REG - GENinCode PLC - Grant of Share Options & PDMR Dealings

GenincodeAnnouncement

07/05/2026 07:00

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RNS Number : 3194D  GENinCode PLC  07 May 2026

 

 

7 May 2026

 

 

GENinCode Plc

("GENinCode" or the "Company")

 

Grant of Share Options, Surrender of Existing Options & PDMR Dealings

 

 

GENinCode Plc (AIM: GENI), the polygenics company focused on the prevention of
cardiovascular disease and ovarian cancer, announces that the Company has
approved the grant of options over an aggregate of 83,847,292 new ordinary
shares of 1 pence each in the Company ('Ordinary Shares') under the 2021 Share
Option Plan ('2021 Share Option Plan') to certain directors and employees of
the Company (the "New Options"), representing 11.13 per cent. of the
Company's existing issued share capital.

 

Background to the New Options grants

 

The Company adopted the 2021 Share Option Plan to enable it to retain and
incentivise staff and to reward them for the achievement of its longer-term
objectives. The New Options replace 29,856,434 current options ("Existing
Options") held by existing option holders, which will be surrendered, and are
new grants to those employees who have more recently joined the Group.

 

Terms of the New Options

 

The New Options have an exercise price of 1 pence per share and are
exercisable on the second anniversary of the date of grant. The New Options
will vest over a 24 month period and have a 10-year term.

 

Surrender of Existing Options

 

In March 2025, the Company granted options to acquire shares in the capital of
the Company to certain employees and directors of the Company pursuant to the
2021 Share Option Plan. These options were granted with an exercise price of
3.7 pence per share.

 

For directors and employees the existing options will be surrendered for no
consideration (the "Option Surrender"), details for which are outlined below.
The board believe it is appropriate to issue new share options in replacement
of the existing ones to reflect the Company's current share price and to
properly incentivise its employees, including its management.

 

Details of resultant holdings

 

Following the New Options grant and the Option Surrender, details of options
held by Directors, PDMRs and other employees of the Company, are as follows:

 

 Director's name  Position                  Number of options surrendered  Number of New Options granted at 1 pence  Aggregate number of options post grant  Current total beneficial holding of Ordinary Shares           Current holding as a % of Issued share capital
 Matthew Walls     CEO                      5,254,832                           30,428,453                           30,428,453                                   14,235,473                                               1.89%
 Paul Foulger      CFO                       4,790,062                          13,523,757                           13,523,757                                   2,773,587                                                0.37%
 Jordi Puig        COO                          3,161,274                  21,976,105                                21,976,105                                15,237,636                                                  2.02%
 William Rhodes   Non-Executive Chair       1,197,516                      1,267,852                                 1,267,852                                                           -                                 0.00%
 Huon Gray        Non-Executive Director    837,423                        1,267,852                                 1,267,852                                       1,905,405                                             0.25%
 Felix Frueh      Non-Executive Director    837,423                        845,235                                   845,235                                             600,000                                           0.08%
 Sergio Olivero   Non-Executive Director    172,188                        2,535,704                                 2,535,704                               24,917,243                                                    3.31%
 Other Employees                            13,605,716                     12,002,334                                14,078,585                              N/A                                                           N/A
 Total:                                     29,856,434                     83,847,292                                85,923,543                              58,395,757                                                    7.75%

 

Directors and employees of the Group surrendered Options over an aggregate of
29,856,434 Ordinary Shares. The grant of 71,844,958 New Options exercisable
at 1 pence to Matthew Walls, Paul Foulger, Jordi Puig, William Rhodes, Huon
Gray, Sergio Olivero, and Felix Frueh are intended to replace their
surrendered Options.

 

Following the grant of the New Options and the Options Surrender, there are
Options over a total of 85,923,543 Ordinary Shares in the Company as at the
date of this announcement, representing approximately 11.41% of the Company's
existing issued share capital.

 

For more information visit www.genincode.com
(https://investors.genincode.com/investors/index.asp)

Enquiries:

 

 GENinCode Plc                                          www.genincode.com (https://investors.genincode.com/investors/index.asp)   or
                                                        via Walbrook PR
 Matthew Walls, CEO

 Cavendish Capital Markets Limited                      Tel: +44 (0) 20 7220 0500
 Giles Balleny / Trisyia Jamaludin (Corporate Finance)

 Nigel Birks (Specialist Sales)

 Harriet Ward (Corporate Broking)

 Walbrook PR Limited                                    Tel: 020 7933 8780 or
 Anna Dunphy                                            genincode@walbrookpr.com (mailto:genincode@walbrookpr.com)

 

About GENinCode:

GENinCode Plc is a UK based company specialising in genetic risk assessment of
cardiovascular disease. Cardiovascular disease is the leading cause of death
and disability worldwide.

 

GENinCode operates business units in the UK, Europe through GENinCode S.L.U,
and in the United States through GENinCode U.S. Inc.

 

GENinCode predictive technology provides patients and physicians with globally
leading preventative care and treatment strategies. GENinCode CE marked
invitro-diagnostic molecular tests combine clinical algorithms and
bioinformatics to provide advanced patient risk assessment to predict
cardiovascular disease.

 

 

The notification set out below is provided in accordance with the requirements
of MAR.

 

 Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
 1          Details of the person discharging managerial responsibilities/person closely associated
 a.         Name                                                                    1.     Matthew Walls

                                                                                    2.     Paul Foulger

                                                                                    3.     Jordi Puig

                                                                                    4.     William Rhodes

                                                                                    5.     Huon Gray

                                                                                    6.     Felix Frueh

                                                                                    7.     Sergio Olivero

 2          Reason for notification
 a.         Position/Status                                                         1.     Chief Executive Officer

                                                                                    2.     Chief Financial Officer

                                                                                    3.     Chief Operating Officer

                                                                                    4.     Non-Executive Chair

                                                                                    5.     Non-Executive Director

                                                                                    6.     Non-Executive Director

                                                                                    7.     Non-Executive Director
 b.         Initial notification/                                                   Initial Notification

            Amendment
 3          Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 a.         Name                                                                    GENinCode Plc
 b.         LEI                                                                     213800UX6TE7K65O2892
 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             Options over Ordinary Shares of 1p each

Identification Code

                                                                                    N/A
 b.         Nature of the transaction                                               Grant of options under the 2021 Share Option Plan with time vesting conditions
                                                                                    attached
 c.         Price(s) and volume(s)                                                                                                  Exercise Price(s)                                                             Volume(s)
                                                            1.                      1 pence                                                      30,428,453

            2.                                                                      1 pence                                                          13,523,757
                                                            3.                      1 pence                                                           21,976,105
                                                            4.                      1 pence                                                             1,267,852
                                                            5.                      1 pence                                                             1,267,852
                                                            6.                      1 pence                                                                845,235
                                                            7.                      1 pence                                                             2,535,704

 d.         Aggregated information

            - Aggregated Volume                                                     See above

            - Price
 e.         Date of the transaction                                                 6 May 2026
 f.         Place of the transaction                                                Outside a trading venue

 

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