REG - Genedrive PLC - Proposed Placing to raise a minimum of £3 million
23/09/2025 17:00
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RNS Number : 5082A Genedrive PLC 23 September 2025
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REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
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UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
23 September 2025
genedrive plc
("genedrive", the "Group" or the "Company")
Proposed Placing to raise a minimum of £3 million to support near-term
commercialisation and market expansion activities in the UK, Europe and the
Middle East
and
Proposed Retail Offer for up to £0.30 million
Manchester, UK - 23 September 2025: genedrive plc (LSE: GDR), the point of
care pharmacogenetic testing company, announces that it intends to raise, in
aggregate a minimum of £3 million through:
· a proposed placing (the "Placing") (incorporating a Firm Placing and
a Conditional Placing) of ordinary shares of £0.00015 each in the capital of
the Company ("Ordinary Shares") to raise a minimum of £3 million (before fees
and expenses) at an issue price of 0.20 pence per new Ordinary Share (the
"Issue Price") with corresponding warrants to the Placing Shares on a 1 for 1
basis; and
· a proposed financing on the "BookBuild" platform to existing retail
investors at the Issue Price (the "Retail Offer") to raise up to £0.3 million
(with corresponding warrants to any Ordinary Shares issued under the Retail
Offer) with the ability to increase this to up to 10 per cent. of the Placing
following the close of the Bookbuild.
The Placing and the Retail Offer together represent the "Fundraising".
Unless the Fundraising, in aggregate, raises gross proceeds of not less than
£3 million (the "Minimum Proceeds") it will not proceed other than the Firm
Placing (should that element of the Fundraising become unconditional).
The Conditional Placing, the Retail Offer and the Issue of Warrants are
conditional upon shareholder approval at a General Meeting to be convened in
due course.
The issue of Warrants (including to Placees under the Firm Placing) is also
conditional on the passing of the resolutions by shareholders at the General
Meeting.
The Issue Price of 0.20 pence per new Ordinary Share represents a discount of
approximately 64 per cent. to the closing middle market price on 22 September
2025 (being the latest practicable date prior to this Announcement). No part
of the Fundraising is being underwritten.
Reasons for the Fundraising and use of proceeds
The net proceeds of the Fundraising will be used amongst other things to
support the Group's near-term commercialisation and market expansion
activities throughout the UK, Europe and the Middle East. This will include
manufacturing scale up and efficiencies, FDA 510(k) submission for CYP2C19
(anticipated early 2026), on-market refinements, and translation of IP to
include a laboratory platform CYP2C19 genotyping assay in addition to point of
care. Further details are set out below under paragraph 4 of Appendix I to
this Announcement ("Use of Proceeds").
Details of the Fundraising
The Fundraising comprises:
· a non-pre-emptive firm placing (the "Firm Placing") of 400,000,000
new Ordinary Shares at the Issue Price, raising gross proceeds of £0.8
million. The Firm Placing is not conditional upon Shareholder approval or the
Minimum Proceeds being raised and will utilise the Company's existing
authorities to issue and allot equity securities on a non-pre-emptive basis,
granted at the general meeting of the Company on 15 September 2025;
· a non-pre-emptive conditional placing (the "Conditional Placing") of
a minimum of 1,100,000,000 new Ordinary Shares at the Issue Price, raising
gross proceeds of a minimum of £2.2 million. The Conditional Placing is
conditional on, inter alia, the passing of the Resolutions by Shareholders at
a general meeting of the Company expected to be convened for early in October
2025 (the "General Meeting") and the Minimum Proceeds being raised; and
· the Retail Offer of up to 150,000,000 new Ordinary Shares at the
Issue Price, raising gross proceeds of up to £0.3 million with the ability to
increase this to up to 10 per cent. of the Placing following the close of the
Bookbuild. The Retail Offer is conditional on, inter alia, the passing of the
Resolutions by Shareholders at the General Meeting and the Minimum Proceeds
being raised.
The Company has also agreed, conditional on the passing of the fundraising
resolutions at the General Meeting, that subscribers in the Fundraising will
receive one warrant for every one Ordinary Share subscribed for pursuant to
the Fundraising, with each warrant entitling the holder to acquire one new
Ordinary Share at a price of 0.40 pence at any time up to the second
anniversary of the date of the admission of the Conditional Placing Shares, at
which time they will lapse (the "Warrants"). Please see paragraph 4 of
Appendix I of this Announcement for more information on the Warrants.
The Retail Offer will provide existing retail shareholders in the United
Kingdom with an opportunity to participate in the Fundraising at the same
price as the Placing. Existing retail investors who are allotted and issued
new Ordinary Shares under the Retail Offer will also be issued with Warrants
(i) conditional on the passing of the fundraising resolutions at the General
Meeting (ii) on a 1 for 1 basis with the Retail Offer Shares, (iv) that may be
exercised at a price of 0.4p, and (v) that are exercisable at any time up to
the second anniversary of the date of the admission of the Retail Offer
Shares, at which time they will lapse (together, each a "Warrant").
As part of the Fundraising, certain directors of the Company intend to
conditionally to subscribe for 42,500,000 new Ordinary Shares, representing
approximately £85,000 in aggregate.
Investors who subscribe for Firm Placing Shares are advised that, as
previously disclosed, the Company's current cash runway is through to the
middle of October 2025 and there is no certainty that the proceeds of the
Conditional Placing and the Retail Offer will be received by the Company as
these elements of the Fundraising remain subject to several conditions
including Shareholder approval and the Minimum Proceeds being raised. Should
the Company receive the net proceeds from the Firm Placing but no proceeds
from the Conditional Placing its cash runway will only be extended to late
2025, and the Company would still need to seek further financing to continue
trading into 2026. Such additional financing may or may not be available at
all or, if available, may be on commercially unacceptable terms and could lead
to more substantial dilution for Shareholders than would be the case under the
proposed Fundraising.
Investors who subscribe for Firm Placing Shares are also advised that the
issue of Warrants in relation to Firm Placing Shares is conditional on
Shareholder approval at the General Meeting and, if not received, Firm Placing
Shares will be issued but no Warrants will be issued.
Peel Hunt LLP ("Peel Hunt") and Allenby Capital Limited ("Allenby Capital")
are acting as joint bookrunners and joint brokers in connection with the
Placing. Peel Hunt is also acting as nominated adviser to the Company. The
Placing Shares are being offered by way of an accelerated bookbuild, which
will be launched immediately following this Announcement (as defined below),
in accordance with the terms and conditions set out in Appendix II to this
Announcement.
The timing for the close of the Bookbuild and allocation of the Placing Shares
shall be at the discretion of Peel Hunt and Allenby Capital, in consultation
with the Company. The final number and allocation of Placing Shares will be
agreed by Peel Hunt, Allenby Capital and the Company at the close of the
Bookbuild and the result will be announced as soon as practicable thereafter.
Allenby Capital is acting as the retail offer coordinator in connection with
the Retail Offer. The Retail Offer Shares are not part of the Placing and are
not Placing Shares. The Retail Offer is not underwritten or made subject to
the terms and conditions set out in Appendix II to this Announcement. However,
the issue and allotment of the Retail Offer Shares is conditional, amongst
other things, on Shareholder approval being granted at the General Meeting and
the Minimum Proceeds being raised.
As the Retail Offer will not be underwritten, if there is no take up by
existing retail investors, or the take up under the Retail Offer is not
sufficient to ensure that (together with the Placing) the Minimum Proceeds are
raised, no additional proceeds will be received by genedrive pursuant to the
Retail Offer element of the Fundraising.
A separate announcement will be made shortly by the Company regarding the
Retail Offer and its terms and conditions.
No prospectus will be published in connection with the Retail Offer.
The Conditional Placing, the issue of the Warrants and the Retail Offer are
conditional, inter alia, upon the Minimum Proceeds being raised and
Shareholders approving the Resolutions at the General Meeting and upon the
Placing Agreement not having been terminated and becoming unconditional. The
Company intends to publish and send the Circular to Shareholders early next
week, which will contain a notice convening the General Meeting and proposing
the necessary resolutions to authorise the Directors to allot the Conditional
Placing Shares and the Retail Offer Shares for cash free of statutory
pre-emption rights and seek authority to allot and issue new Ordinary Shares
on exercise of the Warrants, free of statutory pre-emption rights. The
Circular will be available on the Company's website after publication:
https://www.genedriveplc.com/ (https://www.genedriveplc.com/) .
The Placing Shares are not being made available to the public and are only
available to Relevant Persons.
Set out below in Appendix I to this Announcement is an extract from the draft
Circular that is proposed to be sent to Shareholders in due course.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing in
Appendix II to this Announcement. Further information relating to the
Fundraising and use of proceeds is set out in Appendix I to this Announcement.
By choosing to participate in the Placing and by making an oral and legally
binding offer to acquire Placing Shares, investors will be deemed to have read
and understood this Announcement in its entirety (including the Appendices),
and to be making such offer on the terms and subject to the conditions of the
Placing contained herein, and to be providing the representations, warranties
and acknowledgements contained in Appendix II to this Announcement.
Unless otherwise indicated, capitalised terms in this Announcement have the
meaning given to them in the definitions section included in Appendix III to
this Announcement.
The ticker for the Company's Ordinary Shares is GDR. The Company's LEI is
213800ZYODIRZ87Y4K14.
This Announcement is made in accordance with the Company's obligations under
Article 17 of UK MAR and the person responsible for arranging release of this
announcement on behalf of the Company is Russ Shaw, CFO.
Enquiries:
genedrive plc +44 (0) 161 989 0245
Dr Gino Miele (CEO)
Russ Shaw (CFO)
Peel Hunt LLP - Nominated Adviser, Joint Broker and Joint Bookrunner +44 (0) 20 7148 8900
James Steel / Benjamin Harris (Investment Banking)
Sohail Akbar / Nicholas Wilks (ECM)
Allenby Capital Limited - Joint Broker and Joint Bookrunner +44 (0)20 3394 2973
Nick Athanas / Vivek Bhardwaj (Corporate Finance) info@allenbycapital.com
Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking)
Walbrook PR - Financial PR & IR Adviser +44 (0) 20 7933 8780
Paul McManus / Anna Dunphy or genedrive@walbrookpr.com
About genedrive plc (http://www.genedriveplc.com (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 and corresponding Warrants, 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, Allenby Capital or any of their respective 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. In addition, market soundings (as defined in UK MAR) were taken in
respect of the Placing with the result that certain persons became aware of
inside information, as permitted by UK MAR. This inside information is set
out in this Announcement. Therefore, upon publication of this announcement,
those persons that received such inside information in a market sounding are
no longer in possession of such inside information relating to the Company and
its securities.
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA
is acting as nominated adviser, joint bookrunner and joint 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.
Allenby Capital, which is authorised and regulated in the United Kingdom by
the FCA is acting as joint bookrunner and joint 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.
