REG - Genedrive PLC - Proposed Share Capital Reorganisation & GM

GenedriveAnnouncement

29/08/2025 12:00

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RNS Number : 2575X  Genedrive PLC  29 August 2025

genedrive plc

("genedrive" or the "Company")

 

Proposed Share Capital Reorganisation

 

genedrive plc (AIM: GDR), the point of care pharmacogenetic testing company,
today confirms that it will shortly be posting a Circular to shareholders to
convene a general meeting for shareholders to consider and approve a share
capital reorganisation. A copy of the Circular will also be available at the
Company's website at www.genedrive.com (http://www.genedrive.com)

 

Certain extracts from the Circular are set out below.

 

1              Introduction

 

The Company provided a trading update on 11 August 2025, announcing that it
expects to report a doubling of total income of circa £1m for FY25 driven by
increased sales momentum in H2 FY25.

 

Revenues are partly 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.

As at 11 August 2025 the Company's cash balances were circa £700,000. At the
Company's current burn rate the Directors estimate that the Company has a cash
runway through to mid-October 2025.

 

The Board and its advisers continue to actively assess a broad range of
financing options for the Company in order to provide additional working
capital.

 

One of the options for raising additional capital is through the issue of new
shares in the capital of the Company. However, in view of the fact that the
Company's current share price is less than the nominal value of the Existing
Ordinary Shares, the Company will require to effect a reorganisation of its
share capital before it will be able to raise funds through the issue of new
shares.

 

2              Details of the Reorganisation

The price at which the Existing Ordinary Shares of the Company have traded on
AIM over approximately the last 12 months has generally exceeded the nominal
value of an Existing Ordinary Share of £0.015 (being 1.5 pence) but in recent
weeks has fallen below £0.015 per Existing Ordinary Share. The Closing Price
of an Existing Ordinary Share on 27 August 2025, being the Latest Practicable
Date, was 0.78 pence representing a significant discount of 48 per cent. to
the nominal value of Existing Ordinary Shares.

The Company is prohibited by section 580 of the Act, from issuing new Ordinary
Shares below nominal value. The Company is therefore prohibited from issuing
new Ordinary Shares of £0.015 each at below the current market value, as this
is at a discount to the current nominal value.

 

Given the Company's prevailing share price the Directors think that it is
highly unlikely that the Company would be able to complete an equity financing
at a price at or higher than £0.015 per share in the short term and therefore
unless the market value of an Existing Ordinary Share increases above £0.015,
any future issue of shares in the capital of the Company will be dependent on
completion of the Reorganisation.

 

The Company therefore proposes to implement the Reorganisation in order to
reduce the nominal value of the Existing Ordinary Shares. If Resolutions 1-3
set out in the Notice of General Meeting are passed, the reduced nominal value
would apply to the issue of New Ordinary Shares.  Shareholders should however
note that the reduced nominal value does not mean that any equity financing
that the Company may be able to announce will also be completed at the reduced
nominal value and the Board's fiduciary duties require it to seek the best
possible terms for any additional financing that may be announced in the
future.

 

Under the Reorganisation, each Existing Ordinary Share of £0.015 nominal
value will be subdivided and redesignated into one ordinary share of £0.00015
nominal value and 99 Deferred Shares of £0.00015 nominal value, having very
limited rights.

 

As at 27 August 2025, being the Latest Practicable Date prior to publication
of the Circular, the total issued share capital of the Company was
£9,373,431.12 divided into 624,895,408 Existing Ordinary Shares. Following
the Reorganisation, there will be 624,895,408 New Ordinary Shares of £0.00015
each and 61,864,645,392 Deferred Shares of £0.00015 each in issue, together
having an aggregate nominal value of £9,373,431.12.  Apart from having a
different nominal value, each New Ordinary Share of £0.00015 nominal value
will carry the same rights as set out in the Articles that currently apply to
the Existing Ordinary Shares.

 

On completion of the Reorganisation, all uncertificated Existing Ordinary
Shares held in Shareholders' stock accounts in CREST will be amended as soon
as possible after 8.00 a.m. on 16 September 2025 to confirm the new nominal
value of £0.00015 based on registered shareholdings as at 6.00 p.m. on 15
September 2025 (Reorganisation Record Date). No new share certificates will be
issued in respect of Existing Ordinary Shares in certificated form in
connection with the Reorganisation and no action will, or needs to, be taken
in respect of such Existing Ordinary Shares.

 

The Deferred Shares created on the Reorganisation becoming effective, will
have no voting or dividend rights and, on a return of capital on a winding up,
will have no valuable economic rights. No share certificates will be issued in
respect of the Deferred Shares, nor will they be admitted to trading on AIM or
any other investment exchange. If required a request will be made to the
London Stock Exchange to reflect on AIM the subdivision of the Existing
Ordinary Shares.

