REG - Genedrive PLC - Result of Open Offer and Additional Subscriptions

GenedriveAnnouncement

Mon 07:00

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RNS Number : 7627V  Genedrive PLC  09 March 2026

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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 TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GENEDRIVE PLC IN
ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF
REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF
16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

genedrive plc

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

 

Result of Open Offer and Additional Subscriptions

 

Manchester, UK - 9 March 2026: genedrive plc (LSE: GDR), the point of care
pharmacogenetic testing company, announces that that it has conditionally
raised total gross proceeds of approximately £0.91 million through the Open
Offer which was announced on 13 February 2026.  The Company received valid
acceptances for 90,964,264 Open Offer Shares out of the total of 149,760,580
Open Offer Shares which could have been taken up by Qualifying Shareholders.
As a result, all subscriptions by Qualifying Shareholders will be met in
full.  The level of take-up represents 60.7 per cent. and the Board
appreciates this support from the Company's existing shareholders.

 

genedrive is also pleased to announce that subsequent to the announcement of
the Fundraising on 13 February 2026 it received additional interest from a
number of investors seeking to participate in the Fundraising who, for various
reasons, were unable to subscribe for the number of New Ordinary Shares they
wished to acquire via either the Placing or the Open Offer.  The aggregate
amount of this demand is £0.35 million which the Company has accepted by way
of additional subscriptions (the "Additional Subscriptions").  The Board
considers that it would be materially beneficial to the Company and its
Shareholders to secure the additional funding under the Additional
Subscriptions and notes that by including the Additional Subscriptions the
total number of New Ordinary Shares to be issued pursuant to the Fundraise and
the Loan Conversion does not exceed the maximum number that the Company may
have issued were the Open Offer to have been fully subscribed.

The Company has agreed to an additional element to the Conditional
Subscription to include a subscription for a further 35,000,000 New Ordinary
Shares at the Issue Price of 1.0 pence per New Ordinary Share (the "Additional
Subscription Shares"), raising gross proceeds of £350,000 from the Additional
Subscription.  The terms of the Additional Subscription are materially the
same as those in the Conditional Subscription, including price, conditions and
Admission, which is expected to occur on 10 March 2026.

The Company is seeking authority to allot New Ordinary Shares pursuant to the
conditional elements of the Fundraise at the General Meeting on 9th March
2026. The inclusion of the Additional Subscription and proposed issue of the
Additional Subscription Shares as part of the Conditional Subscription would
remain within the authorities being sought at the General Meeting as the Open
Offer has not been fully subscribed.

The Company's major shareholders, Mr. David Nugent and Mr. Robert English, the
subscribers for shares under the Firm and Conditional Subscription are
supportive of the Additional Subscription and the issue of the Additional
Subscription Shares.

It is proposed that the Additional Subscription Shares be included in the
Conditional Subscription and Additional Subscription Shares be issued using
the additional authority set out in the Resolutions proposed at the General
Meeting.

As a result, taking into account the amounts raised in the Firm Subscription
and Conditional Subscription (£3.5 million in aggregate), the Additional
Subscriptions (£350,000 in aggregate), the Placing (£500,000) and the Open
Offer (£909,642), the Company has raised £5.26 million (before expenses)
with the net proceeds of the Fundraising (including the Additional
Subscriptions and the Open Offer) are estimated to amount to circa £4.9
million.   The Company has already received the proceeds of the Firm
Subscription.   The Conditional Subscription, the Additional Subscriptions,
the Placing, the Open Offer and the Loan Conversion are conditional on, inter
alia, the passing of resolutions 1 and 2 at the General Meeting (convened for
11.00 a.m. today) and Second Admission occurring no later than 8.00 a.m. on 10
March 2026 (or such later time and/or date as may be agreed between the
Company and Peel Hunt, being no later than 8.00 a.m. on 31 March 2026).