Except as required under applicable law, neither Peel Hunt, Allenby Capital
nor any of their respective 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,
Allenby Capital or any of their affiliates in connection with the Company, the
new Ordinary Shares or the Placing. Peel Hunt, Allenby Capital and each of
their respective 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, Allenby Capital or any of their respective 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, Allenby Capital 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 and Allenby Capital 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 constitute a recommendation concerning any
investor's investment decision with respect to the Placing. In addition, 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 or Allenby Capital.
The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
APPENDIX I - EXTRACTS FROM THE CIRCULAR
LETTER FROM THE CHAIRMAN
1. Background to and reasons for the Fundraising
Background
genedrive 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 aids clinicians to
quickly access key genetic information required to help them make the right
choices for the right medicine to be effective for an individual.
The Company has developed two CE-IVD certified products addressing unmet
clinical needs in neonatology, neurology and cardiology:
1. MT-RNR1 for the avoidance of antibiotic induced hearing loss ("AIHL")
in neonates; and
2. CYP2C19 for identifying stroke and cardiovascular patients unlikely
to respond to medication.
Both tests have been co-developed with NHS partners and are either
first-to-market or best-in-class and both tests have been recommended by NICE
for NHS use in certain disease areas. In addition, both tests are backed by
clear national and international clinical guidance and recommendations, with
significant patient outcome impact and strong health economic and productivity
gain drivers for healthcare systems.
Early national and international commercial traction is evidencing
product-market fit and implementation into routine clinical use and practice
in early adopter hospitals and trusts. The Company estimates that the
serviceable value opportunity of both tests is more than £200 million per
annum. Each country being targeted typically requires market access and
reimbursement mapping, key opinion leader identification and in-country pilot
implementations prior to widespread adoption for clinical use.
Availability of an individual's genetic information has a range of benefits
including helping address ineffective medication and associated adverse events
and can help better inform medicine selection and dosing, ultimately improving
patient outcomes and reducing healthcare costs. It is estimated that the
cost to the NHS of adverse drug reactions ("ADRs") is £2.2 billion per annum
with ADRs accounting for 16.5% of hospital admissions. The annual costs of
prescriptions to NHS England in 2023/2024 was £20 billion. Pharmacogenetics
can transform the prescription of drugs, improving patient outcomes and
ultimately save money for healthcare systems.
Whilst the analysis of patient samples for pharmacogenetic is typically
processed in central diagnostic laboratories this is rarely viable for
time-critical emergency healthcare paradigms which are the Company's focus via
the Genedrive® platform.
Having raised over £50 million to date to fund the continued development of
the Genedrive® platform and connected assays genedrive is now in the
commercialisation phase and is pursuing a direct to consumer strategy in the
UK and a focused distributor network elsewhere.
2. The Company's Assays and Markets
AIHL
Ototoxicity from antibiotics is a widely known issue with specific clinical
guidance on genetic mutations and their role in hearing loss in newborns.
Around one in 500 babies carry a genetic mutation that puts them at risk of
suffering lifelong profound hearing loss after exposure to gentamicin, a
commonly used aminoglycoside antibiotic. genedrive has developed what is
believes to be the world's first rapid point-of-care genetic test for hearing
loss for neonatal intensive care. Around one in seven babies born in the UK
are admitted to neonatal intensive care units (around 100k per annum) with a
significant proportion requiring treatment with antibiotics, with clinical
guidance requiring antibiotic administration within one hour of a decision to
treat those at risk of sepsis. genedrive's AIHL test, which has been
developed in collaboration with the NHS, takes around 26 minutes to deliver a
result and allows for safer alternative prescriptions in babies with the
genetic mutation, avoiding profound irreversible and lifelong hearing loss
potentially resulting in these individuals following exposure to these
antibiotics.
In England alone the NHS has estimated that the Company's AIHL test could
prevent up to 200 NICU AIHL cases per annum and save the NHS £13 million per
annum (the cost of cochlear implants). The intervention would also avoid the
lifelong healthcare costs (such as hearing aids), costs of potential
litigation and lifetime disability payments.
Current status and outlook - MT-RNR1
The genedrive® MT-RNR1-ID Kit has now been implemented into routine clinical
use in nine UK hospitals with a further five UK hospitals undergoing site
initiations taking the total to 14 - this equates to around 10% of the NHS
England available market. 17 babies with the genetic mutation have been
identified to date. This roll-out is being funded by a c. £500k funding
package to address NICE Real World Evidence Generation Requirements. In
addition, a phased national roll-out to all health boards in NHS Scotland is
due to start in Q2 FY26 as part of an £800k investment by the Scottish
Government. Breakthrough Device Designation was received from the FDA with
dialogue with the FDA ongoing on evidence requirements with a submission
estimated under the de novo route with a submission planned for the end of
2026. Finally, genedrive is starting to work with a number of distributors
with traction in Western Europe and the Middle East with sales channels being
prepared. The test is also being used in a large hospital in the Kingdom of
Saudi Arabia which could lead to a broader opportunity in a large hospital
network.
Estimated market opportunity - MT-RNR1
The Company estimates that the global opportunity for the AIHL test is around
£330 million with a near to medium term market opportunity of circa. £65
million represented by Europe and the Middle East, regions which accept
CE-IVD. The UK market opportunity is estimated to be around £9 million per
annum. The US market opportunity is estimated to be around £20 million per
annum.
Genedrive® CYP2C19-ID Kit ("CYP2C19")
There are over 100,000 strokes per annum in the UK and over 12 million
globally. Stroke remains the second leading cause of death with 94 million
people living with the effect of stroke with a global cost of $890 billion.
Each year in the U.S. alone there are 690k ischaemic strokes ("IS"), 240k
transient ischaemic attacks ("TIA") and 185k recurrent strokes. Quick
treatment is critical to mitigating damage and preventing further strokes with
anti-platelet therapies is usually a key first step in treating stroke
patients. A commonly prescribed antiplatelet drug is Clopidogrel with 11
million prescriptions in England between 2020 and 2021 and it was also ranked
37th in top drug use in the U.S. in 2021 with 4.2 million patients and 17
million prescription events.
Approximately 30% of individuals, and up to 56% in certain ethnic groups,
carry DNA variants in the CYP2C19 gene which result in sub-optimal activity of
the antiplatelet drug Clopidogrel, commonly prescribed in patients with
serious cardiovascular events such as Ischaemic Stroke, Transient Ischaemic
Attack and Acute Coronary Syndrome, where patients with these variants who are
prescribed Clopidogrel typically experiencing worse outcomes. The Genedrive®
CYP2C19 ID Kit identifies five of these DNA variants, some of which are
particularly important in certain ethnicities. It enables rapid
identification of patients who are unlikely to respond to Clopidogrel, in
time-critical emergency healthcare settings where rapid appropriate
antiplatelet prescription is crucial.
The Genedrive® CYP2C19 ID Kit rapid test is best in class, recommended by
the National Institute for Health and Care Excellence ("NICE") as the rapid
genotyping platform of choice for use in the NHS, with dominant health
economics, wider patient group coverage, and performance shown to be superior
to laboratory testing methods. Further the test is estimated to offer £160
million of value to NHS England per annum with rapid genetic testing
potentially preventing circa. 3,000 recurrent stroke admissions, releasing
62,500 beds and 231,000 healthcare professional hours.
In the UK, NICE recommended final guidance in July 2024 that CYP2C19
genotyping should be used to guide clopidogrel use after Ischaemic Stroke or
Transient Ischaemic Attack, and that the Genedrive CYP2C19-ID test should be
used as the test of choice for point-of-care strategies.
In May 2025, the CYP2C19 ID Kit received CE-certification under the European
In Vitro Diagnostic Regulation allowing commercialisation within the European
Union as well as countries that recognise CE-IVD such as the Middle East
region.
Current status and outlook - CYP2C19
The test has been in routine use in the largest NHSE Hyperacute Stroke Centre
in Salford. Receipt of CE-IVD in May 2025 is expected to act as a near-term
sales catalyst and initial commercial traction is expected in the Middle East
in the near-term. The Company is in contact with potential distributors
focussed on the Middle East and Western Europe with early sales expected in Q1
FY26. Finally the Company is planning to make a submission to the FDA in
early 2026 with the intention to pursue the 510(k) pathway for a potential
approval in the U.S. following a 3-4 month review period.
Estimated market opportunity - CYP2C19
The Company estimates that the global opportunity for the CYP2C19 test is
around £660 million with circa. £360 million in rapid-genetic testing
paradigms. A near to medium term market opportunity of circa. £125
million is represented by European, the Middle East and US markets. The UK
market opportunity is estimated to be around £18 million per annum.
3. Current trading and outlook post the Fundraising
The Company issued its unaudited interim results for the six months to 31
December 2024 on 27 March 2025. Unaudited revenues and other income in the
six months to 31 December 2024 were £0.35 million and the operating loss was
£2.6 million. Period end cash was £2.1 million.
The Company raised gross proceeds of £1.23 million from a Subscription and
RetailBook Offer in April 2025. As indicated at the time, since then the
Board has been assessing longer term financing options for the Company.
Unaudited revenue and other income in the year ended 30 June 2025 are expected
to be circa. £1.0 million (£0.5 million to 30 June 2024). During the year
ended 30 June 2025 the Group shifted its cost base more towards commercial
activities including business development, marketing and sales support as well
as regulatory and compliance and in-country registrations.
The Company provided a trading update on 11 August 2025, announcing that it
expects to report a doubling of total income of circa £1 million for FY25
driven by increased sales momentum in H2 FY25.
As at 11 August 2025 the Company's cash balances were circa £0.7 million. At
the Company's current burn rate the Directors estimate that the Company has a
cash runway through to mid-October 2025 (assuming no proceeds are received
from the Fundraising).
FY26 revenue visibility is currently around £0.8 million and is expected to
ramp up going forwards following preliminary sales in international
territories.
FY26 revenues are based around:
(a) the National Institute for Health and Care Clinical
Excellence (NICE) Early Value Assessment (EVA) evidence generation completion
and submission, which is expected to be a catalyst for wider UK
implementation;
(b) Scotland's phased national implementation of the
Genedrive® MT RNRI ID Kit and the CYP2C19 Point of Care Pilot (an assessment
against laboratory testing pathways) are both expected to commence in or
around October 2025; and
(c) The Manchester University NHS Foundation Trust
commencement of the 12-month Acute Coronary Syndrome and CYP2C19 rapid
genotyping programme.
The Directors are excited by the longer term opportunities for the Company.
Political and strategic driven healthcare reforms at a national level are
placing prevention at the core of the NHS' long-term ambitions. Addressing the
gap in funding for the implementation of high impact MedTech into the NHS
seamlessly aligns with the Company's NICE-recommended interventional rapid
genetic testing products.
The unmet clinical challenges that the Company's product portfolio address are
of global relevance, with a significant addressable market opportunity.
FY25 total income of £1 million evidences product-market fit and early
commercial traction which is further supported by the national implementation
of the Genedrive® MT RNRI ID Kit and the CYP2C19 Point of Care Pilot (an
assessment against laboratory testing pathways) in Scotland. The Board
strongly believes that the Company's CE-IVD, NICE-recommended rapid genetic
tests offer substantial value to patients and healthcare systems across
multiple territories including the UK, Europe, Middle East countries and the
US.
