REG - GENinCode PLC - Placing and Subscription
14/02/2025 07:15
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RNS Number : 1023X GENinCode PLC 14 February 2025
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JURISDICTION"). PLEASE SEE THE IMPORTANT NOTICE IN APPENDIX II TO THIS
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RESPECT OF GENINCODE PLC.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX II WHICH CONTAINS THE
TERMS AND CONDITIONS OF THE PLACING.
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14 February 2025
GENINCODE PLC
("GENinCode" or the "Company")
Placing and Subscription to raise a minimum of £4.0 million
Retail Offer to raise up to £0.5 million
at a price of 3.7 pence per share
and
Notice of General Meeting
GENinCode plc (AIM: GENI.L), a genetics company focussed on the prevention of
cardiovascular disease ("CVD") and the early detection of ovarian
cancer, today announces its intention to raise a minimum of £4.0 million
through a placing and subscription. The raise will include the issue of a
minimum of 88,040,541 new ordinary shares of 1 pence each in the capital of
the Company ("Ordinary Shares") ("Placing Shares") at the issue price of 3.7
pence per share ("Issue Price") to new and existing institutional investors
("Placees") to raise gross proceeds of a minimum of £3.26 million (the
"Placing").
The Placing will be conducted by way of an accelerated bookbuild ("ABB") which
will be launched immediately following this announcement in accordance with
the terms and conditions set out in Appendix II to this Announcement.
The Placing is being undertaken by Cavendish Capital Markets Limited
("Cavendish") and Oberon Capital, a trading name of Oberon Investments
Limited, ("Oberon") as Joint Bookrunners to the Placing.
The Company proposes to raise a further £0.74 million (before expenses) by
way of a proposed subscription, comprising the issue of 20,067,567 new
Ordinary Shares ("Subscription Shares") at the Issue Price (the
"Subscription") to entities associated with Nestor Oller and certain
Directors.
In addition, the Company intends to carry out a separate retail offer of up to
13,513,514 new Ordinary Shares ("Retail Shares" and together with the Placing
Shares and the Subscription Shares, the "New Ordinary Shares") at the Issue
Price to raise further gross proceeds of up to £0.5 million via RetailBook
(the "Retail Offer" and together with the Placing and the Subscription, the
"Fundraising") to provide existing and new retail shareholders in the United
Kingdom with an opportunity to participate in the Retail Offer. A separate
announcement will be made shortly regarding the Retail Offer and its terms.
The Placing and Subscription are not conditional upon the Retail Offer. For
the avoidance of doubt the Retail Offer forms no part of the Placing or
Subscription.
Transaction Highlights:
· GENinCode is conducting a conditional Placing and Subscription to
raise a minimum of £4.0 million (before expenses) through the proposed issue
of a minimum 108,108,108 New Ordinary Shares.
· The Placing is expected to raise a minimum of £3.26 million
through the issue of a minimum of 88,040,541 Placing Shares.
· Certain entities associated with Nestor Oller and certain
Directors of the Company intend to participate in the Subscription and will
conditionally subscribe for 20,067,567 Subscription Shares raising £0.74
million in aggregate.
· The Issue Price of 3.7 pence represents a discount of 5.1 per
cent. to the closing middle market price of 3.9 pence per Ordinary Shares on
13 February 2025, being the last business day prior to the announcement of the
Fundraising.
· The gross proceeds of the Fundraising, which are expected to
amount to at least £4.0 million (and up to a further £0.5 million assuming
full take up of the Retail Offer), will be sufficient for at least 12 months
and will be used to fund the completion of the Company's US regulatory and
reimbursement program whilst driving commercialisation in the US, expanding
its activities in the UK and Europe whilst positioning the Company on a
pathway to breakeven/profitability over the medium term.
· Completion of the Fundraising is conditional, inter alia, upon
approval of the shareholder resolutions (at the general meeting of the
Shareholders to be held on 3 March 2025 (the "General Meeting").
· The final number and allocation of the Placing Shares will be
determined by Cavendish and Oberon, in agreement with the Company and the
result of the Placing will be announced as soon as practicable after the
release of this announcement and completion of the ABB.
A circular, containing further details of the Fundraising and the notice of
the General Meeting to be held at 11.00 a.m. on 3 March 2025 to, inter alia,
approve the resolutions required to implement the Fundraising, is expected to
be published and despatched to Shareholders on or around 14 February 2025 (the
"Circular"). Set out below in Appendix I is an adapted extract from the draft
Circular that is proposed to be sent to Shareholders after the closure of the
ABB. Following its publication, the Circular will be available on the Group's
website at https://investors.genincode.com/.
For further information contact:
Enquiries:
GENinCode Plc or via Walbrook PR
Matthew Walls, CEO
Paul Foulger, CFO
Cavendish Capital Markets Limited (Nomad, Broker and Joint Bookrunner) Tel: +44 (0)20 7397 8900
Giles Balleny / Dan Hodkinson (Corporate Finance)
Nigel Birks (Life Sciences Specialist Sales)
Ondraya Swanson (Corporate Broking)
Dale Bellis / Michael Johnson (Sales)
Oberon Capital (Joint Bookrunner) Tel: +44 (0) 203 179 5300
Mike Seabrook / Aimee McCusker (Corporate Broking) corporatesales@oberoninvestments.com
(mailto:corporatesales@oberoninvestments.com)
Nick Lovering / Jessica Cave (Corporate Finance)
Walbrook PR Limited Tel: 020 7933 8780 or
Anna Dunphy / Louis Ashe-Jepson / Phillip Marriage genincode@walbrookpr.com (mailto:genincode@walbrookpr.com)
Notes:
References to times in this Announcement are to London time unless otherwise
stated.
The times and dates mentioned throughout this Announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised dates and
the details of the new times and dates will be notified to London Stock
Exchange plc (the "London Stock Exchange") and, where appropriate,
Shareholders. Shareholders may not receive any further written communication.
Further information on the Fundraising and Admission is included in Appendix I
below. Attention is also drawn to the section headed 'Important Information'
of this Announcement and the terms and conditions of the Placing (representing
important information for Placees only) in Appendix II to this Announcement.
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole responsibility, of the
Company.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
as nominated adviser, lead broker and bookrunner to the Company in connection
with the Placing. The responsibilities of Cavendish as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not owed to the
Company or to any director or shareholder of the Company or any other person.
Cavendish will not be responsible to any person other than the Company for
providing the protections afforded to clients of Cavendish or for providing
advice to any other person in connection with the Placing or any acquisition
of shares in the Company. Cavendish is not making any representation or
warranty, express or implied, as to the contents of this Announcement.
Cavendish has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Cavendish for the
accuracy of any information or opinions contained in this Announcement or for
the omission of any material information.
Oberon Capital, a trading name of Oberon Investments Limited, incorporated and
registered in England and Wales with registration number 02198303 whose
registered office is at 1st Floor 12 Hornsby Square, Southfields Business
Park, Basildon, Essex, SS15 6SD, United Kingdom is authorized and regulated by
the FCA in the United Kingdom and is acting exclusively as bookrunner to the
Company and no one else in connection with the Placing, and Oberon will not be
responsible to anyone (including any purchasers of the Placing Shares) other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the New Ordinary
Shares have not been, and will not be, registered under the United States
Securities Act of 1933 as amended or qualified for sale under the laws of any
state of the United States or under the applicable laws of any of Canada,
Australia, Japan, or the Republic of South Africa, and may not be offered or
sold in the United States or to, or for the account or benefit of, US persons
(as such term is defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, Japan, or the Republic of
South Africa.
The distribution or transmission of this Announcement and the offering of the
New Ordinary Shares in certain jurisdictions other than the UK may be
restricted or prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In particular,
this Announcement may not be distributed, directly or indirectly, in or into a
Restricted Jurisdiction. Overseas Shareholders and any person (including,
without limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this Announcement to a jurisdiction outside the UK
should seek appropriate advice before taking any action.
This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or 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 Company's present and future
business strategies and the environment in which the Company 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 financial 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 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 New Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.
