        the passing, without amendment, of Resolutions 1 and 2 at the General Meeting;

·        none of the warranties contained in the Placing and Open Offer Agreement, in the opinion of Peel Hunt (acting in good faith), being untrue or inaccurate or misleading at the date of the Placing and Open Offer Agreement or becoming untrue or inaccurate or misleading at any time between such date and Second Admission by reference to the facts and circumstances from time to time subsisting;

·       the Company having complied with all of its obligations under the Placing and Open Offer Agreement which fall to be performed or satisfied on or prior to First Admission or Second Admission; and

·       Second Admission occurring by 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).

If the conditions set out above are not satisfied or waived (where capable of waiver), the Conditional Placing, the REX Offer and the Open Offer will lapse and the Conditional Placing Shares, the REX Offer Shares and the Open Offer Shares will not be allotted and issued and no monies will be received by the Company in respect of those elements of the Fundraising. 

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular, which shall be posted to Shareholders and made available on the Company's website, www.genedriveplc.com, in due course.  A further announcement will confirm the posting date, other key dates in connection with the Fundraising and the availability of the Circular on the Company's website. 

Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the announcement of the Fundraising made via RNS on 9 May 2024.

Related Party Transactions

James Cheek and Tom Lindsay, Directors of the Company, have conditionally agreed to subscribe for an aggregate of 1,333,332 Firm Placing Shares (666,666 Firm Placing Shares each) at the Issue Price, additional details are set out at the end of this announcement.

The Directors detailed in the Fundraising announcement not listed above intend to participate in the Fundraising via the REX Retail Offer or the Open Offer.

As James Cheek and Tom Lindsay are both related parties of the Company pursuant to the AIM Rules, their participation in the Placing is a related party transaction for the purposes of AIM Rule 13.  In the absence of any independent Directors (as they all intend to participate in the Fundraising) the Company's nominated adviser, Peel Hunt, confirms that the participation in the Placing by James Cheek and Tom Lindsay is fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

Following First Admission, the Company's enlarged issued ordinary share capital will be 154,315,475 ordinary shares. This 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.

For further information, please contact:

genedrive plc                                                                                                                              +44 (0) 161 989 0245

James Cheek (CEO)

Russ Shaw (CFO)

Peel Hunt LLP - Nominated Adviser, Broker and Bookrunner                             +44 (0) 20 7148 8900

James Steel / Patrick Birkholm (Investment Banking)

Sohail Akbar (ECM)

Wallbrook PR - Financial PR and IR Adviser                       +44 (0) 20 7933 8780 / +44 (0) 7876 741001

Paul McManus / Anna Dunphy

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 including its appendices (together, 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 Placing 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.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA.  This announcement is being directed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Members of the Public are not eligible to take part in the Placing.  This announcement is for information purposes only and is directed only at persons who are: (1) in Member States of the European Economic Area, qualified investors as defined in article 2(e) of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); (2) in the United Kingdom, qualified investors as defined in article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), who (A) fall within article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (B) fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (3) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons"). This announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

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 is being made in the United Kingdom, the United States of America or any other jurisdiction. Offers of the new Ordinary Shares will either be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation (as such terms are defined above) from the requirement to produce a prospectus or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA.

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.

This Announcement contains inside information for the purposes of Article 7 of UK MAR, encompassing information relating to the Placing described above, and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.   The person responsible for arranging release of this announcement on behalf of the Company is Russ Shaw, CFO.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA is acting as nominated adviser, sole bookrunner and sole broker to the Company and no one else in connection with the Placing and is not acting for and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing. Peel Hunt's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

Except as required under applicable law, neither Peel Hunt nor any of their 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 Placing.  Peel Hunt and each of their 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 of their directors, officers, partners, employees, advisers, affiliates or agents as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and/or the Placing in certain jurisdictions may be restricted by law. 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. 

This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. 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 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.

Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

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.

Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable, may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

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.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company.

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 Placing Shares. Any investment decisions

to buy Placing Shares in the Placing 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