REG - Genedrive PLC - Result of Open Offer and REX Offer

GenedriveAnnouncement

30/05/2024 07:00

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RNS Number : 3619Q  Genedrive PLC  30 May 2024

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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.

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 REX Offer

 

Manchester, UK - 30 May 2024: genedrive plc (LSE: GDR), the point of care
pharmacogenetic testing company, is pleased to announce that it has
conditionally raised total gross proceeds of approximately £2.03 million
through the Open Offer and a further circa £1.89 million through the REX
Offer both of which were announced on 9 May 2024.

 

As a result, taking into account the amounts raised in the Firm Placing (circa
£168,000) and the Conditional Placing (circa £1.9 million), which were also
announced on 9 May 2024, the Company has conditionally raised £6.0 million
which was the required minimum amount needed to be raised in order for the
Fundraising (other than the Firm Placing which has already completed) to
become unconditional. The Conditional Placing, the Open Offer and the REX
Offer are still conditional on, inter alia, the passing of resolutions 1 and 2
at the General Meeting (convened for tomorrow at 11.00 a.m.) and Second
Admission occurring no later than 8.00 a.m. on 3 June 2024 (or such later time
and/or date as may be agreed between the Company and Peel Hunt, being no later
than 8.00 a.m. on 17 June 2024).

 

Result of the Open Offer

 

The Company received valid acceptances for 135,177,430 Open Offer Shares which
is slightly less than the 143,141,481 Open Offer Shares that were offered to
Qualifying Shareholders. As a result, all subscriptions by Qualifying
Shareholders will be met in full.  The level of take-up represents 94.4 per
cent. and the Board appreciates this strong support from the Company's
existing shareholders.

 

Result of the REX Offer

 

The REX Offer will result in the issue of a total of 126,022,576 REX Offer
Shares.

 

In total, 388,826,006 New Ordinary Shares will be issued pursuant to the
Conditional Placing, the Open Offer and the REX Offer.  The net proceeds of
the Fundraising are estimated to be approximately £5.47 million.

 

Application has been made to the London Stock Exchange for the admission of
388,826,006 New Ordinary Shares to trading on AIM ("Second Admission"). This
comprises (i) 127,626,000 Conditional Placing Shares; (ii) 135,177,430 Open
Offer Shares; and (iii) 126,022,576 REX Offer Shares. These New Ordinary
Shares will rank pari passu with the existing Ordinary Shares.

 

Directors' participation in the REX Offer or Open Offer

The following Directors have participated in the REX Offer or the Open Offer
at the Issue Price of 1.5p per share.

 

 Name of Director  Position                            Number of New Ordinary Shares
 Russ Shaw         Chief Financial Officer                              1,700,000
 Dr. Gino Miele    Chief Scientific Officer  1,000,000
 Dr. Ian Gilham    Non-Executive Chairman    666,666
 Chris Yates       Non-Executive Director    200,000

 

As the above Directors are related parties of the Company pursuant to the AIM
Rules, the participation in the Fundraising by each of them is a related party
transaction for the purposes of AIM Rule 13.  In the absence of any
independent Directors (as they have all participated in the Fundraising (James
Cheek and Tom Lindsay subscribed for Firm Placing Shares as set out in the
announcement by the Company dated 10 May 2024) the Company's nominated
adviser, Peel Hunt, confirms that the participation in the Fundraising by Russ
Shaw, Dr. Gino Miele, Dr. Ian Gilham and Chris Yates is fair and reasonable
insofar as Shareholders are concerned.

 

Admission of the New Ordinary Shares and total voting rights

It is expected that Admission of the Conditional Placing Shares, the Open
Offer Shares and the REX Offer Shares will become effective at 8.00 a.m. on 3
June 2024. Following Admission, the Company will have 543,141,481 Ordinary
Shares of 1.5p 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.

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the applicable announcement of the
Fundraising made by the Company on 9 May 2024.

 

Commenting on the Open Offer and REX Offer take up, James Cheek, CEO of
genedrive plc, said:  "We are delighted with the response from our retail
shareholders and other investors to this financing which will enable the
Company to further drive market penetration and sales of its MT-RNR1 test and
its CYP2C19 test whilst also progressing our U.S. regulatory plans for our
MT-RNR1 test.  Nearer term we await NICE's final decision on the
recommendation for our CYP2C19 test which is due on 10 July 2024 and we are
very encouraged by the ongoing performance of this test in the DEVOTE
programme as announced by the Company on 21 May."

 

For further information, please contact:

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

 Peel Hunt LLP (Nominated Adviser and Broker)      +44 (0)20 7418 8900
 James Steel / Patrick Birkholm
 Sohail Akbar (ECM)

 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

 

The Company's LEI is 213800ZYODIRZ87Y4K14

 

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 (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 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 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 each of its 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 ofits directors, officers,
partners, employees, advisers, affiliates or agents as to the accuracy,
completeness or sufficiency of the information contained in this Announcement.

No action has been taken by the Company, Peel Hunt or any of their respective
affiliates that would, or which is intended to, permit an offering of the new
Ordinary Shares in any jurisdiction or result in the possession or
distribution of this Announcement or any other offering or publicity material
relating to new Ordinary Shares in any jurisdiction where action for that
purpose is required.

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.

 

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 New Ordinary Shares. Any investment decisions in respect of
the Placing, Open Offer or REX Offer 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.   Russ Shaw

                                  2.   Dr. Gino Miele

                                  3.   Dr. Ian Gilham

                                  4.   Chris Yates
 2  Reason for the notification
 a)   Position/status                                              1.   Chief Financial Officer

                                  2.   Chief Scientific Officer

                                  3.   Non-Executive Chairman

                                  4.   Non-Executive Director
 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 1.5p 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. 1.5 pence      1,700,000

                                           2. 1.5 pence      1,000,000

                                           3. 1.5 pence      666,666

                                           4. 1.5 pence      200,000

 d)   Aggregated information                                       1.   £25,500.00

                                                                   2.   £15,000.00

                                  3.   £9,999.99

                                  4.   £3,000.00
    - Aggregated volume
    - Price
 e)   Date of the transaction                                      29 May 2024
 f)   Place of the transaction                                     Outside of a trading venue

 

 

 

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