Appendix II to this Announcement (which forms part of this Announcement) sets
out the terms and conditions of the Placing. By participating in the Placing,
each person who is invited to and who chooses to participate in the Placing by
making or accepting an oral and legally binding offer to acquire Placing
Shares will be deemed to have read and understood this Announcement in its
entirety (including the Appendix II) and to be making such offer on the terms
and subject to the conditions set out in this Announcement and to be providing
the representations, warranties, undertakings and acknowledgements contained
in Appendix II.
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 price and value of securities can go down as well as up. Past performance
is not a guide to future performance.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the Product Governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") 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) 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 (a)
retail investors, (b) investors who meet the criteria of professional clients
and (c) eligible counterparties, each as defined in the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels as are permitted by UK Product Governance Requirements
(the "UK Target Market Assessment"). Notwithstanding the UK 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 UK 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 UK Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK 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.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained
within (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II and (c) local implementing measures
(together the "EU Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the EU Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by EU Product
Governance Requirements (the "EU Target Market Assessment"). Notwithstanding
the EU 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 EU 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 EU Target Market
Assessment, Cavendish will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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.
APPENDIX I - EXTRACT FROM THE CIRCULAR
Introduction
On 14 February 2025, the Company announced that it had conditionally raised
£4.0 million including approximately £3.26 million (before expenses) through
the Placing by the proposed issue of 88,040,541 Placing Shares at the Issue
Price and a further £0.74 million (before expenses) by way of a proposed
Subscription, comprising the issue of 20,067,567 Subscription Shares at the
Issue Price.
Furthermore, the Board recognises and is grateful for the continued support
received from Retail Shareholders and is pleased to offer retail Shareholders
the opportunity to participate in the Fundraising through the Retail Offer.
The Retail Offer is being conducted via the RetailBook Platform and will raise
a maximum of £0.5 million (assuming full take up of the Retail Offer) through
the issue of up to 13,513,514 new Ordinary Shares at the Issue Price. The
Retail Offer is expected to close at 5.00 pm on 17 February and further
details of how eligible investors may participate in the Retail Offer are set
out below and separately in a Company's announcement detailing the Retail
Offer.
The Fundraising consists of the Placing, the Subscription and the Retail Offer
and will raise up to £4.5 million in aggregate, assuming full take up of the
Retail Offer. The Fundraising is conditional on, inter alia, the Resolutions
being passed by the Shareholders at the General Meeting and Admission becoming
effective.
Subject to Shareholder approval of the Resolutions at the General Meeting,
application will be made for the New Ordinary Shares to be admitted to trading
on AIM. It is expected that Admission will become effective at 8.00 a.m. on 4
March 2025 (or such later date as the Company and the Joint Brokers may agree,
but not later than 31 March 2025).
Subject to the Resolutions being passed by Shareholders at the General
Meeting, each of the New Ordinary Shares will, on Admission rank pari passu in
all respects with the Existing Ordinary Shares and will rank in full for all
dividends and other distributions declared, made or paid on the New Ordinary
Shares after Admission.
The Issue Price represents a discount of approximately 5.1 per cent. to the
Closing Price of 3.9 pence per Existing Ordinary Share on 13 February 2025,
being the latest practicable date prior to the announcement of the
Fundraising.
The announcement provides information about the background to and the reasons
for the Fundraising, to explain why the Board considers the Fundraising to be
in the best interests of the Company and its Shareholders as a whole and why
the Directors recommend that shareholders vote in favour of the Resolutions as
they intend to do in respect of their respective shareholdings.
Importance of vote
If the Resolutions are not approved by Shareholders at the General Meeting,
the Fundraising would not proceed as currently envisaged and, as such, the
anticipated net proceeds of the Fundraising would not become available to the
Company. There is no certainty that other funding would be available on
suitable terms or at all. Accordingly, in light of the Group's low cash
position, it would be likely that the Company would have insufficient capital
to be able to continue trading.
Background to and reasons for the Fundraising
Background to GENinCode plc
GENinCode is a genetics company focussed on the prevention of cardiovascular
disease ("CVD") and the early detection of ovarian cancer. Significant
investment has been made in technology and product development to advance the
Company's mission of improving patient outcomes through predictive and
preventive care. The Company is transitioning towards break-even over the
medium term, supported by its revenue scale-up and expansion strategy across
Europe, the UK, and the United States.
CVD is the leading cause of death worldwide, responsible for over 17.9 million
deaths annually, which equates to approximately 31% of all global deaths
(World Health Organisation). With the global annual cost of CVD projected to
surpass $1.04 trillion by 2030, the directors believe there is an unmet need
to accelerate the adoption of genetic testing as an adjunct to the current
standard of care. The directors believe GENinCode's proprietary solutions
address this unmet need by integrating genetic and clinical data to improve
risk prediction, risk assessment, and personalised treatment pathways for CVD
and related conditions.
Clinical Evidence Base and Intellectual Property
GENinCode's portfolio of IP-protected tests is backed by over 15 years of
clinical research and includes published studies on more than 150,000
patients, providing strong support for clinical adoption and regulatory
approval. The Company's tests are focused on predictive and preventive care,
designed to improve patient outcomes while reducing the overall costs of
treating CVD for healthcare systems.
Regulatory Status and Reimbursement
GENinCode's core products, CARDIO inCode and LIPID inCode, are CE-marked and
US CLIA and CAP approved, with a regulatory pathway that includes an FDA 'De
Novo' submission for CARDIO inCode-Score. The Company's submission has
completed FDA substantive review (July 2024) and following further discussions
with the FDA is expected to progress to approval in early Q2 2025. FDA
approval of CARDIO inCode would enable the test to be provided as a medical
device (kit) format which the directors expect would substantially expand the
market for the test.
In January 2025, the Company announced that its CARDIO inCode test had been
included in the U.S. Centres for Medicare and Medicaid Services (CMS) 2025
Clinical Lab Fee Schedule with a median price of approximately $500 per test.
This development is an important step in facilitating reimbursement from
Medicare and Medicaid across the United States. In addition, the Company is
preparing a MolDx submission for US state-based reimbursement following
receipt of FDA approval.
LIPID inCode has an average reimbursement of $1,229, reflecting the Clinical
Laboratory Fee Schedule for the test and the broad Familial
Hypercholesterolemia Panel of tests to identify FH genetic variants.
Product Portfolio
CARDIO inCode-Score (CIC-SCORE)
CIC-SCORE is GENinCode's flagship product, providing a genetic risk assessment
for cardiovascular disease. Traditional cardiovascular risk assessments often
underestimate the risk for individuals categorised as low or intermediate
risk. CIC-SCORE overcomes this limitation by analysing genetic variants (SNPs)
to calculate a Polygenic Risk Score (PRS). When combined with a patient's
clinical data, the PRS enables more accurate risk assessment and
stratification, enhancing lifetime cardiovascular risk prediction and aiding
in the identification of patients at the highest risk of coronary heart
disease. Tests are currently undertaken through the Company's California
CLIA laboratory. Following FDA approval this test will also be available in a
kit format.
LIPID inCode
LIPID inCode is a genetic diagnostic test that identifies mutations in genes
associated with hypercholesterolemia and familial hypercholesterolemia. Early
diagnosis and treatment of familial hypercholesterolemia can significantly
reduce the risk of atherosclerosis and prevent cardiovascular disease. LIPID
inCode also evaluates additional genetic markers to guide treatment decisions
for hypercholesterolemia, helping clinicians tailor therapy for prevention of
cardiovascular disease. Early diagnosis is vital, as this enables earlier
treatment which can lead to a reduced risk of early-onset cardiovascular
disease.
THROMBO inCode
THROMBO inCode is a genetic test that evaluates hereditary thrombophilia and
the risk of venous thromboembolism (VTE). By analysing genetic variants linked
to thrombosis, THROMBO inCode supports the prevention and treatment of
thrombosis in individuals with a family history of the condition. The test has
been adopted by several hospitals and laboratories in Europe and is
underpinned by published clinical research.