Previous guidance assumed the Group's operating expenses would ramp to c.
£0.65 million per month to fund various growth initiatives during calendar
year 2025. Actual monthly operating expenses have averaged c. £0.5 million
in 2025 which has been reduced to c. £0.45 million due to the implementation
of further cost rationalisation measures (including a 14 per cent. reduction
in FTEs). The Executive Directors have also recently agreed to a 10 per
cent. salary deferral. The Company is continuing to prioritise operational
activities which support and increase near-term revenue opportunities. As a
result of near-term revenue visibility operating cash burn over the next six
months is expected to be approximately £0.35 million per month which is
consistent with the rate of cash burn over the four months to August 2025.
Additional funding is expected to be required in Q2/Q3 calendar 2026 and the
Directors expect the Group to become EBITDA positive in the second half of the
financial year ending 30 June 2027.
4. Use of Proceeds
The net proceeds of the Fundraising (assuming the Minimum Proceeds are raised)
are expected to be used as follows.
· Supporting continued near-term commercialisation & market
expansion activities in UK, Europe & Middle East region (both tests).
· FDA 510(k) submission for CYP2C19 anticipated early-2026, with 3-4
month review period.
· Manufacture scale-up and efficiencies.
· User-led on-market refinements to product usability features.
· Translation of IP to include laboratory platform CYP2C19 genotyping
assay in addition to point of care.
The proceeds of the Firm Placing (before expenses) are expected to be £0.8
million. The proceeds of the Conditional Placing (before expenses) are
expected to be a minimum of £2.2 million and the proceeds of the Retail Offer
(before expenses) could be up to £0.3 million (assuming it is not upsized).
The Directors have also separately evaluated various funding options. The
Directors have given careful consideration to the structure of the Fundraising
and concluded that the Placing, together with the Retail Offer, was the most
suitable option available to the Company and its Shareholders.
The following Directors intend to participate in the Fundraising either via
the Placing or the Retail Offer. The £ sterling amount they each intend to
subscribe for is as follows: Gino Miele - £35,000, Russ Shaw - £32,500, Ian
Gilham - £10,000, Tom Lindsay - £7,500.
Principal Terms of the Placing
Peel Hunt and Allenby Capital as agents for the Company, has agreed to use its
reasonable endeavours to procure Placees by way of an accelerated bookbuild
process on the terms of the Placing Agreement. Placees are required to
subscribe for the Placing Shares on the basis of the Terms and Conditions of
the Placing set out in Appendix II to this Announcement. No part of the
Placing or the Retail Offer is being underwritten.
The issue of the Firm Placing Shares is intended to raise approximately £0.8
million (before expenses). If the Conditional Placing Shares and the Retail
Offer are taken up in full, the Company would raise a further minimum of £2.5
million (before expenses and assuming the Retail Offer is not upsized).
Details of the number of Placing Shares to be issued will be announced as soon
as practicable after the close of the Bookbuild.
Under the Placing Agreement, the Company has agreed to pay to Peel Hunt and
Allenby Capital commission based on the aggregate value of the new Ordinary
Shares placed under the Placing at the Issue Price and the costs and expenses
incurred in relation to the Placing and Retail Offer together with any
applicable VAT.
No commissions will be paid to Placees or by Placees in respect of any new
Ordinary Shares.
The Placing is conditional upon, among other things, the Placing and Agreement
not being terminated in accordance with its terms before Admission.
The Firm Placing may complete even if the Conditional Placing does not,
whether by reason of a failure to obtain Shareholder approval or
non-satisfaction of the other conditions including the Company not raising the
Minimum Proceeds. If this eventuality was to arise, the Company will not
receive any proceeds of the Conditional Placing and its cash runway will be
extended to late 2025, and the Company would still need to seek further
financing to continue trading further into 2026. Such additional financing
may or may not be available at all or, if available, may be on commercially
unacceptable terms and could lead to more substantial dilution for
Shareholders than would be the case under the proposed Fundraising.
Subject to the discretion of the Company, Peel Hunt and Allenby Capital to
elect otherwise, the Firm Placing Shares and the Conditional Placing Shares
will be allocated proportionately with the same investors. An investor
allocated Firm Placing Shares will be conditionally allocated an equivalent
proportion of Conditional Placing Shares.
The Firm Placing is conditional upon, among other things, the Placing
Agreement not being terminated in accordance with its terms before First
Admission and the Conditional Placing is conditional upon, among other things,
the Placing Agreement not being terminated in accordance with its terms before
Second Admission.
The Placing Shares, when issued, will be credited as fully paid and will be
identical and rank pari passu in all respects with the Company's then existing
Shares, including the right to receive all dividends and other distributions
declared, made or paid on or in respect of such shares after the relevant date
of issue of the Firm Placing Shares and the Conditional Placing Shares.
Warrants
Subject to the passing of the fundraising resolutions at the General Meeting
and Second Admission of the Conditional Placing Shares and the Retail Offer
Shares, the Company expects to issue warrants to Placees (and to existing
shareholders who are issued Retail Offer Shares) which shall create the right
for such Placees (and existing shareholders) to subscribe in cash for one new
Ordinary Share per Placing Share or Retail Offer Share (as appropriate) on the
terms of the Warrant Instrument as summarised here (the "Subscription
Rights").
The Warrants may be exercised at a price of 0.4p (the "Exercise Price"). The
Warrants are exercisable at any time up to the second anniversary of the date
of the Admission of the Conditional Placing Shares, at which time they will
lapse (the "Exercise Period"). Warrants may be exercised in minimum amounts of
10,000 Warrants or the whole of a Warrant holders holding of Warrants if less
than 10,000 Warrants.
The issue and validity of the Warrants is conditional on the passing of the
Resolutions and Admission of the Conditional Placing Shares.
The Warrants shall be issued subject to the Articles and the other key terms
and conditions of the Warrants are set out below:
The Subscription Rights and/or the Subscription Price conferred by the
Warrants may be adjusted on the occurrence of certain events in relation to
the Company, including:
1. a subdivision or consolidation of the Ordinary Shares;
2. an issue of Ordinary Shares by way of capitalisation of profits or
reserves or bonus issue; or
with the intention, in broad terms, that any such adjustment will leave the
holder(s) of the Warrant(s) in a similar position to the position they were in
immediately before the event giving rise to the adjustment.
The Warrants are non-transferable.
The Company may amend the provisions of the instrument constituting the
Warrants with the consent of holders of at least 75 per cent. of the Warrants
in issue at the time.
The Warrants are not secured and the Warrants will not be listed.
Any Subscription Rights not exercised before the end of the Exercise Period
shall automatically lapse and cease to be exercisable on the expiry of the
Exercise Period.
The Warrants are in certificated form and the Company will maintain a register
of the holders of Warrants.
The Warrant Instrument is governed by English law.
Conditionality
The Conditional Placing 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 Agreement, in
the opinion of Peel Hunt and Allenby Capital (acting in good faith), being
untrue or inaccurate or misleading at the date of the Placing 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 Agreement which fall to be performed or satisfied on or prior to
First or Second Admission; and
· Second Admission occurring by no later than 8.00 a.m. on 16
October 2025 (or such later time and/or date as may be agreed between the
Company, Peel Hunt and Allenby Capital), being no later than 8.00 a.m. on 30
October 2025.
If the conditions set out above are not satisfied or waived (where capable of
waiver), the Conditional Placing will lapse and the Conditional Placing Shares
and the Retail 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.
The Firm Placing is not conditional on the passing of the Resolutions at the
General Meeting nor on completion of the Conditional Placing or the Retail
Offer. It is also not conditional on the Minimum Proceeds being raised. It
is expected that the Firm Placing Shares will be admitted to trading on AIM on
or around 26 September 2025, the expected date of First Admission.
Effect of the Placing
The New Ordinary Shares will, following the relevant Admission, be identical
to and rank pari passu in all respects with the Existing Ordinary Shares in
issue at the date of this Announcement and will carry the right to receive all
dividends and distributions declared, made or paid on or in respect of the
Ordinary Shares after First Admission, in respect of the Firm Placing Shares,
and after Second Admission in respect of the Conditional Placing Shares.
Since the Company entered into an equity prepayment facility of up to £5
million with Riverfort Global Opportunities PCC Limited ("Riverfort") on 31
March 2023, a total of 8,616,321 warrants to subscribe for Ordinary Shares in
the Company have been issued to Riverfort. Under the terms of the warrant
instrument, the exercise price of these warrants will be reduced to the Issue
Price upon Admission.
5. The Placing Agreement
Pursuant to the terms of the Placing Agreement, Peel Hunt and Allenby Capital
as agents for the Company, have agreed to use its reasonable endeavours to
procure Placees to take up the Placing Shares on the terms and subject to the
conditions set out therein, at the Issue Price. The Placing Agreement is
conditional upon, amongst other things, the conditions set out above.
The Placing Agreement contains customary warranties given by the Company in
favour of Peel Hunt and Allenby Capital in relation to, amongst other things,
the accuracy of the information in this Announcement and other matters
relating to the Group and its business. In addition, the Company has agreed to
indemnify Peel Hunt and Allenby Capital (and their affiliates) in relation to
certain liabilities which they may incur in respect of the Placing.
Peel Hunt and Allenby Capital have the right to terminate their obligations
under the Placing Agreement in certain circumstances prior to Admission. In
particular, in the event of breach of the warranties or a material adverse
change or if the Placing Agreement does not become unconditional where Peel
Hunt or Allenby Capital terminate their obligations under the Placing
Agreement, the Placing Agreement will cease and terminate.
6) General Meeting
Whilst the Directors have authority to issue the Firm Placing Shares on the
basis of the resolutions passed at the general meeting held on 15 September
2025, they do not currently have authority to allot the Conditional Placing
Shares and the Retail Offer Shares and the new Ordinary Shares to be issued
on exercise of the Warrants and, accordingly, the Board is seeking the
approval of Shareholders, at the General Meeting, to allot the Conditional
Placing Shares and the Retail Offer Shares and the Warrants (and subsequent
issue of new Ordinary Shares on exercise of Warrants. A circular will be
posted to shareholders in connection with the General Meeting shortly.
The General Meeting is being held inter alia for the purpose of considering
and, if thought fit, passing the Resolutions in order to approve the
authorities required to allot and issue the Conditional Placing Shares and the
Retail Offer Shares and the Warrants (and new Ordinary Shares to be issued on
exercise of the Warrants). The approval of Shareholders is also being sought
to grant new general authority to the Directors' to allot shares and
disapply pre-emption rights up to certain limits, the authority which was
granted at the last Annual General Meeting held on 30 December 2024) having
largely been used in relation to the Subscription and Retail Offer announced
on 27 March 2025 and the authority granted at the general meeting on 15th
September being used to allot the Firm Placing Shares.
Shareholders are reminded that the Conditional Placing and the Retail Offer
are conditional, inter alia, on the passing of Resolutions 1 and 2 to be
proposed at the General Meeting. Should the Resolutions not be passed, those
elements of the Fundraising will not proceed and any associated monies in
respect of the Conditional Placing Shares and the Retail Offer Shares will be
returned to investors and no Warrants will be issued. Further, in the event
that the Minimum Proceeds are not raised any associated monies in respect of
the Conditional Placing Shares and the Retail Offer Shares will be returned to
investors.