 

The Articles of Association, as proposed to be amended by Resolution 2 of the
Resolutions, will set out the rights attaching to the Deferred Shares. These
rights will grant irrevocable authority to the Company to, inter alia,
transfer the Deferred Shares to a person nominated by the Directors for no
consideration and without requiring to obtain the consent of any holder of
Deferred Shares and to purchase any or all of the Deferred Shares without any
further approval from the holders of the Deferred Shares, appoint any person
on behalf of the holders of the Deferred Share to execute a contract for the
purchase of the Deferred Shares for an aggregate consideration of one penny to
be paid to such person selected by lot and who is not required to account to
any of the other shareholders, and to cancel the Deferred Shares without
payment to the holders. The buy back of the Deferred Shares would be effected
by notice to the registered office of the Company addressed to a person
nominated by the Directors to act on behalf of the holders of the Deferred
Shares.

 

The Directors intend to take steps to buy back and cancel the Deferred Shares
at a suitable time in the future.

 

Authority to allot New Ordinary Shares and disapply pre-emption rights

Resolutions 4 and 5 proposed at the General Meeting seek authority from
Shareholders to grant authority to the Directors to allot New Ordinary Shares
(which would have the reduced nominal value of £0.00015 per share) and to
disapply statutory pre-emption in respect of such New Ordinary Shares, up to
an aggregate nominal value of £60,000.

 

The Company obtained authority from shareholders at the Annual General Meeting
to allot further shares in the capital of the Company and disapply pre-emption
right up to certain limits. The Company raised approximately £1.23 million in
April 2025 through the issue of 66,666,666 ordinary shares of £0.015 each by
way of a subscription for new Ordinary Shares by the market making arm of Peel
Hunt and a further 15,087,261 Ordinary Shares by way of a retail offer by
RetailBook under this authority. There is limited remaining authority to issue
new shares free of pre-emption rights.  If the Company does not seek
additional authority to allot shares from the Shareholders until after the
Reorganisation becomes effective, this will delay the ability of the Company
raising additional funding through the issue of New Ordinary Shares at a time
when the Company estimates that its cash runway is only through to mid-October
2025.

 

In order to provide additional flexibility to the Company while the Company
seeks to finalise discussions in relation to securing additional fundraising
and without potentially having to wait to convene and hold a further general
meeting after completion of the Reorganisation, the Company proposes to seek
the approval of Shareholders to increase the general authority to allot shares
and disapply pre-emption rights at the General Meeting and proposes to use the
additional authority to issue New Ordinary Shares for cash, on such terms as
approved by the Directors, to increase the working capital available to the
Company.

 

The Company may still need to convene a further general meeting in due course
to seek authority for any equity fundraise announced in the short term once
the structure, price and amount of any fundraise has been determined. The
Company proposes to include a retail element to any proposed fundraising in
order to enable the existing Shareholders to participate in the fundraise,
whether by way of open offer, retail offer or otherwise.

 

The Directors consider the Reorganisation and the proposal to increase the
general authority to allot shares and disapply pre-emption rights to be in the
best interests of the Company and its Shareholders as a whole. The Board
recommends that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting, as the Directors intend to do in respect of their own
beneficial shareholdings.

 

Shareholder approval is being sought in respect of the Reorganisation and the
Resolutions to grant authority to the directors to issue shares and disapply
pre-emption rights at the General Meeting which is convened for 3 p.m. on 15
September 2025 at 48 Grafton Street, Manchester M13 9XX.

 

3              Outlook

 

The Directors are excited at 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 £1m 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.

 

4              General Meeting

The Board is seeking the approval of Shareholders at the General Meeting, to
provide additional general authority to issue shares for cash while
consideration of the fundraising options and terms are finalised.

 

The General Meeting is being held inter alia for the purpose of considering
and, if thought fit, passing the Resolutions in order to effect the
Reorganisation, amend the Articles to incorporate the rights attaching to the
Deferred Shares, grant authority to the Company to buyback the Deferred Shares
at a suitable time in the future and grant authority to the Directors to allot
and issue New Ordinary Shares, with a reduced nominal value of £0.00015,
conditional on completion of the Reorganisation up to an aggregate nominal
value of £60,000.

 

Shareholders are reminded that any further fundraising involving the issue of
shares in the Company is conditional, inter alia, on the passing of
Resolutions 1, 2 and 3 to be proposed at the General Meeting. Should these
Resolutions not be passed, the Reorganisation will not proceed and the Company
will not be able to issue any shares in the Company at a price below the
nominal value of £0.015 per share. As the market value of the Existing
Ordinary Shares on the Latest Practicable Date was 0.78   pence the Company
will be unable to raise funds through the issue of shares unless the
Reorganisation is approved and additional authority is granted to the
directors to issue shares for cash.