Risk of Ovarian Cancer Algorithm (ROCA Test)
The ROCA Test is a surveillance tool for the early detection of ovarian
cancer, primarily for individuals with BRCA1 or BRCA2 pathogenic variants who
defer risk-reducing surgery. It has been recommended in the latest NICE
Guidance as the only surveillance test for familial ovarian cancer and the
first to be included in an ovarian cancer care pathway globally. The guidance
highlights risk identification, genetic testing, and support through
preventive surgery or surveillance using the ROCA Test.
The ROCA Test offers the opportunity of a recurring revenue model through
regular monitoring. The Company is in discussions for the adoption of the ROCA
Test within the NHS. NICE draft guidelines recommend ROCA testing every four
months. Final NICE guidance was released in March 2024 officially recommending
the test. This marked a significant milestone for its adoption in clinical
pathways. Efforts are underway to roll out the test across several NHS regions
with support from Cancer Alliances and Specialised Services. In 2024-2025,
targeted NHS roll-out plans began with initial implementations in 4-6 regions.
The test has gained strong backing from gynaecological oncologists,
geneticists, and genetic counsellors.
International expansion is progressing, with agreements signed in Switzerland
and Austria in 2024, and plans for expansion into Germany and Spain following.
The US market remains under evaluation, with ongoing considerations based on
progress in the UK and Europe.
Growth Strategy
The Company has developed a three-region strategy, targeting the US, the UK
and Europe. These present opportunities for growth in each market,
particularly the US, which is expected to be a key driver of revenue growth
for GENinCode.
US Strategy
The US provides GENinCode's most significant target market opportunity for its
genetic testing solutions to improve cardiovascular disease (CVD) prevention
and the diagnosis of familial hypercholesterolemia (FH). The US target market
for LIPID inCode includes approximately 0.2 million patients with diagnosed FH
(but who have not been tested for FH genetic variants) and an estimated 1.3
million undiagnosed probable FH patients. Despite the efforts of the Centres
for Disease Control and Prevention (CDC) to prioritize FH for early detection,
less than 30% of FH patients in the US have been identified, which the
directors believe highlights the need for enhanced diagnostic tools and
screening strategies.
LIPID inCode and FH Testing
LIPID inCode is the first commercially available Monogenic + Polygenic test
for FH. The test is classified as a 'Tier 1' genomic test by the CDC and
provides physicians with a comprehensive diagnostic profile, including
monogenic FH diagnosis, polygenic hypercholesterolemia risk, and coronary
heart disease risk (via CARDIO inCode). The Company has had discussions with
certain pharma companies about opportunities to collaborate in targeting
patients most in need of lipid lowering medications. It is estimated that the
FH testing market in the US represents a $1.8 billion opportunity.
GENinCode's collaboration with the FH Foundation supports the adoption of
LIPID inCode in US primary care settings as part of the DISCOVER FH programme.
Funded by a grant from the US Department of Defence (DOD), this initiative
focuses on improving early diagnosis of FH and implementing advanced
diagnostic tools for both adult and paediatric populations. DISCOVER FH
partners include UT Southwestern Medical Centre, University of Pennsylvania,
Geisinger, West Virginia University, Mayo Clinic, and the Veterans
Association.
CARDIO inCode-Score
CARDIO inCode-Score (CiC-Score) offers a polygenic risk assessment for CVD
prevention and is central to GENinCode's US strategy. The FDA De Novo medical
device submission for CiC-Score was submitted in November 2023, with the
substantive review completed in July 2024 and additional information submitted
in January 2025. Approval is anticipated by early Q2 2025. Once approved,
CiC-Score is expected to be the first-in-class kit available for national
distribution to US CLIA-certified laboratories. This will allow broader
scalability through both service-based testing and testing kits.
Reimbursement Progress
Reimbursement frameworks for LIPID inCode and CARDIO inCode continue to
expand. LIPID inCode has established ICD-10 and CPT codes for FH testing,
enabling adoption by hospital systems, Integrated Delivery Networks (IDNs) and
community clinics. CARDIO inCode has received CPT PLA coding (0401U) approved
by the American Medical Association and is included in the CMS 2025 Clinical
Lab Fee Schedule with a median price of ~$500 per test. MolDx submission is in
preparation to further expand state-based reimbursement following FDA
approval. These developments are expected to position GENinCode for rapid
growth in adoption and revenue generation.
Commercialisation and Strategic Focus
GENinCode's US commercialisation strategy includes a targeted engagement plan
focused on the top 250 US physicians in lipidology and preventative
cardiology. The Company is also building partnerships with key opinion leaders
(KOLs) and major institutions, supported by education programmes and the SITAB
portal. Service-based testing is expanding across institutions, community
clinics, and executive health settings. In addition, commercial payer
discussions are progressing, focusing on benefits investigation and securing
out-of-network coverage.
The Company has now successfully onboarded over 20 top-tier institutional
sites, mainly for the use of LIPID inCode with adoption expected to grow
further following CARDIO inCode-Score FDA approval and insurance coverage. The
Total Addressable Market (TAM) for CiC-Score is estimated at $10.5 billion,
with a Serviceable Available Market (SAM) of $4.5 billion. Initial market
scoping indicates an addressable patient pool of 21 million, with 8.5 million
likely to be prescribed CiC-Score if covered by insurance.
Strategic Partnerships and Research Leadership
GENinCode's partnerships extend to key organisations, including the FH
Foundation, National Lipid Association (NLA), and the American Society of
Preventative Cardiology (ASPC), as well as leading institutions involved in
DISCOVER FH. The collaboration with the FH Foundation includes a first phase
funded by the US DOD, focused on the paediatric population.
UK Strategy
In the UK, GENinCode's commercialisation strategy has focused on delivering
and validating the provision of LIPID inCode within the NHS. The Company is
building relationships with leading medical institutions and Health Innovation
Networks (HINs) to enhance the detection and management of Familial
Hypercholesterolemia (FH). FH is an inherited genetic disorder affecting
approximately 1 in 250 individuals in the UK, equating to between 230,000 and
260,000 people.
In February 2022, the Company announced the successful completion of its NHS
clinical study and positive results for its LIPID inCode test undertaken at
the Royal Brompton and Guy's & St Thomas' Trust. This was followed by a
successful pilot scheme in partnership with the Academic Health Science
Network (AHSN), leading to the adoption of LIPID inCode in the North of
England. The NHS has now processed over 2,000 FH tests, helping the NHS
Genetic Lab Hub meet its targets for FH detection, a critical element of the
NHS Long Term Plan to prevent CVD.
In May 2023, NHS funding was allocated to expand LIPID inCode testing, aiming
to improve the diagnosis and treatment of FH. The Directors believe LIPID
inCode offers faster turnaround times and reduced costs compared to current
NHS testing methods. These improvements align with the NHS Long Term Plan's
focus on preventing CVD and improving outcomes, the single largest medical
condition for NHS England where lives can be saved.
Additionally, the Company is introducing CARDIO inCode to the NHS, aiming to
enhance the risk assessment of coronary heart disease (CHD). The Company
continues to advance discussions with other NHS England trusts to broaden the
implementation of both LIPID inCode and CARDIO inCode nationwide.
Europe Strategy
GENinCode's key EU products are CE-Marked, with CARDIO inCode, THROMBO inCode,
and LIPID inCode already generating revenues, primarily in Spain. Year-on-year
revenue growth in Spain is driven by THROMBO inCode and LIPID inCode,
supported by Spanish regions' Familial Hypercholesterolemia (FH) detection
plans. The regional roll-out of CARDIO inCode for cardiovascular prevention in
primary care is contributing to growth with the announcement of the Catalonia
roll-out, with pilots underway in the Extremadura region and negotiations
ongoing in Andalucía, Madrid and the Basque region.
The Catalonia region in Spain has also adopted CARDIO inCode for primary care
cardiovascular risk assessment, targeting a CVD addressable market of
approximately 476,000 patients aged 45 to 64. Test volumes are expected to
escalate up to approximately 1,000 patient tests through 2025 with volumes
expanding as increasing numbers of physicians, community practices and regions
are educated and onboarded for testing.
In Italy, direct business operations are expanding with partnerships such as
Fondazione SISA supporting LIPID inCode. In Germany, LIPID inCode sales are
strengthening through collaboration with Uniklinikum, leveraging the NHS model
for implementation.