7) Admission
Applications will be made to the London Stock Exchange for the (i) admission
of the Firm Placing Shares to trading on AIM ("First Admission") and (ii)
admission of the Conditional Placing Shares and such number of Retail Offer
Shares as are subscribed for under the Retail Offer to trading on AIM ("Second
Admission" and together with First Admission, "Admission"). It is expected
that First Admission will become effective at or around 8.00 a.m. on 26
September 2025 or such later time and date (being not later than 8.00 a.m. on
10 September 2025) and the Second Admission will become effective at or around
8.00 a.m. on 16 October 2025 or such later time and date (being not later than
8.00 a.m. on 30 October 2025), in each case as Peel Hunt, Allenby Capital and
the Company may agree.
8) Recommendation
The Directors consider that the Fundraising and the passing of the Resolutions
are in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that Shareholders vote in
favour of all of the Resolutions, as they intend to do in respect of their
beneficial holdings of an aggregate of 8,827,307 Existing Ordinary Shares,
representing approximately 1.41 per cent. of the Existing Ordinary Shares.
APPENDIX II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES
ONLY) IS DIRECTED ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") WHO, ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) NO 2017/1129, AS AMENDED FROM TIME TO TIME
(THE "EU PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN
THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129 , AS AMENDED FROM TIME TO
TIME AND AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) (THE "EUWA") (THE "UK PROSPECTUS REGULATION") WHO ARE
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER")
(INVESTMENT PROFESSIONALS); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)
TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares, the Warrants and the Warrant Shares have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the "US
Securities Act") or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from the registration requirements
of the US Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There will be no public
offer of the securities mentioned herein in the United States.
This Announcement and the information contained herein is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan,
the Republic of South Africa or any other jurisdiction in which such release,
publication or distribution would be unlawful.
Each Placee should consult with its own advisers as to legal, tax, business
and related aspects of a purchase of Placing Shares (including in respect of
the Warrants).
The distribution of this Announcement and/or the Placing and/or the issue of
the Placing Shares or Warrants or the Warrant Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company, the
Bookrunners or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares, issue of
Warrants or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares or the Warrants
in any jurisdiction where action for that purpose is required. Persons into
whose possession this Announcement comes are required by the Company and the
Bookrunners to inform themselves about and to observe any such restrictions.
This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for any securities in the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares or Warrants is
being made in any such jurisdiction.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares or Warrants or Warrant Shares and the Placing
Shares and Warrants and Warrant Shares have not been, nor will they be
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, neither the Placing Shares nor the Warrants nor the
Warrant Shares may (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction outside the EEA or the United Kingdom.
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.
This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notice" section
of this Announcement.
By participating in the Bookbuild and/or the Placing, each Placee will be
deemed to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares and/or Warrants on
the terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and undertakings
contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1. it is a Relevant Person and undertakes that it
will acquire, hold, manage or dispose of any Placing Shares or Warrants that
are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United
Kingdom who acquires any Placing Shares or Warrants pursuant to the Placing:
(a) it is a Qualified Investor within the
meaning of Article 2(e) of the UK Prospectus Regulation; and
(b) in the case of any Placing Shares or
Warrants acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation:
(i) the Placing Shares and/or Warrants acquired
by it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors or in circumstances in which the prior
consent of the Bookrunners has been given to the offer or resale; or
(ii) where Placing Shares and/or Warrants have been
acquired by it on behalf of persons in the United Kingdom other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;
3. in the case of a Relevant Person in a member
state of the EEA which has implemented the EU Prospectus Regulation (each, a
"Relevant Member State") who acquires any Placing Shares and/or Warrants
pursuant to the Placing:
(a) it is a Qualified Investor within the meaning
of Article 2(e) of the EU Prospectus Regulation; and
(b) in the case of any Placing Shares and/or
Warrants acquired by it as a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation:
(i) the Placing Shares and/or Warrants acquired by it in
the Placing have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the prior consent
of the Bookrunners has been given to the offer or resale; and
(ii) where Placing Shares and/or Warrants have been acquired
by it on behalf of persons in any Relevant Member State other than Qualified
Investors, the offer of those Placing Shares or issue of Warrants to it is not
treated under the EU Prospectus Regulation as having been made to such
persons;
4. it is acquiring the Placing Shares and/or
Warrants for its own account or is acquiring the Placing Shares for an account
with respect to which it has authority to exercise, and is exercising,
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement;
5. it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix;
6. it (and any person on whose account it is
acting, as referred to in paragraph 5 above) is located outside the United
States and is acquiring the Placing Shares and/or Warrants in an "offshore
transaction" as defined in, and in accordance with, Regulation S under the US
Securities Act ("Regulation S");
7. it has not offered, sold or delivered and will
not offer to sell or deliver any of the Placing Shares and/or Warrants to
persons within the United States, directly or indirectly; neither it, its
affiliates, nor any persons acting on its behalf, have engaged or will engage
in any directed selling efforts (as defined in Regulation S) with respect to
the Placing Shares and/or Warrants; and it is not taking up the Placing Shares
and/or Warrants for resale in or into the United States; and
8. it is aware that while it is expected that the
Placing will be eligible for participation by 'VCT' investment funds and that
the Placing Shares will constitute a qualifying holding for the purposes of
Chapter 4 of Part 6 of the Income Tax Act 2007, there can be no guarantee that
the Placing Shares will either i) be eligible for EIS tax relief pursuant to
the Part 5 of the Income Tax Act 2007 or ii) constitute as a qualifying
holding for the purposes of Chapter 4 of Part 6 of the Income Tax Act 2007,
and no such expectation or representation is given in respect of the Warrants
and/or the any corresponding Warrant Shares.
No prospectus
The Placing Shares and corresponding warrants are being offered to a limited
number of specifically invited persons only and the Placing Shares and
corresponding warrants will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by the FCA or
any other regulatory authority in relation to the Placing or the Placing
Shares and corresponding warrants and Placees' commitments will be made solely
on the basis of their own assessment of the Company, the Placing Shares and
corresponding warrants and the Placing based on the information contained in
this Announcement, the announcement of the results of the Placing (the
"Placing Results Announcement") (together, the "Placing Documents") and any
other information publicly announced through a regulatory information service
("RIS") by or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to any further
terms set forth in the contract note sent to individual Placees.
Each Placee, by participating in the Placing, agrees that the content of the
Placing Documents is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty, or
statement made by or on behalf of either Bookrunner or the Company or any
other person and none of the Bookrunners, the Company nor any other person
acting on such person's behalf nor any of their respective affiliates has or
shall have any responsibility or liability for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee should consider
any information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own attorney, tax adviser and business adviser for
legal, tax and business advice regarding an investment in the Placing Shares
and corresponding warrants (including their exercise). Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing Agreement, the New Ordinary Shares and the Warrants
The Bookrunners are each acting as bookrunner in connection with the Placing
and have today entered into the Placing Agreement with the Company under
which, on the terms and subject to the conditions set out in the Placing
Agreement, the Bookrunners, each as agent for and on behalf of the Company,
have agreed to use their reasonable endeavours to procure placees for
approximately 1,500,000,000 new Ordinary Shares (the "Placing Shares"). The
Placing will comprise a firm Placing (the "Firm Placing") of 400,000,000
Placing Shares (the "Firm Placing Shares") and a conditional Placing (the
"Conditional Placing") of a minimum of 1,100,000,000 Placing Shares (the
"Conditional Placing Shares"). The Firm Placing Shares will be issued using
the authorities granted to the Directors at the general meeting of the Company
held on 15 September 2025. The Firm Placing is not conditional on (i) the
passing of any resolutions at the General Meeting, (ii) completion of the
Conditional Placing or (iii) the Minimum Proceeds being raised. The
Conditional Placing is subject to and conditional on, inter alia, the passing
of resolutions at the General Meeting.
If the Firm Placing completes but the Conditional Placing does not complete,
Placees will still be required to complete the Firm Placing in accordance with
these Terms & Conditions and no sums in respect of the Firm Placing Shares
will be returned to Placees.
The final number of Placing Shares (and the number of Firm Placing Shares,
Conditional Placing Shares and Warrants) will be set out in a share placing
supplement agreed between the Bookrunners and the Company following the
Bookbuild (the "Placing Supplement"). The allocation of Firm Placing Shares
and Conditional Placing Shares shall be determined by the Bookrunners after
consultation with the Company but it is expected Placees will be allocated the
same proportion of Firm Placing Shares and Conditional Placing Shares. The
price payable by Placees will be 0.20 pence per New Ordinary Share (the "Issue
Price").
Subscribers in the Placing shall be, conditional upon the passing of the
fundraising resolutions at the proposed General Meeting of the Company and
Admission of the Conditional Placing Shares, issued Warrants to subscribe for
New Ordinary Shares on a one Warrant for one Placing Share basis. The Warrants
will be exercisable at a price of 0.40 pence per New Ordinary Share (the
"Exercise Price") up to the second anniversary of the date of the Warrant
Instrument, at which time they will lapse. The Warrants shall not be admitted
to trading on AIM or any other stock market and will not be transferable or
secured but will be CREST enabled. The Warrants will be issued to Placees
pursuant to the terms of the Warrant Instrument.
The New Ordinary Shares will, when issued, be credited as fully paid up and
will be issued subject to the Company's articles of association and rank pari
passu in all respects with the existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid on or
in respect of the Ordinary Shares after the date of issue of the New Ordinary
Shares, and will on issue be free of all claims, liens, charges, encumbrances
and equities.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") for the admission of the New Ordinary Shares to trading on AIM
(together, "Admission").
It is expected that Admission of the Firm Placing Shares will occur at or
before 8.00 a.m. (London time) on 26 September 2025 (or such later time and/or
date as the Bookrunners may agree with the Company being no later than 8.00
a.m. on 10 October 2025) and that dealings in the Firm Placing Shares will
commence at that time.
It is expected that Admission of the Conditional Placing Shares and the Retail
Offer Shares will occur at or before 8.00 a.m. (London time) on 16 October
2025 (or such later time and/or date as the Bookrunners may agree with the
Company being no later than 8.00 a.m. on 30 October 2025) and that dealings in
the Conditional Placing Shares and the Retail Offer Shares will commence at
that time.
Bookbuild
The Bookrunners will today commence the accelerated bookbuilding process to
determine demand for Placing Shares by Placees (the "Bookbuild"). This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.
The Bookrunners shall be entitled to effect the Placing by such alternative
method to the Bookbuild as it may, in its absolute discretion following
consultation with the Company, determine.
Participation in, and principal terms of, the Placing
1. The Bookrunners are arranging the Placing as
Bookrunners and placing agent of the Company. Participation in the Placing
will only be available to persons who may lawfully be, and are, invited to
participate by the Bookrunner. The Bookrunners may themselves agree to be a
Placee in respect of all or some of the Placing Shares and corresponding
warrants or may nominate any member of its group to do so.