 

A summary and explanation of the Resolutions is set out below.

 

Resolution 1: Subdivision of existing share capital

This ordinary resolution will subdivide and redesignate each Existing Ordinary
Share of £0.015 each into one ordinary share of £0.00015 each and 99
Deferred Shares of £0.00015 each.

 

Resolution 2: Amendment to Articles of Association

Conditional on passing Resolutions 1 and 3, this special resolution will amend
the Articles of Association to introduce the rights attaching to the Deferred
Shares.

 

Resolution 3: Buyback of Deferred Shares

Conditional on passing Resolutions 1 and 2, this special resolution grants
authority to the Directors to buyback and cancel the Deferred Shares in
accordance with the Articles of Association (as amended) at a suitable time in
the future.

 

Resolution 4: Authority to allot New Ordinary Shares

Conditional on the passing of resolutions 1, 2, 3 and 5, this ordinary
resolution will grant the Directors authority to allot up to 400,000,000 New
Ordinary Shares in connection with any proposed fundraising. The authority
given by this Resolution will expire 90 days after the date of the passing of
the Resolution. This authority will be in addition to the authorities given to
the Directors at the annual general meeting of the Company which took place on
30 December 2024.

 

Resolution 5: Disapplication of pre-emption rights in respect of the New
Ordinary Shares

Conditional on the passing of Resolutions 1 - 4 (inclusive), this special
resolution disapplies statutory pre-emption rights in respect of the allotment
up to 400,000,000 New Ordinary Shares to be allotted pursuant to the authority
granted by Resolution 4 in connection with any proposed fundraising. The
authority given by this Resolution will expire 90 days after the date of the
passing of the Resolution. This authority will be in addition to the
authorities given to the Directors at the annual general meeting of the
Company which took place on 30 December 2024.

The Directors expect to use the authorities granted at the General Meeting to
allot shares or grant rights to subscribe for or convert into shares, in the
capital of the Company in order to raise additional working capital.

 

 

5              Dilutive impact of any issue of shares

Any issue of New Ordinary Shares after the passing of the Resolutions in order
to raise working capital for the Company will dilute existing shareholdings of
Shareholders. Subject to securing longer-term financing the Company is likely
to seek additional authority to allot shares and disapply pre-emption rights
at a further general meeting of the Company and to enable existing
shareholders to participate in a fundraising whether by way of an open offer,
a retail offer or other appropriate means determined by the directors in
consultation with the Company's advisors.

The maximum dilution which a Shareholder will be subject to if Resolutions 4
and 5 are passed and the company issues New Ordinary Shares up to the maximum
of that authority is 39% per cent.

 

6              Recommendation

The Directors consider that the Reorganisation and seeking additional
authority to allot shares by 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.

 

 

For further details please contact:

 

 genedrive plc                                     +44 (0)161 989 0245
 Gino Miele: CEO / Russ Shaw: CFO

 Peel Hunt LLP (Nominated Adviser and Broker)      +44 (0)20 7418 8900
 James Steel

 Walbrook PR Ltd (Media & Investor Relations)      +44 (0)20 7933 8780 or genedrive@walbrookpr.com
                                                   (mailto:genedrive@walbrookpr.com)
 Anna Dunphy                                       +44 (0)7876 741 001

 

 

About genedrive plc (http://www.genedriveplc.com).

genedrive plc is a pharmacogenetic testing company developing and
commercialising a low cost, rapid, versatile and simple to use point of need
pharmacogenetic platform for the diagnosis of genetic variants. This helps
clinicians to quickly access key genetic information that will aid them make
the right choices over the right medicine or dosage to use for an effective
treatment, particularly important in time-critical emergency care healthcare
paradigms. Based in the UK, the Company is at the forefront of Point of Care
pharmacogenetic testing in emergency healthcare. Pharmacogenetics informs on
how your individual genetics impact a medicines ability to work for you.
Therefore, by using pharmacogenetics, medicine choices can be personalised,
made safer and more effective. The Company has launched its two flagship
products, the Genedrive® MT-RNR1 ID Kit and the Genedrive® CYP2C19 ID Kit,
both developed and validated in collaboration with NHS partners and deployed
on its point of care thermocycler platform. Both tests are single-use
disposable cartridges which are ambient temperature stable, circumventing the
requirement for cold chain logistics. The Directors believe the Genedrive®
MT-RNR1 ID Kit is a worlds-first and allows clinicians to make a decision on
antibiotic use in neonatal intensive care units within 26 minutes, ensuring
vital care is delivered, avoiding adverse effects potentially otherwise
encountered and with no negative impact on the patient care pathway. Its
CYP2C19 ID Kit which has no comparably positioned competitor currently allows
clinicians to make a decision on the use of Clopidogrel in stroke patients in
70 minutes, ensuring that patients who are unlikely to benefit from or suffer
adverse effects from Clopidogrel receive an alternative antiplatelet
therapeutic in a timely manner, ultimately improving outcomes. Both tests have
undergone review by the National Institute for Health and Care Clinical
Excellence ("NICE") and have been recommended for use in the UK NHS. The
Company has a clear commercial strategy focused on accelerating growth through
maximising in-market sales, geographic and portfolio expansion and strategic
M&A, and operates out of its facilities in Manchester.