GENinCode's plans for further expansion in Europe are driven by strategic
partnerships, tenders, and regional pilots, ensuring a strong presence in key
markets and supporting its broader growth objectives.
Expected Financial Drivers
In assessing the future financial drivers of the business, the Company has
made the following assumptions about revenues:
· In the US, LIPID inCode is expected to reach on average 100
tests per month by mid 2025, increasing to 275 tests per month by mid 2026,
and sold at circa £625 each (blended price of Insurance and self-pay). CARDIO
inCode tests are expected to reach on average 120 tests per month from mid
2025 (post FDA-approval), increasing to 250 tests per month by mid 2026 and
sold at circa £300 each (blended price of distributor and self-pay).
· In the UK, the Company estimates that each new NHS region
would add approximately £650k of revenue annually and assumes the addition of
one new region expected in 2025 and two more in 2026.
· In addition, in Spain, the Company expects the launch of
CARDIO inCode Public Health and a new partnership would add £400k in each of
2025 and 2026 on top of the normalised 20% annual organic growth.
· The Company may pursue other funding options in particular in
relation to any partnerships/ distribution agreements, which may be
non-dilutive or dilutive.
The Group will have a focus on moving a higher percentage of costs to a
variable basis with resources increasingly focused on gaining commercial
sales. However, the labs are fully commissioned and no material capex would
be required until the next phase of commercial expansion expected to be in
2027.
Current trading and Outlook
GENinCode released its unaudited interim results for the period ended 30 June
2024 on 25 September 2024, reporting revenues for the half-year period of
£1.39m (H1 2023: £0.95m), an increase of 46% year-on-year, and an adjusted
EBITDA loss of £2.16m (H1 2023: £3.37m loss), reflecting higher revenues and
reduced operating costs. The Company also reported cash reserves of £2.92m
(H1 2023: £5.2m). This growth was driven by the commencement of UK commercial
sales of LIPID inCode and CARDIO inCode-Score, building on the foundations
laid in the prior year, alongside continued expansion in EU markets. The Board
expects that, subject to the 2024 financial year end audit, GENinCode will
meet the current market expectations for the year ending 31 December 2024. The
Board remains confident in the Company's commercial progress across its
operating geographies and looks forward to scaling revenue growth while
reducing losses, aiming for breakeven and profitability over the medium term.
Reasons for the Fundraising
The Group will focus on completion of its US regulatory and reimbursement
program whilst driving commercialisation in the US, expanding its activities
in the UK and Europe. The objective of the Fundraising will be to scale US
revenues following receipt of FDA approval and increase traction with the NHS
in the UK and expand its EU market.
Use of proceeds of the Fundraising
As announced on 14 February 2025, the Company has conditionally raised gross
proceeds of approximately £4.0 million by way of the Placing and the
Subscription. The Retail Offer will be up to a maximum additional amount of
£0.5 million. The use of proceeds will be:
US commercialisation and scale-up program
£1.5m
EU expansion program
£1.0m
UK Expansion
program
£1.0m
Costs of the fundraising and general working capital
£0.5m
Details of the Fundraising
The Placing
The Company has conditionally raised approximately £3.26 million (before
expenses) by way of a conditional placing by Cavendish and Oberon, as agents
for the Company, of 88,040,541 New Ordinary Shares at the Issue Price pursuant
to the Placing Agreement.
The Placing is conditional, amongst other things, on the passing of the
Resolutions, the Placing Agreement not having been terminated and Admission
occurring on or before 8.00 a.m. on 4 March 2025 (or such later date as the
Joint Brokers and the Company may agree, being not later than 8.00 a.m. on 31
March 2025).
Under the terms of the Placing Agreement, the Joint Brokers, as agents for the
Company, have agreed to use their respective reasonable endeavours to procure
Placees for the Placing Shares at the Issue Price. The Company has given
certain customary warranties to the Joint Brokers in connection with the
Fundraising and other matters relating to the Company and its business. In
addition, the Company has agreed to indemnify the Joint Brokers in relation to
certain liabilities they may incur in undertaking the Fundraising. The Joint
Brokers have the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, for a material breach of any
of the warranties. The Placing is not being underwritten.
The Placing Shares will be allotted and credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid
on or after the date on which they are issued.
The Subscription
The Company proposes to raise approximately £0.74 million (before expenses)
by way of a proposed subscription, comprising the issue of up to 20,067,567
Subscription Shares at the Issue Price. The Subscription is not being
underwritten.
Certain Directors have entered into Subscription Letters to subscribe for
4,662,160 Subscription Shares representing £172,500, at the Issue Price. The
Subscription is conditional upon (amongst other things) the passing of the
Resolutions, the Placing Agreement not having been terminated and Admission
occurring on or before 8.00 a.m. on 4 March 2025 (or such later date and/or
time as Joint Brokers and the Company may agree, being not later than 8.00
a.m. on 31 March 2025).
Placing Agreement
Pursuant to the Placing Agreement, the Joint Brokers have agreed to use their
reasonable endeavours as agents of the Company to procure subscribers for the
Placing Shares. The Placing Agreement provides, inter alia, for payment by the
Company to the Joint Brokers of commissions based on certain percentages of
the product of the number of Placing Shares placed by them multiplied by the
Issue Price. The Company will bear all other expenses of and incidental to the
Placing.
The Placing Agreement contains certain warranties and indemnities from the
Company in favour of the Joint Brokers and the obligations of the Joint
Brokers under the Placing Agreement in connection with the Placing are
conditional, inter alia, upon:
a) the Resolutions having been passed by the requisite majority of
Shareholders at the General Meeting;
b) the Placing Agreement having become unconditional in all respects and
not having been terminated in accordance with its terms prior to Admission;
and
c) Admission becoming effective not later than 8.00 a.m. on 4 March 2025
or such later time and/or date as the Company and the Joint Brokers may agree,
being not later than 8.00 a.m. on 31 March 2025.
The Joint Brokers may terminate the Placing Agreement in certain
circumstances, if, inter alia, the Company has failed to comply in any
material respect with any of its obligations under the Placing Agreement; if
there is a material adverse change in the condition (financial, operational,
legal or otherwise), earnings, business or operations of the Company or the
Group; or if there is a change in financial, political, economic or stock
market conditions, which in their opinion (acting in good faith) is or would
likely materially and adversely affect the Company or the Group.
The Retail Offer
The Company values its retail Shareholder base and believes that it is
appropriate to provide the retail community resident in the United Kingdom the
opportunity to participate in the Retail Offer at the Issue Price. On the
terms set out in a separate announcement made following the issue of the
Announcement, the Company is using the RetailBook platform to conduct an offer
for subscription of up to 13,513,514 Retail Offer Shares. Members of the
public in the UK can access the Retail Offer through RetailBook's extensive
partner network of investment platforms, retail brokers and wealth managers,
subject to such partners' participation. For further information on the Retail
Offer, please refer to the relevant announcement on 14 February 2025.
Settlement and Dealings
The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM. It is expected that Admission will take
place on or before 8.00 a.m. on 4 March 2025 and that dealings will commence
at the same time.
In accordance with the provisions of the Disclosure and Transparency Rules of
the FCA, the Company confirms that, immediately following Admission, its
issued share capital will comprise 298,586,048 Ordinary Shares of 1 pence each
(assuming full take up of the Retail Offer). All Ordinary Shares shall have
equal voting rights and, following the Fundraising, none of the Ordinary
Shares will be held in treasury. The total number of voting rights in the
Company immediately following Admission will therefore be 298,586,048
(assuming full take up of the Retail Offer).
Participation of the Directors in the Fundraising
As outlined above certain Directors have agreed to subscribe for New Ordinary
Shares pursuant to the Subscription. The number of New Ordinary Shares
subscribed for by each Director and their resulting shareholdings upon
Admission are set out below:
Name Number of existing Ordinary Shares Percentage of Existing Issued Share Capital Number of Subscription Shares allocated ((1)) Number of Ordinary Shares held following Admission Percentage of Enlarged Share Capital following Admission ((2))
Jordi Puig ((3)) 14,602,500 8.3% 135,136 14,737,636 4.9%
Matthew Walls 11,762,500 6.6% 472,973 12,235,473 4.1%
Sergio Olivero ((6)) 4,174,000 2.4% 3,243,243 7,417,243 2.5%
Paul Foulger ((4)) 868,182 0.5% 405,405 1,273,587 0.4%
Huon Gray ((5)) 500,000 0.3% 405,405 905,405 0.3%
(1) The number of Ordinary Shares presented in this table as being held or
subscribed for by Directors refers to the number of Ordinary Shares held or
subscribed for by them either personally or through a nominee.