2. The number of Placing Shares and corresponding
warrants will be agreed by the Bookrunners (in consultation with the Company)
following completion of the Bookbuild. Subject to the execution of the Placing
Supplement, the number of Placing Shares and corresponding warrants to be
issued (conditional on the passing of the resolutions at the General Meeting
and Admission of the Conditional Placing Shares) will be announced on an RIS
following the completion of the Bookbuild via the Placing Results
Announcement.
3. Allocations of the Placing Shares and
corresponding warrants will be determined by the Bookrunners after
consultation with the Company (the proposed allocations having been supplied
by the Bookrunners to the Company in advance of such consultation). Subject to
the execution of the Placing Supplement, allocations in respect of Placing
Shares and corresponding warrants will be confirmed orally by the Bookrunners
and a contract note will be despatched as soon as possible thereafter. The
Bookrunners' oral confirmation to such Placee constitutes an irrevocable
legally binding commitment upon such person (who will at that point become a
Placee), in favour of the Bookrunners and the Company, to acquire the number
of Placing Shares allocated to it and to pay the Issue Price in respect of
such shares on the terms and conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with the
Bookrunners' consent, such commitment will not be capable of variation or
revocation after the time at which it is submitted. The issue of any
corresponding warrants will be conditional on the passing of the fundraising
resolutions at the General Meeting of the Company and Admission of the
Conditional Placing Shares. If Firm Placing Shares are issued but the
resolutions are not passed at the General Meeting and no Conditional Placing
Shares as issued or admitted to trading on AIM, then no Warrants will be
issued to Placees who are issued Firm Placing Shares.
4. Each Placee's allocation and commitment will be
evidenced by a contract note issued to such Placee by the Bookrunners. The
terms of this Appendix will be deemed incorporated in that contract note.
5. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all Firm
Placing Shares to be subscribed for pursuant to the Placing will be required
to be made at the same time and settlement for all Conditional Placing Shares
to be subscribed for pursuant to the Placing will be required to be made at
the same time, in each case on the basis explained below under "Registration
and Settlement".
6. All obligations under the Bookbuild and/or the
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Firm Placing" and
"Conditions of the Conditional Placing" (as applicable) and to the Placing not
being terminated on the basis referred to below under "Right to terminate
under the Placing Agreement - Firm Placing" and "Right to terminate under the
Placing Agreement - Conditional Placing" (as applicable).
7. By participating in the Placing, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
8. To the fullest extent permissible by law, none
of the Bookrunners, the Company, or any of their respective affiliates,
agents, directors, officers or employees shall have any responsibility or
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, none of the Bookrunners, the Company,
any of their respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Bookrunners'
conduct of the Placing or of such alternative method of effecting the Placing
as the Bookrunners and the Company may determine.
9. The Placing Shares will be issued subject to
the terms and conditions of this Announcement and each Placee's commitment to
subscribe for Placing Shares on the terms set out herein will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's or the
Bookrunners' conduct of the Placing.
10. All times and dates in this Announcement may be
subject to amendment. The Bookrunners shall notify the Placees and any person
acting on behalf of the Placees of any changes.
Conditions of the Firm Placing
The Firm Placing is conditional upon the Placing Agreement becoming
unconditional in respect of the Firm Placing and not having been terminated in
accordance with its terms. The Bookrunners' obligations in respect of the Firm
Placing under the Placing Agreement are conditional on customary conditions
(the "Firm Placing Conditions") including (amongst others):
1. certain announcement obligations;
2. Admission of the Firm Placing Shares occurring
no later than 8.00 a.m. (London time) on 26 September 2025 (or such later time
and/or date, not being later than 8:00 a.m. (London time) on 10 October 2025
as the Bookrunner may otherwise agree with the Company);
3. none of the warranties contained in the Placing
Agreement, in the opinion of the Bookrunners (acting jointly and in good
faith), being untrue or inaccurate or misleading at the date of the Placing
Agreement or becoming untrue or inaccurate or misleading at any time between
such date and Admission of the Firm Placing Shares by reference to the facts
and circumstances from time to time subsisting;
4. the Company having complied with all of its
obligations under the Placing Agreement which fall to be performed or
satisfied on or prior to Admission of the Firm Placing Shares;
5. the execution and delivery of the Placing
Supplement; and
6. in the opinion of the Bookrunners (acting
jointly and in good faith), there having been no material adverse change in,
or any development involving a prospective material adverse change in, or
affecting, the condition (financial, operational, legal or otherwise) or the
earnings, management, business affairs, solvency, credit rating or prospects
of the Company, or of the Group taken as a whole, whether or not arising in
the ordinary course of business ("Material Adverse Change").
The Bookrunners may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of certain of
the Company's obligations in relation to the Firm Placing Conditions or extend
the time or date provided for fulfilment of certain such Conditions in
respect of all or any part of the performance thereof. The conditions in the
Placing Agreement relating to (amongst other things) Admission of the Firm
Placing Shares taking place may not be waived. Any such extension or waiver
will not affect Placees' commitments as set out in this Announcement.
If: (i) any of the Firm Placing Conditions are not fulfilled or (where
permitted) waived by the Bookrunners by the relevant time or date specified
(or such later time or date as the Company and the Bookrunner may agree); or
(ii) the Placing Agreement is terminated in the circumstances specified below
under "Right to terminate under the Placing Agreement- Firm Placing", the
Placing will not proceed and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by it or on its behalf (or any person
on whose behalf the Placee is acting) in respect thereof.
None of the Bookrunners, the Company, or any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Firm
Placing Condition, nor for any decision they may make as to the satisfaction
of any Firm Placing Condition or in respect of the Firm Placing generally, and
by participating in the Firm Placing each Placee agrees that any such decision
is within the absolute discretion of the Bookrunners.
The Firm Placing is not conditional on completion of the Conditional Placing
and the Firm Placing may complete even if the conditions for the Conditional
Placing are not satisfied or waived or the obligations of the Bookrunners
under the Placing Agreement are terminated after completion of the Firm
Placing. There is no guarantee that an allocation of Conditional Placing
Shares or Warrants will result in an issue of Conditional Placing Shares or
Warrants to a Placee as the Firm Placing may complete even if the conditions
for the Conditional Placing are not satisfied or waived. For the avoidance of
doubt if the Conditional Placing does not occur, no Warrants will be issued to
any Placees, including under the Firm Placing.
Conditions of the Conditional Placing
The Conditional Placing is conditional upon the Placing Agreement becoming
unconditional in respect of the Conditional Placing and not having been
terminated in accordance with its terms. The Bookrunners' obligations in
respect of the Placing Agreement are conditional on customary conditions
(the "Conditional Placing Conditions"), and together with the Firm Placing
Conditions, the "Conditions") (as applicable): including (amongst others):
1. certain announcement obligations;
2. Admission of the Conditional Placing Shares
occurring no later than 8.00 a.m. (London time) on 16 October 2025 (or such
later time and/or date, not being later than 8.00 a.m. (London time) on 30
October 2025 as the Bookrunners may otherwise agree with the Company);
3. the passing of the shareholder resolutions 1
and 2 in the approved terms to be set out in the notice convening the general
meeting of the Company;
4. none of the warranties contained in the Placing
Agreement, in the opinion of the Bookrunners (acting jointly and in good
faith), being untrue or inaccurate or misleading at the date of the Placing
Agreement or becoming untrue or inaccurate or misleading at any time between
such date and Admission of the Conditional Placing Shares by reference to the
facts and circumstances from time to time subsisting;
5. the Company having complied with all of its
obligations under the Placing Agreement and the intermediaries agreements
(including any applicable master intermediary agreements) relating to the
Retail Offer which fall to be performed or satisfied on or prior to Admission
of the Conditional Placing Shares;
6. the Placing and Retail Offer raising gross
proceeds of not less than £3 million;
7. the execution and delivery of the Placing
Supplement; and
8. in the opinion of the Bookrunners (acting
jointly and in good faith), there having been no Material Adverse Change.
The Bookrunners may, at their discretion and upon such terms as they think
fit, waive compliance by the Company with the whole or any part of certain of
the Company's obligations in relation to the Conditional Placing Conditions or
extend the time or date provided for fulfilment of certain such Conditions in
respect of all or any part of the performance thereof. The conditions in the
Placing Agreement relating to (amongst other things) Admission of the
Conditional Placing Shares taking place may not be waived. Any such extension
or waiver will not affect Placees' commitments as set out in this
Announcement.
If: (i) any of the Conditional Placing Conditions are not fulfilled or (where
permitted) waived by the Bookrunners by the relevant time or date specified
(or such later time or date as the Company and the Bookrunners may agree); or
(ii) the Placing Agreement is terminated in the circumstances specified below
under "Right to terminate under the Placing Agreement - Conditional Placing"
or "Right to terminate under the Placing Agreement - Firm Placing", the
Conditional Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Conditional Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
or on its behalf (or any person on whose behalf the Placee is acting) in
respect thereof.
None of the Bookrunners, the Company, or any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
Conditional Placing Condition, nor for any decision they may make as to the
satisfaction of any Conditional Placing Condition or in respect of the
Conditional Placing generally, and by participating in the Conditional Placing
each Placee agrees that any such decision is within the absolute discretion of
the Bookrunners.
Right to terminate under the Placing Agreement - Firm Placing
The Bookrunners in their absolute discretion may terminate their respective
obligations under the Placing Agreement (in respect of both the Firm Placing
and the Conditional Placing) by notice to the Company, in each case if at any
time prior to Admission of the Firm Placing Shares, among other things:
1. where there has been a breach by the Company of
any of its material obligations contained in the Placing Agreement;
2. it comes to the knowledge of either Bookrunner
that any of the warranties contained in the Placing Agreement either was
untrue, inaccurate or misleading when made and/or would be if such warranties
were deemed to be repeated at any time before Admission of the Firm Placing
Shares) by reference to the facts and circumstances then subsisting, which is
material in the context of the Placing;
3. if any of the Firm Placing Conditions have (i)
become incapable of satisfaction or (ii) not been satisfied before the latest
time provided in the Placing Agreement and have not been waived if capable of
being waived by the Bookrunners;
4. in the opinion of either Bookrunner, there has
been a Material Adverse Change; or
5. the occurrence of certain force majeure events.
Upon such termination, the Bookrunners shall be released and discharged
(except for any liability arising before or in relation to such termination)
from its obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, each Placee agrees that (i) the exercise by
either Bookrunner of any right of termination or other discretion relating to
the Firm Placing under the Placing Agreement shall be within the absolute
discretion of that Bookrunner and that it need not make any reference to, or
consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to exercise and
(ii) its rights and obligations relating to the Firm Placing terminate only in
the circumstances described above under "Right to terminate under the Placing
Agreement - Firm Placing" and "Conditions of the Firm Placing", and its
participation will not be capable of rescission or termination by it after
oral confirmation by the Bookrunners of the allocation and commitments
following the close of the Bookbuild, including if the conditions for the
Conditional Placing are not satisfied or if either or both Bookrunners
exercise their right to terminate its obligations under the Placing Agreement
after completion of the Firm Placing.
