REG - Genedrive PLC - Publication of Circular and Notice of GM

GenedriveAnnouncement

29/09/2025 15:00

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RNS Number : 2582B  Genedrive PLC  29 September 2025

29 September 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO
DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION.

 

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO
ANY PERSON SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GENEDRIVE PLC IN ANY
JURISDICTION.

 

genedrive plc

("genedrive", the "Group" or the "Company")

 

Publication of Circular and Notice of General Meeting

 

Manchester, UK - 29 September 2025: genedrive plc (LSE: GDR), the point of
care pharmacogenetic testing company, announces that further to the
announcement on 24 September 2025 confirming the completion of the Placing, a
Circular will shortly be published on the Company's website,
www.genedriveplc.com (http://www.genedriveplc.com) , and will be posted to
Shareholders later today. The Circular contains the notice convening the
General Meeting to be held at 9.00 a.m. on 15 October 2025.

 

Capitalised terms in this announcement shall, unless the context demands
otherwise, bear the meanings given to such terms in the announcement of the
Fundraising made via RIS on 23 September 2025.

 

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 to the Placing

 Nick Athanas / Vivek Bhardwaj (Corporate Finance)

 Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking)

 Walbrook PR - Financial PR & IR Adviser      +44 (0) 20 7933 8780
 Anna Dunphy / Paul McManus                                                           or genedrive@walbrookpr.com

 

 
 

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

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

 

IMPORTANT NOTICES AND DISCLAIMER

 

This announcement including its appendices (together, this "Announcement") and
the information contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or indirectly, in or
into the United States of America, Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction in which publication, release or
distribution would be unlawful. This Announcement is for information purposes
only and does not constitute an offer to sell or issue, or the solicitation of
an offer to buy, acquire or subscribe for shares in the capital of the Company
in the United States of America, Australia, Canada, Japan or the Republic of
South Africa or any other state or jurisdiction where to do so would be
unlawful. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions. This Announcement has
not been approved by London Stock Exchange or by any other securities
exchange.

 

The new Ordinary Shares, have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States of America and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States of America absent registration under
the Securities Act, except pursuant to an exemption from the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States of
America. The Placing Shares are being offered and sold by the Company outside
of the United States of America in offshore transactions as defined in, and
pursuant to, Regulation S under the Securities Act.

 

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

 

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

 

The new Ordinary Shares have not been approved, disapproved or recommended by
the U.S. Securities and Exchange Commission, any state securities commission
in the United States of America or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the offering of new Ordinary Shares. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in the United States
of America, Australia, Canada, Japan or the Republic of South Africa or to, or
for the account or benefit of, any national, resident or citizen of the United
States of America, Australia, Canada, Japan or the Republic of South Africa.

 

No public offering of securities is being made in the United Kingdom, the
United States of America or any other jurisdiction. Offers of the new Ordinary
Shares will either be made pursuant to an exemption under the EU Prospectus
Regulation and the UK Prospectus Regulation (as such terms are defined above)
from the requirement to produce a prospectus or otherwise in circumstances not
resulting in an offer of transferable securities to the public under section
102B of FSMA.

 

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.   None of
the information in the Announcement has been independently verified or
approved by Peel Hunt, Allenby Capital or any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents.

 

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.

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