(2) Assuming the Retail Offer is subscribed in full.
(3) Aggregated with the interests of his wife, Sonia Rodriguez Clemente,
who holds 3,150,000 Ordinary Shares in the Company.
(4) Subscription to be undertaken by Paul Foulger's wife, Laura Deegan.
Aggregated with the interests of his wife, Paul Foulger holds 868,182 Ordinary
Shares in the Company.
(5) Subscription to be undertaken by Huon Gray's wife, Mary Gray. Huon
Gray holds 500,000 Ordinary Shares in the Company.
(6) Subscription to be undertaken by through Equipos Medico Biologicos
S.A.. Sergio Olivero holds 4,174,000 Ordinary Shares in the Company.
Related party transactions
Where a company enters into a related party transaction, under the AIM Rules
the independent directors of the company are required, after consulting with
the company's nominated adviser, to state whether, in their opinion, the
transaction is fair and reasonable in so far as its shareholders are
concerned.
The conditional Subscriptions for New Ordinary Shares by certain Directors as
outlined above constitute related party transactions pursuant to Rule 13 of
the AIM Rules. William Rhodes and Felix Freuh as directors independent of
these transactions, having consulted with the Company's nominated adviser,
Cavendish, consider that the terms of the participation in the Fundraising by
Matthew Walls, Sergio Olivero, Jordi Puig, Huon Gray and Paul Foulger is fair
and reasonable insofar as the Company's Shareholders are concerned.
The Nestor Oller entities, Maven Income and Growth VCTs & Octopus
Investments
The Nestor Oller entities, are undertakings controlled by Nestor Oller, who
also controls Santi 1990 SL which is a substantial Shareholder in the Company
as it holds 11.41% of the Existing Ordinary Shares. Furthermore, Maven Income
and Growth VCTs and Octopus Investments are substantial Shareholders in the
Company as they hold 13.34% and 17.66% of the Existing Ordinary Shares
respectively.
Consequently, the Nestor Oller entities, Maven Income and Growth VCTs and
Octopus Investments are considered to be related parties of the Company for
the purposes of Rule 13 of the AIM Rules for Companies. The Nestor Oller
entities are subscribing for 15,405,405 Subscription Shares under the
Subscription and Maven Income and Growth VCTs and Octopus Investments are
subscribing for 13,907,074 and 21,621,621 Placing Shares respectively.
The subscriptions by the Nestor Oller entities, Maven Income and Growth VCTs
and Octopus Investments constitute related party transactions for the purposes
of the AIM Rules for Companies. The Directors who are independent of these
transactions, being William Rhodes and Felix Freuh, having consulted with the
Company's nominated advisor, Cavendish Capital Markets Limited, consider that
that the participation in the Fundraising by the Nestor Oller entities and
Maven Income and Growth VCTs are fair and reasonable insofar as the
Shareholders are concerned.
General Meeting
A notice convening the General Meeting to be held at Cavendish Capital Markets
Limited, 1 Bartholomew Close, London, EC1A 7BL on 3 March 2025 at 11:00 a.m.
is set out in Part II of this document, to consider and, if thought
appropriate, pass the following resolutions:
· Resolution 1 which is an ordinary resolution to authorise the
Directors to allot equity securities up to a maximum aggregate nominal amount
of £1,216,216.22 pursuant to the Fundraising; and
· Resolution 2 which is a special resolution and is conditional on the
passing of resolution 1, to authorise the Directors to issue and allot equity
securities on a non-pre-emptive basis up to a maximum aggregate nominal amount
of £1,216,216.22 in respect of the Fundraising.
The authorities granted pursuant to the Resolutions will expire on 3 June 2025
or if earlier, at the conclusion of the annual general meeting of the Company
to be held in 2025.
Resolution 1 will be proposed as an ordinary resolution. For an ordinary
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.
Resolution 2 will be proposed as a special resolution. For a special
resolution to be passed, at least three quarters of the votes cast must be in
favour of the resolution.
Recommendation
The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all Shareholders vote in
favour of the Resolutions as they intend to do, or procure to be done, in
respect of their own beneficial shareholdings and their related parties,
being, in aggregate, 32,007,182 Ordinary Shares, representing approximately
18.09 per cent. of the Existing Issued Share Capital.
APPENDIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF THE PROSPECTUS REGULATION (EU)
2017/1129 AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") ("EU
QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS AMENDED, AS
IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF,
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS
REGULATION") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) 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
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.
DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED
OR PROHIBITED BY LAW OR REGULATION. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, resold or delivered, directly or indirectly, in or
into the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. No public offering of the Placing Shares is being made in the United
States. The Placing is being made solely outside the United States to persons
in offshore transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S. Persons receiving
this Announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the United
States or use the United States mails, directly or indirectly, in connection
with the Placing.
This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
Restricted Jurisdiction. This announcement and the information contained
herein are not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, Cavendish Capital Markets Limited
("Cavendish"), Oberon Investments Limited ("Oberon" and together with
"Cavendish", the "Placing Agents" and each a "Placing Agent") or Placing Agent
Affiliates (as defined below) or GENinCode Affiliates (as defined below) that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any such restrictions.
All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation and the EU Prospectus Regulation from the
requirement to produce a prospectus. The Placing Shares have not been approved
or disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the Placing or the accuracy or adequacy of this Announcement. Any
representation to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Placing Shares and the Placing Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan, or the Republic
of South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.
Any indication in this Announcement of the price at which the existing
ordinary shares in the capital of the Company have been bought or sold in the
past cannot be relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser.
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 financial years would
necessarily match or exceed the historical published earnings 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.
By participating in the Placing, each person who is invited to and who chooses
to participate in the Placing (a "Placee") by making or accepting an oral
and/or written legally binding offer to subscribe for Placing Shares is deemed
to have read and understood this Announcement in its entirety (including this
Appendix) and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into the placing agreement with Cavendish (the
Company's Nominated Adviser, broker and joint bookrunner in connection with
the Placing) and Oberon (the Company's joint bookrunner in connection with the
Placing) (the "Placing Agreement"). Pursuant to the Placing Agreement, the
Placing Agents have, subject to the terms and conditions set out therein,
agreed to use reasonable endeavours, as agents of the Company, to procure
subscribers for the Placing Shares pursuant to the bookbuilding process
described in this Announcement and as set out in the Placing Agreement
("Bookbuilding Process").
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
rank pari passu in all respects with each other and with the existing
ordinary shares in the capital of the Company then in issue, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the ordinary shares of the Company after the date of Admission.
The Placing Shares will be issued free of any encumbrance, lien or other
security interest.
Application for admission to trading on AIM
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to AIM. Subject to the satisfaction or waiver of the conditions
of the Placing Agreement ("Conditions"), it is expected that Admission will
take place and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 4 March 2025.
Bookbuilding Process
Commencing today, the Placing Agents will be conducting the
Bookbuilding Process to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. However, the Placing
Agents will be entitled to effect the Placing by such alternative method to
the Bookbuilding Process as they may, after consultation with the Company,
determine. No commissions will be paid by or to Placees in respect of any
participation in the Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding Process
Participation in the Placing is by invitation only and will only be available
to persons who may lawfully be, and are, invited to participate by the
Placing Agents. The Placing Agents and Placing Agent Affiliates (as defined
below) are entitled to participate as Placees in the Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing Shares to be
issued pursuant to the Placing.
The book will open with immediate effect. The Bookbuilding Process is expected
to close not later than 4.30 p.m. on 14 February 2025, but may be closed at
such earlier or later time as the Placing Agents may, acting jointly, in
their absolute discretion (after consultation with the Company), determine.