Right to terminate under the Placing Agreement - Conditional Placing
The Bookrunners in their absolute discretion may terminate their respective
obligations under the Placing Agreement if at any time prior to Admission of
the Conditional Placing Shares (including, for the avoidance of doubt during
the period after Admission of the Firm Placing Shares), among other things:
1. where there has been a breach by the Company of
any of its material obligations contained in the Placing Agreement;
2. it comes to the knowledge of either
Bookrunner that any of the warranties contained in the Placing Agreement
either was untrue, inaccurate or misleading when made and/or would be if such
warranties were deemed to be repeated at any time before Admission of the
Conditional Placing Shares by reference to the facts and circumstances then
subsisting, which is material in the context of the Placing;
3. if any of the Conditional Placing Conditions
have (i) become incapable of satisfaction or (ii) not been satisfied before
the latest time provided in the Placing Agreement and have not been waived if
capable of being waived by the Bookrunners;
4. in the opinion of either Bookrunner, there
has been a Material Adverse Change; or
5. the occurrence of certain force majeure events.
Upon such termination, the Bookrunners shall be released and discharged
(except for any liability arising before or in relation to such termination)
from their obligations under or pursuant to the Placing Agreement subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise by either
Bookrunner of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Bookrunners and that
they need not make any reference to, or consult with, Placees and that it
shall have no liability to Placees whatsoever in connection with any such
exercise or failure to exercise.
By participating in the Placing, each Placee agrees that (i) the exercise by
either Bookrunner of any right of termination or other discretion relating to
the Conditional Placing under the Placing Agreement shall be within the
absolute discretion of that Bookrunner and that it need not make any reference
to, or consult with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to exercise and
(ii) its rights and obligations relating to the Conditional Placing terminate
only in the circumstances described above under "Right to terminate under the
Placing Agreement - Conditional Placing" and "Conditions of the Placing", and
its participation will not be capable of rescission or termination by it after
oral confirmation by either Bookrunner of the allocation and commitments
following the close of the Bookbuild.
Lock-up Arrangements
The Company has undertaken to the Bookrunners that, between the date of the
Placing Agreement and 12 months after each Admission (excluding the Admission
of any Warrant Shares following an exercise of Warrants), it will not offer,
issue, sell or otherwise dispose of (or announce an intention of doing so) any
shares of the Company, or any securities convertible into or exchangeable for
or carrying rights to acquire other shares of the Company, whether settled in
cash or otherwise, without prior consent from the Bookrunners. However, this
undertaking shall not prevent or restrict the grant of options under, or the
allotment and issue of shares pursuant to options under, any existing employee
share schemes of the Company (in accordance with its normal practice) nor the
allotment and issue of shares of the Company following exercise of any
warrants granted prior to the date of the Placing Agreement to Riverfort
Global Opportunities PCC Limited or otherwise in connection with the equity
pre-payment facility entered into by the Company and the warrant instrument
granted by the Company, each dated 31 March 2023 (provided, for the avoidance
of doubt, that no further drawdown may be made under such facility without the
prior written consent of the Bookrunners). By participating in the Placing,
Placees agree that the exercise by the Bookrunners of any power to grant
consent to the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up provisions under the Placing Agreement
shall be within the absolute discretion of the Bookrunners and that it need
not make any reference to, or consult with, Placees and that it shall have no
liability to Placees whatsoever in connection with any such exercise of the
power to grant consent.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN: GB00B1VKB244)
following each Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST"), subject to certain
exceptions. The Bookrunners reserves the right to require settlement for, and
delivery of, the Placing Shares (or any part thereof) to Placees by such other
means that they may deem necessary if delivery or settlement is not possible
or practicable within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild, each Placee to be allocated Placing
Shares in the Placing will be sent a contract note in accordance with the
standing arrangements in place with the Bookrunners stating the number of
Placing Shares and conditional Warrants allocated to them at the Issue Price
or Exercise Price , the number of Firm Placing Shares, Conditional Placing
Shares and conditional Warrants included in the allocation of Placing Shares
and Associated Conditional Warrants, the aggregate amount owed by such Placee
to the relevant Bookrunner in respect of Firm Placing Shares and Conditional
Placing Shares and settlement instructions. Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the Firm Placing Shares and Conditional Placing Shares that it has
in place with the relevant Bookrunner.
The Company will deliver the Placing Shares to a CREST account operated by the
relevant Bookrunner as agent for the Company and the relevant Bookrunner
will enter its delivery instruction into the CREST system. The input to CREST
by a Placee of a matching or acceptance instruction will then allow delivery
of the relevant Placing Shares to that Placee against payment.
It is expected that settlement in respect of (i) the Firm Placing Shares will
take place on 26 September 2025 and (ii) in respect of the Conditional Placing
Shares will be on 16 October 2025, in each case on a delivery versus payment
basis
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the relevant Bookrunner's account and benefit, an amount equal to the
aggregate amount owed by the Placee plus any interest due. The relevant Placee
will, however, remain liable for any shortfall below the aggregate amount owed
by it and will be required to bear any stamp duty or stamp duty reserve tax or
other taxes or duties (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note is copied and delivered
immediately to the relevant person within that organisation. Insofar as
Placing Shares are issued in a Placee's name or that of its nominee or in the
name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. If there are any circumstances in which any stamp duty or stamp
duty reserve tax or other similar taxes or duties (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue, sale, transfer or delivery of the Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable
in connection with any subsequent transfer of or agreement to transfer Placing
Shares), neither the relevant Bookrunner nor the Company shall be responsible
for payment thereof.
Representations, warranties, undertakings and acknowledgements
By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with the Bookrunners (in their
capacity as Bookrunner and placing agent (as appropriate) of the Company in
respect of the Placing) and the Company, in each case as a fundamental term of
their application for Placing Shares, the following:
General
1. it has read and understood this Announcement in
its entirety and its subscription for Placing Shares (comprising Firm Placing
Shares and Conditional Placing Shares) and associated conditional Warrants is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and it has not relied on, and will not rely on,
any information given or any representations, warranties or statements made at
any time by any person in connection with the Placing, the Company, the
Placing Shares, the Warrants and any associated issued of Warrant Shares or
otherwise other than the information contained in the Placing Documents and
the Publicly Available Information;
2. the Ordinary Shares are admitted to trading on
AIM and that the Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of AIM,
which includes a description of the Company's business and the Company's
financial information, including balance sheets and income statements, and
that it is able to obtain or has access to such information without undue
difficulty, and is able to obtain access to such information or comparable
information concerning any other publicly traded companies, without undue
difficulty;
3. the person whom it specifies for registration
as holder of the Placing Shares and Warrants will be (a) itself or (b) its
nominee, as the case may be. Neither the Bookrunners nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax or other
similar taxes or duties imposed in any jurisdiction (including interest and
penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to indemnify the Company and the
Bookrunners on an after-tax basis in respect of any Indemnified Taxes;
4. neither of the Bookrunners nor any of their
affiliates, agents, directors, officers and employees accepts any
responsibility for any acts or omissions of the Company or any of the
directors of the Company or any other person (other than the relevant
Bookrunner) in connection with the Placing (including for the avoidance of
doubt, the issue of the Warrants);
5. time is of the essence as regards its
obligations under this Announcement;
6. any document that is to be sent to it in
connection with the Placing will be sent at its risk and may be sent to it at
any address provided by it to either of the Bookrunners;
No distribution of Announcement
7. it will not redistribute, forward, transfer,
duplicate or otherwise transmit this Announcement or any part of it, or any
other presentational or other material concerning the Placing (including
electronic copies thereof) to any person and it represents that it has not
redistributed, forwarded, transferred, duplicated, or otherwise transmitted
any such materials to any person;
No prospectus
8. no prospectus or other offering document is
required under the EU Prospectus Regulation or the UK Prospectus Regulation,
nor will one be prepared in connection with the Bookbuild, the Placing or the
Placing Shares or corresponding warrants and Warrant Shares and it has not
received and will not receive a prospectus or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares or
corresponding warrants and Warrant Shares;
Purchases by a Bookrunner for its own account
9. in connection with the Placing, a Bookrunner
and any of its affiliates acting as an investor for its own account may
subscribe for Placing Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Placing Shares in the Company and
any securities of the Company or related investments and may offer or sell
such securities or other investments otherwise than in connection with the
Placing. Accordingly, references in this Announcement to the Placing Shares
being issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to a Bookrunner or any of
its affiliates acting in such capacity;
10. either Bookrunner and its respective affiliates
may enter into financing arrangements and swaps with investors in connection
with which the relevant Bookrunner and any of its affiliates may from time to
time acquire, hold or dispose of such securities of the Company, including the
Placing Shares and/or Warrants;
11. the Bookrunners do not intend to disclose the
extent of any investment or transactions referred to in paragraphs 9 and 10
above otherwise than in accordance with any legal or regulatory obligation to
do so;
No fiduciary duty or client of the Bookrunners
12. neither Bookrunner owes any fiduciary nor other
duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
13. its participation in the Placing is on the basis
that it is not and will not be a client of either Bookrunner in connection
with its participation in the Placing and that the Bookrunners have no duties
or responsibilities to it for providing the protections afforded to its
clients or customers or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
No responsibility of the Bookrunners for information
14. the content of the Placing Documents and the
Publicly Available Information has been prepared by and is exclusively the
responsibility of the Company and neither Bookrunner nor their respective
affiliates agents, directors, officers or employees nor any person acting on
behalf of any of them is responsible for or has or shall have any
responsibility or liability for any information, representation or statement
contained in, or omission from, the Placing Documents, the Publicly Available
Information or otherwise nor will they be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty
or statement contained in the Placing Documents, the Publicly Available
Information or otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by such person;
Reliance on information regarding the Placing
15.