 

 

DEFINITIONS

 

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

 

 "Act"                                                the Companies Act 2006, as amended

 "Annual General Meeting" or "AGM"                    the annual general meeting of the Company held on 30 December 2024

 "AIM"                                                AIM, the market of that name operated by London Stock  Exchange

 "Board" or "Directors"                               the board of directors of the Company

 "Business Day"                                       any day (excluding Saturdays and Sundays and public holidays in England and
                                                      Wales) on which banks are open in London for normal banking business and the
                                                      London Stock Exchange is open for trading

 "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 of the Company giving (amongst other things) details of the
                                                      Reorganisation and incorporating the Notice of General Meeting

 "Closing Price"                                      the closing middle market quotation of an Ordinary Share as derived from the
                                                      AIM Appendix to the Daily Official List of the London Stock Exchange;

 "Company" or "genedrive"                             genedrive plc, a public limited company incorporated in England and Wales
                                                      under registered number 06108621

 "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 Manual"                                       the compendium of documents entitled "CREST Manual" published by Euroclear
                                                      from time to time and comprising the CREST Reference Manual, the CREST Central
                                                      Counterparty Service Manual, the CREST International Manual, the CREST Rules
                                                      (including CREST Rule 8), the CREST CCSS Operating Manual and the CREST
                                                      Glossary of Terms

 "CREST Regulations" or "Regulations"                 the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended from
                                                      time to time)

 "Deferred Shares"                                    the deferred shares of £0.00015 pence in the capital of the Company to be
                                                      created as part of the Reorganisation

 "EU"                                                 the European Union

 "Euroclear"                                          Euroclear UK & International Limited, the Operator of CREST (as defined in
                                                      CREST Regulations)

 "Existing Ordinary Shares"                           the 624,895,408 Ordinary Shares of £0.015 each in the capital of the Company
                                                      in issue on 27 August 2025, (the latest practicable date prior to publication
                                                      of this announcement) all of which are admitted to trading on AIM

 "Form of Proxy"                                      the form of proxy accompanying the Circular or available on line for use by
                                                      Shareholders in relation to the General Meeting

 "General Meeting"                                    the general meeting of the Shareholders of the Company to be held at 3 p.m. on
                                                      15 September 2025 at 48 Grafton Street, Manchester M13 9XX

 "Group"                                              the Company, its subsidiaries and subsidiary undertakings

 "Latest Practicable Date"                            means 6.00 p.m. on 27 August 2025

 "London Stock Exchange"                              London Stock Exchange plc

 "New Ordinary Shares"                                ordinary shares of £0.00015 each in the capital of the Company following the
                                                      passing of Resolutions 1, 2 and 3 at the General Meeting as part of the
                                                      Reorganisation

 "Notice of General Meeting"                          the notice of General Meeting set out at the end of the Circular

 "Peel Hunt"                                          Peel Hunt LLP, the Company's nominated adviser and broker

 "Registrars" or "Neville Registrars"                 Neville Registrars Limited of Neville House, Steelpark Road, Halesowen, B62
                                                      8HD

 "Reorganisation"                                     the proposed subdivision and redesignation of each of the Existing Ordinary
                                                      Shares of £0.015 each into one New Ordinary Share of £0.00015 each and 99
                                                      Deferred Shares of £0.00015 each in accordance with Resolutions 1 and 2
                                                      contained in the Notice of General Meeting

 "Resolutions"                                        the resolutions to be proposed at the General Meeting as set out in the Notice
                                                      of General Meeting and "Resolution" shall be a reference to any of them

 "Shareholders"                                       the holders of Existing Ordinary Shares for the time being, each individually
                                                      a "Shareholder" and any holder of New Ordinary Shares following and
                                                      conditional on completion of the Reorganisation

 "UK" or "United Kingdom"                             the United Kingdom of Great Britain and Northern Ireland

 "uncertificated" or "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

 

All references in this announcement to "£", "pence" or "p" are to the lawful
currency of the United Kingdom.

 

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