The announcement containing the results of the accelerated bookbuild will be
released following the close of the Bookbuilding Process.
A bid in the Bookbuilding Process will be made on the terms and conditions in
this Appendix and will be legally binding on the Placee on behalf of which it
is made and, except with the Placing Agents' consent, will not be capable of
variation or revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to its usual sales contact at the relevant
Placing Agent. Each bid should either state the number of Placing Shares which
the prospective Placee wishes to subscribe for or a fixed monetary amount at,
in either case, the Issue Price. If successful, the relevant Placing
Agent will re-contact and confirm orally to Placees following the close of
the Bookbuilding Process the size of their respective allocations and a trade
confirmation will be despatched as soon as possible thereafter. The relevant
Placing Agent's oral confirmation of the size of allocations will constitute
an irrevocable legally binding agreement in favour of the Company and the
relevant Placing Agent pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the Issue Price
on the terms and subject to the conditions set out herein and in accordance
with the Articles. Each Placee's allocation and commitment will be evidenced
by a trade confirmation issued to such Placee by the relevant Placing Agent.
The terms of this Appendix will be deemed incorporated in that trade
confirmation.
The Placing Agents reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event that the Placing is
oversubscribed. The Placing Agents also reserve the right not to accept
offers to subscribe for Placing Shares or to accept such offers in part rather
than in whole. The acceptance and, if applicable, scaling back of offers shall
be at the absolute discretion of the Placing Agents and the Company.
Each Placee's obligations will be owed to the Company and to the relevant
Placing Agent. Following the oral confirmation referred to above, each Placee
will also have an immediate, separate, irrevocable and binding obligation,
owed to the Company and the relevant Placing Agent, as agent of the Company,
to pay to (or as the relevant Placing Agent may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of Placing
Shares allocated to such Placee.
To the fullest extent permissible by law, none of the Placing Agents, any
holding company of the Placing Agents, any subsidiary of the Placing Agents,
any subsidiary of any such holding company, any branch, affiliate or
associated undertaking of any such company nor any of their respective
directors, officers and employees (each a "Placing Agent Affiliate") nor any
person acting on their behalf shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Placing Agents, any Placing Agent Affiliate nor any
person acting on their behalf shall have any liability (including, to the
extent legally permissible, any fiduciary duties), in respect of their conduct
of the Bookbuilding Process or of such alternative method of effecting the
Placing as the Placing Agents may determine.
All times and dates in this Announcement may be subject to amendment. The
Placing Agents shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) 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 (a) retail clients, as defined in point (8) of Article
2 of the UK Prospectus Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"),
(b) investors who meet the criteria of professional clients as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution through all
distribution channels as are permitted by EU Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II") (the "UK Target Market
Assessment").
Solely for the purposes of the product governance requirements contained
within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive
EU 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) 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 (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment" and, together with the UK Target Market
Assessment, the "Target Market Assessments").
Notwithstanding the Target Market Assessments, 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 Assessments are without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions to
the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessments, the Placing Agents will only procure investors who meet the
criteria of professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessments do not constitute:
(a) an assessment of suitability or appropriateness for the purposes of COBS
(for the purposes of the UK Target Market Assessment) or MiFID II (for the
purposes of the EU Target Market Assessment); 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.
Persons who are invited to and who choose to participate in the Placing, by
making an oral and legally binding offer to acquire Placing Shares will be
deemed to have read and understood this Announcement in its entirety and to be
making such offer to acquire Placing Shares on the terms and conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by a Placing Agent.
All obligations of the Placing Agents under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement including
without limitation those referred to below under "Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The obligations of the Placing Agents under the Placing Agreement are
conditional, amongst other things, on:
1. the placing results announcement being released at the relevant
time;
2. the warranties on the part of the Company contained in the
Placing Agreement being true and accurate and not misleading on and as of the
date of the Placing Agreement and at all times during the period up to and
including the date of Admission;
3. the Placing Shares having been allotted, conditional only on
Admission;
4. the Subscription Shares having been allotted, conditional only
on Admission, and payment for such Subscription Shares having been received by
the Company prior to Admission;
5. the Company raises a minimum of £4.0 million pursuant to the
Placing and Subscription;
6. the performance by the Company in all material respects of its
obligations under the Placing Agreement to the extent that they fall to be
performed prior to Admission;
7. there not occurring, in the opinion of the Placing Agents
(acting in good faith), a material adverse change, or any development
reasonably likely to involve a prospective material adverse change, in the
condition (financial, operational, legal or otherwise) or the earnings,
business affairs or business prospects of the Company or the Group which is
material in the context of the Group taken as a whole, whether or not arising
in the ordinary course of business and whether or not foreseeable at the date
of the Placing Agreement;
8. the general meeting of the Company having taken place on the
date set out in the notice of general meeting and each of the resolutions
having been passed thereat by the requisite majority; and
9. Admission occurring not later than 8.00 a.m. on or around 4
March 2025 or such later time and/or date as the Placing Agents may agree in
writing with the Company (but in any event no later than 8.00 a.m. on 31 March
2025).
If (a) the Conditions of the Placing are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Placing Agents), or (b)
the Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and each Placee's rights and obligations hereunder shall
cease and determine at such time and no claim may be made by a Placee in
respect thereof. None of the Placing Agents, the Company, any Placing Agent
Affiliate, nor any holding company of the Company, any subsidiary of the
Company, any subsidiary of any such holding company, any branch, affiliate or
associated undertaking of any such company nor any of their respective
directors, officers and employees (each a "GENinCode Affiliate") shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision it may make as to whether
or not to waive or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that the Placing Agents'
rights and obligations in respect of the Placing terminate, inter alia, in the
circumstances described below under "Right to terminate under the Placing
Agreement".
Right to terminate under the Placing Agreement
Each Placing Agent may, at any time before Admission and in its absolute
discretion, by notice in writing to the Company (or by orally communicating
the same to any director of the Company) terminate the Placing Agreement with
immediate effect if, amongst other things:
1. any statement contained in the Placing Documents is, or has
become, or has been discovered to be untrue, incorrect or misleading in any
material respect;
2. any of the warranties, was, when given, or becomes, untrue,
inaccurate or misleading;
3. the Company has failed to or is unable to comply with any of
its obligations under the Placing Agreement;
4. trading in the Company's shares on AIM is suspended or
cancelled;
5. the appointment of the Placing Agents as agents of the Company
is terminated for whatever reason;
6. in the opinion of a Placing Agent (acting in good faith), there
has been a material adverse change or any development reasonably likely to
involve a prospective material adverse change (including, but not limited to,
the deterioration of the health of any key member of management of the
Company), in the condition (financial, operational, legal or otherwise) or the
earnings, business affairs or business prospects of the Company or the Group
which is material in the context of the Group as a whole taken as a whole,
whether or not arising in the ordinary course of business and whether or not
foreseeable at the date of Placing Agreement, since the date of the Placing
Agreement; and
7. in the opinion of the Placing Agents (acting in good faith),
there has been, (i) any change, or development involving a prospective change,
in national or international, military, diplomatic, monetary, economic,
political, financial, industrial or market conditions or exchange rates or
exchange controls, or any incident of terrorism or outbreak or escalation of
hostilities or any declaration by the UK or the US of a national emergency or
war or any other calamity or crisis whether or not foreseeable at the date of
this Agreement, (ii) a suspension of trading in securities generally on the
London Stock Exchange or New York Stock Exchange or trading is limited or
minimum prices established on any such exchange; (iii) a declaration of a
banking moratorium in London or by the US federal or New York State
authorities or any material disruption to commercial banking or securities
settlement or clearance services in the US or the UK, which would or would be
likely to prejudice materially the Company or the Fundraising, or make the
success of the Fundraising doubtful or makes it impracticable or inadvisable
to proceed with the Fundraising, or render the creation of a market in the
ordinary share capital of the Company temporarily or permanently
impracticable.
