REG - Genedrive PLC - RetailBook Offer

GenedriveAnnouncement

27/03/2025 15:45

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RNS Number : 5646C  Genedrive PLC  27 March 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAILBOOK OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
GENEDRIVE PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF GENEDRIVE PLC.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GENEDRIVE PLC.

 

genedrive plc

 

("genedrive" or the "Company")

 

RetailBook Offer

 

·    genedrive announces a conditional retail offer of new Ordinary Shares
via RetailBook (https://www.retailbook.com/) ;

·    The Issue Price for the new Ordinary Shares is 1.5 pence per new
Ordinary Share, representing a discount of 17.8 per cent to the closing
mid-price of the Company's existing Ordinary Shares on 26 March 2025;

·    Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms, (subject to such
partners' participation), which includes AJ Bell, Hargreaves Lansdown and
interactive investor;

·    Applications for new Ordinary Shares through these partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");

·    The RetailBook Offer is open to existing shareholders only;

·    There is a minimum subscription of £50 per investor in the
RetailBook Offer;

·    No commission will be charged by RetailBook on applications to the
RetailBook Offer.

 

The RetailBook Offer

genedrive plc (AIM: GDR), the point-of-care pharmacogenetic testing company is
pleased to announce a conditional retail offer of new ordinary shares in the
capital of the Company ("Ordinary Shares") via RetailBook (the "RetailBook
Offer") at an issue price of 1.5 pence per new Ordinary Share (the "Issue
Price"), being a discount of 17.8 per cent to the closing mid-price of the
Company's existing Ordinary Shares on 26 March 2025. The Company has
separately announced it is raising gross proceeds of £1.0 million by means of
a subscription (the "Subscription", together with the RetailBook Offer, the
"Fundraise") for 66,666,666 Ordinary Shares by the market making arm of Peel
Hunt LLP (the "Subscription Shares") at the Issue Price. For the avoidance of
doubt, the RetailBook Offer is not part of the Subscription.

 

The RetailBook Offer is conditional on the new Ordinary Shares to be issued
pursuant to the RetailBook Offer and the Subscription Shares being admitted to
trading on AIM ("Admission"). Admission is expected to take place at 8:00 a.m.
on 3 April 2025.

 

The RetailBook Offer will not be completed without the Subscription also being
completed.

 

The net proceeds from the Fundraise will provide genedrive with additional
working capital as it actively pursues a broad range of growing commercial
opportunities in the UK and internationally at the present time, including
both commercial sales and potential non-dilutive grant income.  CE-IVD
certification for genedrive's CYP2C19 test, which is on track for April 2025,
will also enable in-country registration and subsequently sales of the test to
commence outside of the UK and genedrive is particularly encouraged by
opportunities presented in the Middle East region, where it has focused
significant efforts and expenditure to understand market access and
reimbursement routes as well as identification of primary target hospitals,
opinion leaders and healthcare organisations and will update further in due
course as opportunities are converted as appropriate.

 

Reasons for the RetailBook Offer

The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders, to provide
retail investors in the United Kingdom, the opportunity to participate in the
RetailBook Offer.

 

The RetailBook Offer is open to existing shareholders resident and physically
located in the United Kingdom following release of this announcement. The
RetailBook Offer is expected to close at 5 p.m. on 31 March 2025 and may close
earlier at the discretion of the Company or if it is oversubscribed.

 

Eligible investors can participate through RetailBook's partner network of
investment platforms, retail brokers and wealth managers, subject to such
partners' participation. Participating partners include:

 

·    AJ Bell;

·    Hargreaves Lansdown; and

·    interactive investor

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

The new Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

Brokers wishing to offer their customers access to the RetailBook Offer and
future RetailBook transactions, should contact partners@retailbook.com.
Retail investors that wish to receive alerts for future RetailBook
transactions should sign up here: https://www.retailbook.com/sign-up-new.

 

Eligibility for the RetailBook Offer

The RetailBook Offer is available to existing shareholders of the Company
only. To be eligible to participate in the RetailBook Offer, applicants must
be a customer of a participating partner and, as at the date hereof, must be a
shareholder in the Company.

 

Eligible investors wishing to subscribe for new Ordinary Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the RetailBook Offer.

 

Some partners may only accept applications from existing customers.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges. Note, no
commission will be charged to investors by RetailBook in connection with the
RetailBook Offer.

 

The Company reserves the right to scale back any order under the RetailBook
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the RetailBook Offer without giving any
reason for such rejection.

 

Investors should also note that the RetailBook Offer will remain open
alongside a live share price and the market price of the shares may be less
than the Issue Price.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the new Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Enquiries

 

 genedrive plc                                     +44 (0) 161 989 0245

 Gino Miele: CEO / Russ Shaw: CFO
 RetailBook Limited                                c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                                 (mailto:capitalmarkets@retailbook.com) @retailbook.com
 Nick Smith / Michael Ward                         (mailto:capitalmarkets@retailbook.com)

 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

 

Further information on the Company can be found on its website at
https://www.genedriveplc.com/

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

It is a term of the RetailBook Offer that the aggregate value of the new
Ordinary Shares available for subscription at the Issue Price does not exceed
£250,000 (the "Maximum Subscription Amount"). The Maximum Subscription Amount
may be increased at the sole and absolute discretion of the Company, subject
to applicable law and regulation. Any such increase will be notified by way of
an announcement through a Regulatory Information Service.

 

The RetailBook Offer is offered in the United Kingdom under the exemption from
the requirement to publish a prospectus in section 86(1)(e) and 86(4) of FSMA.
As such, there is no need for publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The RetailBook Offer
is not being made into any jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the RetailBook Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The new Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the new Ordinary Shares is being made in the United States. The
new Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been, and will
not be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Ordinary Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited ("RetailBook") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FRN 994238).

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

 

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 Ordinary Shares to be
issued RetailBook Offer have been subject to a product approval process, which
has determined that the Ordinary Shares to be issued RetailBook Offer are
compatible with an end target market of retail investors (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Ordinary Shares may decline and investors
could lose all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in the Ordinary
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 RetailBook Offer.

 

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 Ordinary Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Retail Book expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

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 or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The new Ordinary Shares to be issued or sold pursuant to the RetailBook Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.

 

It is further noted that the RetailBook Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

 

 

 

 

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