 

Related Party Transactions

 

Dr. Gino Miele and Russ Shaw, the Company's CEO and CFO, respectively, each
subscribed for 5,000,000 Open Offer Shares at 1.0 pence each under the terms
of the Open Offer.  Dr. Gino Miele and Russ Shaw are both related parties
of the Company pursuant to the AIM Rules and the participation in the Open
Offer by each of them is a related party transactions for the purposes of
AIM Rule 13. The Directors consider, having consulted with the Company's
nominated adviser, Peel Hunt, that the participation by Dr. Gino Miele and
Russ Shaw are fair and reasonable insofar as Shareholders are concerned

 

Admission and voting rights

 

In total, 515,964,264 New Ordinary Shares are expected to be issued pursuant
to the Conditional Subscription, the Additional Subscriptions, the Placing,
the Open Offer and the Loan Conversion.  60,000,000 Firm Subscription Shares
were issued on 18 February 2026.

 

It is expected that Admission of the Conditional Subscription Shares, the
Additional Subscription Shares, the Placing Shares, the 90,964,264 Open Offer
Shares and the Loan Conversion Shares will become effective at 8.00 a.m. on 10
March 2026. Following Admission, the Company will have 1,605,568,256 Ordinary
Shares of £0.00015 each in issue each with equal voting rights. No shares are
held in treasury.

 

The above figure may be used by shareholders as the denominator for the
calculations by which they will determine whether they are required to notify
their interest, or a change to their interest, in the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

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 13 February 2026.

 

Dr Gino Miele, CEO of genedrive plc, said: "We are very pleased by the
support shown in the Open Offer and thank our shareholders for their continued
support.  We are particularly grateful for the confidence and significant
investment from our major shareholders David Nugent and Robert English and
together we look forward to the execution of our strategy and the
opportunities ahead."

 

 

Enquiries:

Navigate to our Interactive Investor hub here:
https://investors.genedrive.com/link/PZ3d7y
(https://investors.genedrive.com/link/PZ3d7y)

 genedrive plc                                                     +44 (0) 161 989 0245
 Dr Gino Miele (CEO)                                               https://investors.genedrive.com/s/e0025c

                                                                 (https://investors.genedrive.com/s/e0025c)
 Russ Shaw (CFO)

 Peel Hunt LLP - Nominated Adviser, Broker and Bookrunner                                                           +44 (0) 20 7148 8900
 James Steel (Investment Banking)
 Sohail Akbar / Nicholas Wilks (ECM)

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

Subscribe to our news alert service: https://investors.genedrive.com/s/efea03
(https://investors.genedrive.com/s/efea03)

 

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

 

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

 

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

 

No public offering of securities was made or is being made in the United
Kingdom, the United States of America or any other jurisdiction.

 

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

 

Except as required under applicable law, neither Peel Hunt nor any of its
directors, officers, partners, members, employees, advisers, affiliates or
agents assume or accept any responsibility whatsoever for the contents of the
information contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Peel Hunt or any of their affiliates
in connection with the Company, the new Ordinary Shares or the Fundraising.
Peel Hunt and its affiliates 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 or any of
its affiliates 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 contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
with his or her or its own legal adviser, business adviser, financial adviser
or tax adviser for legal, financial, business or tax advice.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

 

Forward Looking Statements

 

This Announcement contains "forward-looking statements" which include all
statements (other than statements of historical facts) including, without
limitation, those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, and any statements
preceded by, followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would", "could"
or "similar" expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this Announcement. The
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules for
Companies.

 

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

 

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or

indirect) that may be associated with an investment in the Placing Shares. Any
investment decisions

to buy Placing Shares in the Placing must be made solely on the basis of
publicly available information,

which has not been independently verified by Peel Hunt.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1.    Dr. Gino Miele

                                                                   2.    Russ Shaw

 2    Reason for the notification
 a)   Position/status                                              1.    Chief Executive Officer

                                                                   2.    Chief Financial Officer

 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         genedrive plc
 b)   LEI                                                          213800ZYODIRZ87Y4K14
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.00015 each

      Identification code                                          ISIN: GB00B1VKB244
 b)   Nature of the transaction                                    Purchase of ordinary shares
 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     1. 1.0 pence      5,000,000

                                                                                     2. 1.0 pence      5,000,000

 d)   Aggregated information                                       1.    £50,000.00

                                                                   2.    £50,000.00

      - Aggregated volume
      - Price
 e)   Date of the transaction                                      6 March 2026
 f)   Place of the transaction                                     Outside of a trading venue

 

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