By participating in the Placing, each Placee agrees with the Placing
Agents that the exercise by the Placing Agents of any right of termination
or other discretion under the Placing Agreement shall be within the absolute
discretion of the Placing Agents and that the Placing Agents need not
make any reference to the Placees in this regard and that, to the fullest
extent permitted by law, neither the Company, the Placing Agents , any
Placing Agent Affiliate nor any GENinCode Affiliate shall have any liability
whatsoever to the Placees in connection with any such exercise or failure to
so exercise.
Any termination by either Placing Agent of their respective rights under the
Placing Agreement shall be without prejudice to the obligations (if any) and
rights of the other Placing Agent and, if that Placing Agent so elects, the
Placing Agreement shall continue in full force and effect. In the event of a
Placing Agent terminating its rights under the Placing Agreement, no consents
or approvals in respect of the Placing shall be required of that Placing
Agent.
No Prospectus
No offering document or prospectus has been or will be prepared in relation to
the Placing and no such prospectus is required (in accordance with the EU
Prospectus Regulation or the UK Prospectus Regulation) to be published or
submitted to be approved by the FCA and Placees' commitments will be made
solely on the basis of the information contained in this Announcement. In the
United Kingdom, this Announcement is being directed solely at and distributed
and communicated solely to persons in circumstances in which section 21(1) of
the Financial Services and Markets Act 2000 (as amended) does not apply.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement is exclusively the responsibility of the Company
and confirms to the Placing Agents and the Company that it has neither
received nor relied on any information, representation, warranty or statement
made by or on behalf of the Placing Agents (other than the amount of the
relevant Placing participation in the oral confirmation given to Placees and
the trade confirmation referred to below), any Placing Agent Affiliate, any
persons acting on its or their behalf or the Company or any Placing Agent
Affiliate and none of the Placing Agents, any Placing Agent Affiliate, any
persons acting on their behalf, the Company, any GENinCode Affiliate nor any
persons acting on their behalf will be liable for the decision of any Placee
to participate in the Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or received
(regardless of whether or not such information, representation, warranty or
statement was given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges to and agrees with
each Placing Agent for itself and as agent for the Company that, except in
relation to the information contained in this Announcement, it has relied on
its own investigation of the business, financial or other position of the
Company in deciding whether to participate in the Placing. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the DVP mechanism, subject to certain
exceptions. The Placing Agents reserve the right to require settlement for
and delivery of the Placing Shares to Placees by such other means as the
Placing Agents may deem necessary, including, without limitation, if
delivery or settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be consistent
with the regulatory requirements in the Placee's jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 27 February 2025
Settlement Date 4 March 2025
ISIN Code GB00BL97B504
SEDOL BL97B50
CREST ID for Cavendish 601/KLCLT
CREST ID for Oberon 070/X311
Each Placee allocated Placing Shares in the Placing will be sent either a
contract note or a trade confirmation stating the number of Placing Shares
allocated to it, the Issue Price, the aggregate amount owed by such Placee
to the relevant Placing Agent and settlement instructions. Placees should
settle against the relevant CREST ID shown above. It is expected that such
trade confirmation will be despatched on the expected trade date shown above.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions which it has in place with the
relevant Placing Agent.
It is expected that settlement will take place on the Settlement Date shown
above on a DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by any Placing Agent.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
the base rate of Barclays Bank Plc as determined by the Placing Agents.
Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Placing Agent may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain from the
proceeds, for the relevant Placing Agent's own account and profit, an amount
equal to the aggregate amount owed by the Placee plus any interest due. The
Placee will, however, remain liable for any shortfall below the aggregate
amount owed by such Placee and it may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Placing Shares will, subject
as provided below, be so registered free from any liability to any levy, stamp
duty or stamp duty reserve tax. If there are any circumstances in which any
other stamp duty or stamp duty reserve tax is payable in respect of the issue
of the Placing Shares, neither the Placing Agents nor the Company shall be
responsible for the payment thereof. Placees will not be entitled to receive
any fee or commission in connection with the Placing.
Representations, warranties and terms
By submitting a bid and/or participating in the Placing, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
undertakes, acknowledges, understands and agrees (for itself and for any such
prospective Placee) in favour of the Placing Agents and the Company that
(save where the Placing Agents expressly agree in writing to the contrary):
1. it has read and understood this Announcement in its entirety
(including this Appendix) and acknowledges that its participation in the
Placing and the issue of the Placing Shares will be governed by the terms of
this Announcement (including this Appendix);
2. no prospectus or offering document has been or will be prepared
in connection with the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the Bookbuilding
Process, the Placing or the Placing Shares or is required under the EU
Prospectus Regulation or the UK Prospectus Regulation;
3. to indemnify on an after-tax basis and hold harmless each of
the Company, the Placing Agents, Placing Agent Affiliates and GENinCode
Affiliates and any person acting on their behalf from any and all costs,
losses, claims, liabilities and expenses (including legal fees and expenses)
arising out of or in connection with any breach of the representations,
warranties, acknowledgements, agreements and undertakings in this Announcement
and further agrees that the provisions of this Announcement shall survive
after completion of the Placing;
4. the Placing Shares will be admitted to AIM and the Company is
therefore required to publish and has published certain business and financial
information in accordance with the AIM Rules and the UK version of the
Market Abuse Regulation (EU 596/2014) which forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR") and other applicable laws
and regulations (the "Exchange Information"), which includes the Company's
announcements and circulars published in the past 12 months, and that the
Placee is able to obtain or access this Exchange Information without undue
difficulty and is aware of and has reviewed the contents of the Exchange
Information;
5. none of the Placing Agents, any Placing Agent Affiliate or any
person acting on their behalf has provided, and will not provide, it with any
material or information regarding the Placing Shares or the Company; nor has
it requested any of the Placing Agents, nor any Placing Agent Affiliate nor
any person acting on their behalf to provide it with any such material or
information;
6. (i) none of the Placing Agents or any Placing Agent Affiliate
or any person acting on behalf of any of them is making any recommendations to
it, advising it regarding the suitability of any transactions it may enter
into in connection with the Placing and that participation in the Placing is
on the basis that it is not and will not be a client of any Placing Agent and
that no Placing Agent has any duties or responsibilities to it (or any person
acting on behalf of a Placee) for providing the protections afforded to its
clients or for providing advice in relation to the Placing nor in respect of
any representations, warranties, undertakings, agreements or indemnities
contained in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right, and (ii) neither it nor, as
the case may be, its clients expect any Placing Agent to have any duties or
responsibilities to it similar or comparable to the duties of "best execution"
and "suitability" imposed by the Conduct of Business Sourcebook contained in
the FCA's Handbook of Rules and Guidance, and that no Placing Agent is acting
for it or its clients, and that no Placing Agent will be responsible to any
person other than the Company for providing protections afforded to its
clients;
7. the content of this Announcement is exclusively the
responsibility of the Company and that none of the Placing Agents, nor any
Placing Agent Affiliate nor any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
Announcement or any information previously published by or on behalf of the
Company. None of the Placing Agents, nor any Placing Agent Affiliate nor any
person acting on their behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement or otherwise. Each Placee further
represents, warrants and agrees that the only information on which it is
entitled to rely and on which such Placee has relied in committing to
subscribe for the Placing Shares is contained in this Announcement, such
information being all that it deems necessary to make an investment decision
in respect of the Placing Shares, and that it has relied on its own
investigation with respect to the Placing Shares and the Company in connection
with its decision to subscribe for the Placing Shares and acknowledges that it
is not relying on any other information whatsoever and in particular it is not
relying on any investigation that any Placing Agent, any Placing Agent
Affiliate or any person acting on their behalf may have conducted with respect
to the Placing Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect thereto;
8. it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of subscribing for the Placing Shares. It further acknowledges that it
is experienced in investing in securities of this nature and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It has had
sufficient time to consider and conduct its own investigation in connection
with its subscription for the Placing Shares, including all tax, legal and
other economic considerations and has relied upon its own examination of, and
due diligence on, the Company, and the terms of the Placing, including the
merits and risks involved;
9. unless paragraph 10 applies, it has neither received nor relied
on any inside information for the purposes of UK MAR and section 56 of the
Criminal Justice Act 1993 (the "CJA") in relation to the Company or its
participation in the Placing;
10. if it has received any inside information (for the purpose of UK