(a) the only information on which it is entitled
to rely and on which such Placee has relied in committing itself to subscribe
for Placing Shares (and receipt of corresponding warrants) is contained in the
Placing Documents, or any Publicly Available Information (save that in the
case of Publicly Available Information, a Placee's right to rely on that
information is limited to the right that such Placee would have as a matter of
law in the absence of this paragraph 15(a)), such information being all that
such Placee deems necessary or appropriate and sufficient to make an
investment decision in respect of the Placing Shares (and receipt of
corresponding warrants);
(b) it has neither received nor relied on any
other information given, or representations, warranties or statements, express
or implied, made, by the Bookrunners or the Company nor any of their
respective affiliates, agents, directors, officers or employees acting on
behalf of any of them (including in any management presentation delivered in
respect of the Bookbuild) with respect to the Company, the Placing or the
Placing Shares and corresponding warrants or the accuracy, completeness or
adequacy of any information contained in the Placing Documents, or the
Publicly Available Information or otherwise;
(c) none of the Bookrunners, nor the Company, nor
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them has provided, nor will provide,
it with any material or information regarding the Placing Shares and
corresponding warrants or the Company or any other person other than the
information in the Placing Documents or the Publicly Available Information;
nor has it requested of any of the Bookrunners, the Company or any of their
respective affiliates or any person acting on behalf of any of them to provide
it with any such material or information; and
(d) neither the Bookrunners nor the Company will
be liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
Conducted own investigation and due diligence
16. it may not rely, and has not relied, on any
investigation that the Bookrunners, any of their respective affiliates or any
person acting on their behalf, may have conducted with respect to the Placing
Shares and corresponding warrants and Warrant Shares, the terms of the Placing
or the Company, and none of such persons has made any representation, express
or implied, with respect to the Company, the Placing, the Placing Shares and
corresponding warrants and Warrant Shares or the accuracy, completeness or
adequacy of the information in the Placing Documents, the Publicly Available
Information or any other information;
17. in making any decision to subscribe for Placing
Shares and corresponding warrants it:
(a) has such knowledge and experience in
financial and business matters to be capable of evaluating the merits and
risks of subscribing for the Placing Shares (and receipt of corresponding
warrants);
(b) will not look to either Bookrunner for all or
part of any such loss it may suffer;
(c) is experienced in investing in securities of
this nature in this sector and is aware that it may be required to bear, and
is able to bear, the economic risk of an investment in the Placing Shares (and
receipt of any corresponding warrants);
(d) is able to sustain a complete loss of an
investment in the Placing Shares and corresponding warrants;
(e) has no need for liquidity with respect to its
investment in the Placing Shares (and receipt of corresponding warrants);
(f) has made its own assessment and has
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares (and
receipt of corresponding warrants); and
(g) has conducted its own due diligence,
examination, investigation and assessment of the Company, the Placing Shares
and corresponding warrants and the terms of the Placing and has satisfied
itself that the information resulting from such investigation is still current
and relied on that investigation for the purposes of its decision to
participate in the Placing;
Capacity and authority
18. it is subscribing for the Placing Shares (and
receipt of any corresponding warrants) for its own account or for an account
with respect to which it exercises sole investment discretion and has the
authority to make and does make the acknowledgements, representations and
agreements contained in this Announcement;
19. it is acting as principal only in respect of the
Placing or, if it is acting for any other person, it is:
(a) duly authorised to do so and has full power to
make the acknowledgments, representations and agreements herein on behalf of
each such person; and
(b) will remain liable to the Company and/or the
Bookrunners for the performance of all its obligations as a Placee in respect
of the Placing (regardless of the fact that it is acting for another person);
20. it and any person acting on its behalf is entitled
to subscribe for the Placing Shares (and receive any corresponding warrants)
under the laws and regulations of all relevant jurisdictions that apply to it
and that it has fully observed such laws and regulations, has capacity and
authority and is entitled to enter into and perform its obligations as a
subscriber of Placing Shares (and receipt of any corresponding warrants) and
will honour such obligations, and has obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities to enable it
to commit to this participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations and that it has not taken any action or omitted to take any action
which will or may result in the Bookrunners, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any jurisdiction in connection with
the Placing;
21. where it is subscribing for Placing Shares (and
receiving any corresponding warrants) for one or more managed accounts, it is
authorised in writing by each managed account to subscribe for the Placing
Shares (and receive any corresponding warrants) for each managed account;
22. it irrevocably appoints any duly authorised
officer of the relevant Bookrunner as its agent for the purpose of executing
and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the
Placing Shares for which it agrees to subscribe for upon the terms of this
Announcement and receive any corresponding warrants;
Excluded territories
23. the Placing Shares and corresponding warrants and
Warrant Shares have not been and will not be registered or otherwise
qualified and that a prospectus will not be cleared in respect of any of the
Placing Shares and corresponding warrants and Warrant Shares under the
securities laws or legislation of the United States, Australia, New Zealand,
Canada, Japan or the Republic of South Africa, or any state, province,
territory or jurisdiction thereof;
24. the Placing Shares and corresponding warrants and
Warrant Shares may not be offered, sold, or delivered or transferred, directly
or indirectly, in or into the jurisdictions listed in paragraph 23 above or
any jurisdiction (subject to certain exceptions) in which it would be unlawful
to do so and no action has been or will be taken by any of the Company, the
Bookrunners or any person acting on behalf of the Company or the Bookrunners
that would, or is intended to, permit a public offer of the Placing Shares and
corresponding warrants and Warrant Shares in the United States, Australia, New
Zealand, Canada, Japan or the Republic of South Africa or any country or
jurisdiction, or any state, province, territory or jurisdiction thereof, where
any such action for that purpose is required;
25. unless otherwise specifically agreed with the
Bookrunners, it is not and at the time the Placing Shares are subscribed for,
neither it nor the beneficial owner of the Placing Shares (and any
corresponding warrants) will be, a resident of, nor have an address in,
Australia, New Zealand, Japan, the Republic of South Africa or any province or
territory of Canada;
26. it may be asked to disclose in writing or orally
to either Bookrunner:
(a) if he or she is an individual, his or her
nationality; or
(b) if he or she is a discretionary fund manager,
the jurisdiction in which the funds are managed or owned;
Compliance with US securities laws
27. it, and any prospective beneficial owner for
whose account or benefit it is purchasing the Placing Shares (and receiving
any corresponding warrants), (i) is located outside the United States and is
acquiring the Placing Shares and corresponding warrants in an "offshore
transaction" as defined in, and in accordance with, Regulation S; and (ii)
has not been offered to purchase or subscribe for Placing Shares and
corresponding warrants by means of any "directed selling efforts" as defined
in Regulation S;
28. it understands that the Placing Shares and
corresponding warrants and any Warrant Shares have not been, and will not be,
registered under the US Securities Act and may not be offered, sold or resold
in or into or from the United States except pursuant to an effective
registration under the US Securities Act, or pursuant to an exemption from the
registration requirements of the US Securities Act and in accordance with
applicable state securities laws;
29. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into or from
the United States (including electronic copies thereof) to any person, and it
has not distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
Compliance with selling restrictions and the EU Prospectus Regulation and UK
Prospectus Regulation
30. if in the United Kingdom, it is a Relevant Person
and it is a Qualified Investor (as such term is defined in Article 2(e) of the
UK Prospectus Regulation);
31. if in a Relevant Member State, unless otherwise
specifically agreed with the Bookrunners in writing, it is a Qualified
Investor (as such term is defined in Article 2(e) of the EU Prospectus
Regulation);
32. it has not offered or sold and will not offer or
sell any Placing Shares and corresponding warrants to persons in the United
Kingdom except to Qualified Investors (as such term is defined in Article 2(e)
of the UK Prospectus Regulation) or otherwise in circumstances which have not
resulted in, and which will not result in an offer to the public in the United
Kingdom within the meaning of the UK Prospectus Regulation;
33. it has not offered or sold and will not offer or
sell any Placing Shares and corresponding warrants to persons in a Relevant
Member State except to Qualified Investors or otherwise in circumstances
which have not resulted in, and which will not result in an offer to the
public in any Relevant Member State within the meaning of the EU Prospectus
Regulation;
34. if a financial intermediary, as that term is used
in Article 5(1) of the UK Prospectus Regulation, the Placing Shares and
corresponding warrants subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in the United Kingdom other
than Qualified Investors;
35. if a financial intermediary, as that term is used
in Article 5(1) of the EU Prospectus Regulation, the Placing Shares and
corresponding warrants subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Relevant Member State
which has implemented the EU Prospectus Regulation other than Qualified
Investors, or in circumstances in which the prior consent of the Bookrunners
has been given to each proposed offer or resale;
Compliance with FSMA, the UK financial promotion regime, and UK MAR
36. if in the United Kingdom, that it is a person (i)
having professional experience in matters relating to investments who falls
within the definition of "investment professionals" in Article 19(5) of the
Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom
it may otherwise lawfully be communicated;
37. it has not offered or sold and will not offer or
sell any Placing Shares and corresponding warrants to persons in the United
Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the Financial Services
and Markets Act 2000, as amended ("FSMA");
38. it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placing Shares and corresponding
warrants in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and it acknowledges and
agrees that the Placing Documents have not and will not have been approved by
either Bookrunner in its capacity as an authorised person under section 21 of
the FSMA and it may not therefore be subject to the controls which would apply
if it was made or approved as a financial promotion by an authorised person;
39. it has complied and will comply with all
applicable laws with respect to anything done by it or on its behalf in
relation to the Placing Shares and corresponding warrants and any Warrant
Shares (including all applicable provisions in FSMA and the UK version of
Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse, as retained as part of UK law by virtue of the
EUWA ("UK MAR")) in respect of anything done in, from or otherwise involving,
the United Kingdom);
Compliance with laws
40. if it is a pension fund or investment company, its
subscription for Placing Shares and corresponding warrants is in full
compliance with applicable laws and regulations;
41. it has complied with its obligations under the
Criminal Justice Act 1993 and Articles 8, 10 and 12 of UK MAR and in
connection with money laundering and terrorist financing under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations") and the
Money Laundering Sourcebook of the FCA and, if making payment on behalf of a
third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations;
42. in order to ensure compliance with the
Regulations, either Bookrunner (for itself and as agent on behalf of the
Company) or the Company's registrars may, in their absolute discretion,
require verification of its identity. Pending the provision to the relevant
Bookrunner or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares and
corresponding warrants may be retained at the relevant Bookrunner's absolute
discretion or, where appropriate, delivery of the Placing Shares and
corresponding warrants to it in uncertificated form may be delayed at the
relevant Bookrunner's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identify the relevant Bookrunner (for itself and as agent on
behalf of the Company) or the Company's registrars have not received evidence
satisfactory to them, either the relevant Bookrunner and/or the Company may,
at its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of allotment will, if
already paid, be returned without interest to the account of the drawee's bank
from which they were originally debited;
Depositary receipts and clearance services
43. the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of Placing
Shares and corresponding warrants will not give rise to a stamp duty or stamp
duty reserve tax liability under (or at a rate determined under) any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that the Placing Shares and corresponding warrants are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placing Shares and corresponding warrants
into a clearance service;
Undertaking to make payment
44. it (and any person acting on its behalf) has the
funds available to pay for the Placing Shares for which it has agreed to
subscribe and acknowledges and agrees that it will make payment in respect of
the Placing Shares allocated to it in accordance with this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
and corresponding warrants may be placed with other subscribers or sold as the
relevant Bookrunner may in its sole discretion determine and without liability
to such Placee, who will remain liable for any amount by which the net
proceeds of such sale falls short of the product of the relevant Issue Price
and the number of Placing Shares allocated to it and will be required to bear
any stamp duty, stamp duty reserve tax or other taxes or duties (together with
any interest, fines or penalties) imposed in any jurisdiction which may arise
upon the sale of such Placee's Placing Shares and any corresponding warrants;
Money held on account
45. any money held in an account with the relevant
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA. Each Placee acknowledges
that the money will not be subject to the protections conferred by the client
money rules: as a consequence this money will not be segregated from the
relevant Bookrunner's money in accordance with the client money rules and will
be held by it under a banking relationship and not as trustee;
Allocation
46. its allocation (if any) of Placing Shares and
corresponding warrants will represent a maximum number of Placing Shares and
corresponding warrants which it will be entitled, and required, to subscribe
for, and that the Bookrunners or the Company may call upon it to subscribe for
a lower number of Placing Shares and corresponding warrants (if any), but in
no event in aggregate more than the aforementioned maximum;
No recommendation
47. neither Bookrunner, nor any of their affiliates,
nor any person acting on behalf of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing;
Inside information
48. if it has received any 'inside information' (for
the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities in advance of the Placing, it
confirms that it has received such information within the market soundings
regime provided for in article 11 of UK MAR and associated delegated
regulations and it has not:
(a) used that inside information to acquire or
dispose of securities of the Company or financial instruments related thereto
or cancel or amend an order concerning the Company's securities or any such
financial instruments;
(b) used that inside information to encourage,
require, recommend or induce another person to deal in the securities of the
Company or financial instruments related thereto or to cancel or amend an
order concerning the Company's securities or such financial instruments; or
(c) disclosed such information to any person,
prior to the information being made publicly available;
Rights and remedies
49. the rights and remedies of the Company and the
Bookrunners under the terms and conditions in this Announcement are in
addition to any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise of one will not prevent the
exercise of others; and
Governing law and jurisdiction
50. these terms and conditions of the Placing and any
agreements entered into by it pursuant to the terms and conditions of the
Placing, and all non-contractual or other obligations arising out of or in
connection with them, shall be governed by and construed in accordance with
the laws of England and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract (including any dispute regarding the existence, validity or
termination of such contract or relating to any non-contractual or other
obligation arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares and corresponding warrants (together with any interest
chargeable thereon) may be taken by either the Company or the Bookrunners in
any jurisdiction in which the relevant Placee is incorporated or in which any
of its securities have a quotation on a recognised stock exchange.
The foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings are given for the benefit of the Company as well
as the Bookrunners and are irrevocable. The Bookrunners, the Company and their
respective affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, confirmations, acknowledgements,
agreements and undertakings. Each prospective Placee, and any person acting on
behalf of such Placee, irrevocably authorises the Company and the Bookrunners
to produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein.
Indemnity
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, each of the Bookrunners and any of their respective affiliates,
agents, directors, officers and employees harmless from any and all costs,
claims, liabilities and expenses (including legal fees and expenses) arising
out of or in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Announcement or incurred by
either or both of the Bookrunners, the Company or any their respective
affiliates, agents, directors, officers or employees arising from the
performance of the Placees' obligations as set out in this Announcement, and
further agrees that the provisions of this Announcement shall survive after
completion of the Placing.
Taxation
The agreement to allot and issue Placing Shares and corresponding warrants to
Placees (and/or to persons for whom such Placee is contracting as agent) free
of stamp duty and stamp duty reserve tax relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the Placing Shares and corresponding warrants in
question. Such agreement also assumes that the Placing Shares and
corresponding warrants are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing Shares and
corresponding warrants into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares and corresponding warrants, stamp duty or stamp duty reserve tax or
other similar taxes or duties may be payable, for which neither the Company
nor the Bookrunners will be responsible and the Placees shall indemnify the
Company and the Bookrunners on an after-tax basis for any stamp duty or stamp
duty reserve tax or other similar taxes or duties (together with interest,
fines and penalties) in any jurisdiction paid by the Company or the
Bookrunners in respect of any such arrangements or dealings. If this is the
case, each Placee should seek its own advice and notify the Bookrunners
accordingly. Placees are advised to consult with their own advisers regarding
the tax aspects of the subscription for Placing Shares and corresponding
warrants.
The Company and the Bookrunners are not liable to bear any taxes that arise on
a sale of Placing Shares and corresponding warrants subsequent to their
acquisition by Placees, including any taxes arising otherwise than under the
laws of the United Kingdom. Each prospective Placee should, therefore, take
its own advice as to whether any such tax liability arises and notify the
Bookrunners and the Company accordingly. Furthermore, each prospective Placee
agrees to indemnify on an after-tax basis and hold the Bookrunners and/or the
Company and their respective affiliates harmless from any and all interest,
fines or penalties in relation to stamp duty, stamp duty reserve tax and all
other similar duties or taxes in any jurisdiction to the extent that such
interest, fines or penalties arise from the unreasonable default or delay of
that Placee or its agent.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable, whether inside or outside the UK, by them or any other
person on the subscription, acquisition, transfer or sale by them of any
Placing Shares and corresponding warrants or the agreement by them to
subscribe for, acquire, transfer or sell any Placing Shares and corresponding
warrants.
No statement in the Placing Documents is intended to be a profit forecast or
estimate, and no statement in the Placing Documents should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Placing Shares and corresponding warrants to be issued pursuant to the
Placing will not be admitted to trading on any stock exchange other than AIM,
a market operated by the London Stock Exchange.
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 or any other Placing Document.
APPENDIX III - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" means First Admission and/or Second Admission (as the context requires)
"AIM" AIM, the market of that name operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as
the context may require)
"AIM Rules for Companies" the rules of AIM as set out in the publication entitled "AIM Rules for
Companies" published by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers" the rules of AIM as set out in the publication entitled "AIM Rules for
Nominated Advisers" published by the London Stock Exchange from time to time
"Allenby Capital" Allenby Capital Limited, the Company's joint bookrunner and joint broker in
connection with the Placing
"Announcement" means this announcement including its Appendices
"Bookbuild" the accelerated bookbuilding process which will be launched immediately
following this Announcement
"Bookrunners" Peel Hunt and Allenby Capital
"CE-IVD" CE marking indicating that an in-vitro diagnostic device complies with
European Directive (IVDD 98/79/EC)
"certificated" or "in certificated form" an Ordinary Share or other security recorded on a company's share register as
being held in certificated form (that is not in CREST)
"Circular" the circular to be posted to Shareholders shortly in relation to the
Fundraising and incorporating the Notice of General Meeting
"Company" or " genedrive" genedrive plc, a public limited company incorporated in England and Wales
under registered number 06108621
"Conditional Placing" means the conditional placing of the Conditional Placing Shares pursuant to
the Placing in accordance with Appendix II to this Announcement
"Conditional Placing Shares" means the New Ordinary Shares to be issued pursuant to the Conditional
Placing, the maximum number as specified in the executed Placing Terms
"Conditions" has the meaning given to it in Appendix II of this Announcement
"CREST" the relevant system (as defined in the Regulations) which enables title to
units of relevant securities (as defined in the Regulations) to be evidenced
and transferred without a written instrument and in respect of which Euroclear
is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended
"Directors" the current directors of the Company
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the operator (as defined in the
CREST Regulations) of CREST
"Existing Ordinary Shares" the Ordinary Shares in issue immediately prior to the Fundraising, all of
which are admitted to trading on AIM
"FCA" the Financial Conduct Authority of the United Kingdom
"FDA" the US Food and Drug Administration
"Firm Placing" means the firm placing of the Firm Placing Shares pursuant to the Placing in
accordance with Appendix II
"Firm Placing Shares" means the New Ordinary Shares to be issued pursuant to the Firm Placing, the
maximum number as specified in the executed Placing Terms
"First Admission" means admission of the Firm Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules
"Form of Proxy" the form of proxy for use by Shareholders in relation to the General Meeting,
either online or a hard copy requested from Neville Registrars
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" together, the Placing and the Retail Offer
"General Meeting" the general meeting of the Shareholders to be convened by the Notice of
General Meeting and set out in the Circular
"Group" the Company, its subsidiaries and subsidiary undertakings
"Intermediaries" means any intermediary financial institution that is appointed by the Company
in connection with the Retail Offer pursuant to an Intermediaries Agreement
and "Intermediary" shall mean any one of them
"Intermediaries Agreements" means (a) the Master Intermediary Agreements and (b) the agreement(s) (if any)
between an Intermediary, the Company and Peel Hunt relating to the Retail
Offer, setting out the terms and conditions of the Retail Offer, and (c) the
form of subscription by the relevant Intermediary under the Retail Offer
"ISIN" the International Securities Identification Number
"Issue Price" 0.2 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Minimum Proceeds" £3 million of gross proceeds required to be raised pursuant to the
Fundraising in order for the Conditional Placing and the Retail Offer to
become unconditional
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant to the Placing, the Retail
Offer and the exercise of any Warrants
"NICE" UK's National Institute for Health and Care Excellence
"NICE EVA" or "EVA" The Early Value Assessment being an evidence-based approach designed to
improve the care of people and effective use of NHS resources through quicker
access to promising health technologies that address national unmet need
"NICU" Neonatal intensive care unit
"NIHR" National Institute of Health and Care Research
"Notice of General Meeting" the notice of the General Meeting which will be set out in the Circular
"Ordinary Shares" ordinary shares of 0.015 pence each in the capital of the Company
"Peel Hunt" Peel Hunt LLP, the Company's nominated adviser, joint bookrunner and joint
broker in connection with the Placing
"Placee" eligible institutional investors procured by the Bookrunners and subscribing
for Placing Shares in the Placing
"Placing" the Firm Placing and the Conditional Placing
"Placing Agreement" the placing agreement dated 23 September 2025 made between the Company and the
Bookrunners in relation to the Placing
"Placing Shares" means the New Ordinary Shares to be issued pursuant to the Placing, the
maximum number as specified in the Placing Terms
"Placing Terms" has the meaning given to it in Appendix II to this Announcement
"Relevant Persons" has the meaning set out in Appendix II of this Announcement
"Resolutions" the resolutions to be proposed at the General Meeting as set out in the Notice
of General Meeting
"Restricted Jurisdictions" each and any of the United States, Australia, Canada, Japan and the Republic
of South Africa
"Retail Offer" means the conditional offer of the Retail Offer Shares to be made to retail
investors by the Company through intermediaries using the RetailBook platform
and on the basis of the terms and conditions to be set out in the Retail Offer
Announcement and Intermediaries Agreements
"Retail Offer Announcement" means the announcement to be released alongside this Announcement giving
details, among other things, of the Retail Offer
"Retail Offer Documents" means the announcement to be released alongside this Announcement giving
details, among other things, of the Retail Offer
"Retail Offer Shares" means the new Ordinary Shares to be made available under the Retail Offer
"Second Admission" means admission of the Conditional Placing Shares and such number of the
Retail Offer Shares as are subscribed for to trading on AIM becoming effective
in accordance with Rule 6 of the AIM Rules
"Second Admission Shares" means the Conditional Placing Shares and the Retail Offer Shares
"Shareholders" the holders of Ordinary Shares for the time being (each individually a
"Shareholder")
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"UK MAR" Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse, as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018, as amended
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"Warrant Instrument" The instrument pursuant to which the Company may grant the Warrants to issue
New Ordinary Shares on the terms as set out therein
"Warrant Share" a New Ordinary Share issued as a result of the exercise of a Warrant in
accordance with its terms and the terms of the Warrant Instrument
"Warrants" The warrants to grant New Ordinary Shares for an exercise price of 0.4p per
New Ordinary Share issued pursuant to the Warrant Instrument
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