MAR and section 56 of the CJA) in relation to the Company and its securities
in advance of the Placing, it has consented to receive inside information for
the purposes of UK MAR and the CJA and it acknowledges that it was an insider
or a person who has received a market sounding for the purpose of such
legislation and it confirms that it has not: (a) dealt (or attempted to deal)
in the securities of the Company (or cancelled or amended an order in relation
thereto); (b) encouraged, recommended or induced another person to deal in the
securities of the Company (or to cancel or amend an order in relation
thereto); and (c) unlawfully disclosed inside information to any person, in
each case, prior to the information being made publicly available;
11. it is not entitled to rely on any information (including,
without limitation, any information contained in any management presentation
given in relation to the Placing) other than that contained in this
Announcement (including this Appendix) and any Exchange Information and
represents and warrants that it has not relied on any representations relating
to the Placing, the Placing Shares or the Company other than the information
contained in this Announcement or in any Exchange Information;
12. it has not relied on any information relating to the Company
contained in any research reports prepared by any Placing Agent or any Placing
Agent Affiliate or any person acting on their behalf and understands that (i)
none of the Placing Agents, nor any Placing Agent Affiliate nor any person
acting on their behalf has or shall have any liability for any public
information relating to the Company; (ii) none of the Placing Agents, nor any
Placing Agent Affiliate, nor any person acting on their behalf has or shall
have any liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of the Placing Agents, nor any
Placing Agent Affiliate, nor any person acting on their behalf makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of publication, the date
of this Announcement or otherwise;
13. (i) it is entitled to acquire the Placing Shares for which it is
subscribing under the laws and regulations of all relevant jurisdictions which
apply to it; (ii) it has fully observed such laws and regulations and obtained
all such governmental and other guarantees and other consents and authorities
(including, without limitation, in the case of a person acting on behalf of a
Placee, all necessary consents and authorities to agree to the terms set out
or referred to in this Appendix) which may be required or necessary in
connection with its subscription for Placing Shares and its participation in
the Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity and authority to
commit to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid any issue,
transfer or other taxes due in connection with its subscription for Placing
Shares and its participation in the Placing in any territory; and (v) it has
not taken any action which will or may result in the Company, the Placing
Agents or any Placing Agent Affiliate or GENinCode Affiliate or any person
acting on their behalf being in breach of the legal and/or regulatory
requirements of any territory in connection with the Placing;
14. it will not distribute, forward, transfer or otherwise transmit
this Announcement or any part of it, or any other presentational or other
materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
15. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States and are not being offered or
sold within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act;
16. its acquisition of the Placing Shares has been or will be made
in an "offshore transaction" as defined in and pursuant to Regulation S;
17. it will not offer or sell, directly or indirectly, any of the
Placing Shares in the United States except in accordance with Regulation S or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
18. if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation: (a) any Placing Shares acquired
by it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the United
Kingdom or to which the UK Prospectus Regulation otherwise applies other than
UK Qualified Investors or in circumstances in which the prior consent of the
Placing Agents has been given to the offer or resale; or (ii) where Placing
Shares have been acquired by it on behalf of persons in the United Kingdom
other than UK Qualified Investors, the offer of those Placing Shares to it is
not treated under the UK Prospectus Regulation as having been made to such
persons;
19. if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation: (i) the Placing Shares acquired
by it in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any member state
of the EEA or to which the EU Prospectus Regulation otherwise applies other
than EU Qualified Investors or in circumstances in which the prior consent of
the Placing Agents has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any member
state of the EEA other than EU Qualified Investors, the offer of those Placing
Shares to it is not treated under the EU Prospectus Regulation as having been
made to such persons;
20. it has not offered or sold and will not offer or sell any
Placing Shares to the public in any member state of the EEA or the United
Kingdom except in circumstances falling within Article 1(4) of the EU
Prospectus Regulation or Article 1(4) of the UK Prospectus Regulation which do
not result in any requirement for the publication of a prospectus pursuant to
Article 3 of the EU Prospectus Regulation or Article 3 of the UK Prospectus
Regulation;
21. it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the Placing Shares in circumstances in which it is permitted to do
so pursuant to section 21 of FSMA and agrees that this Announcement has not
been approved by either Placing Agent in its capacity as an authorised person
under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial promotion
by an authorised person;
22. it has complied and will comply with all applicable provisions
of FSMA with respect to anything done by it in relation to the Placing Shares
in, from or otherwise involving, the United Kingdom;
23. it has complied with its obligations: (i) under the CJA and UK
MAR; (ii) in connection with the laws of all relevant jurisdictions which
apply to it and it has complied, and will fully comply, with all such laws
(including where applicable, the Criminal Justice Act 1988, the Terrorism Act
2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime
Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017) and that it is not a person: (a)
with whom transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury; (b) named on the Consolidated List of Financial Sanctions
Targets maintained by HM Treasury of the United Kingdom; or (c) subject to
financial sanctions imposed pursuant to a regulation of the European Union or
a regulation adopted by the United Nations ((i), (ii), (a) and (b), together,
the "Regulations") and rules and guidance on anti-money laundering produced by
the Financial Conduct Authority ("FCA") and, if it is making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations;
and it is permitted to subscribe for Placing Shares in accordance with the
laws of all relevant jurisdictions which apply to it and it has complied, and
will fully comply, with all such laws (including where applicable, the
Anti-Terrorism, Crime and Security Act 2001, the Terrorism Act 2006, the
Counter-Terrorism Act 2008, the Proceeds of Crime Act 2002 (as amended) and
the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017);
24. if in the United Kingdom, (a) it is a person having professional
experience in matters relating to investments who falls within the definition
of "investment professionals" in Article 19(5) of the FPO, or (b) it is a
person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies,
Unincorporated Associations etc.") of the FPO and (c) it is a UK Qualified
Investor and (d) it is a person to whom this Announcement may otherwise
lawfully be communicated;
25. if it is within a Relevant State, it is an EU Qualified
Investor;
26. its participation in the Placing would not give rise to an offer
being required to be made by it or any person with whom it is acting in
concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;
27. it (and any person acting on its behalf) has the funds to pay
for the Placing Shares for which it has agreed to subscribe and it will pay
for the Placing Shares acquired by it in accordance with this Announcement and
with any trade confirmation sent by the relevant Placing Agent (or on its
behalf) to it in respect of its allocation of Placing Shares and its
participation in the Placing on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as the relevant Placing Agent
may, in its absolute discretion, determine and it will remain liable for any
shortfall below the net proceeds of such sale and the placing proceeds of such
Placing Shares and may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
28. none of the Placing Agents, nor any Placing Agent Affiliate nor
any person acting on their behalf is making any recommendations to it or
advising it regarding the suitability or merits of any transaction it may
enter into in connection with the Placing, and acknowledges that none of the
Placing Agents, nor any Placing Agent Affiliate nor any person acting on their
behalf has any duties or responsibilities to it for providing advice in
relation to the Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or for the
exercise or performance of any of either Placing Agent's rights and
obligations thereunder, including any right to waive or vary any condition or
exercise any termination right contained therein;
29. (i) the person whom it specifies for registration as holder of
the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the
case may be, (ii) neither the Placing Agents nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement and (iii) the Placee and
any person acting on its behalf agrees to acquire the Placing Shares on the
basis that the Placing Shares will be allotted to the CREST stock account of
the relevant Placing Agent which will hold them as settlement agent as nominee
for the Placee until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
30. any agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or in
connection with such agreements, shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the courts of England and Wales as regards any
claim, dispute or matter arising out of any such contract;
31. it irrevocably appoints any director or duly authorised officer
of any of the Placing Agents as its agent for the purposes of executing and
delivering to the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the Placing
Shares agreed to be taken up by it under the Placing;
32. it is not a resident of any Restricted Jurisdiction and
acknowledges that the Placing Shares have not been and will not be registered
nor will a prospectus be cleared in respect of the Placing Shares under the
securities legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced, delivered or
transferred, directly or indirectly, within any Restricted Jurisdiction;
33. any person who confirms to a Placing Agent on behalf of a Placee
an agreement to subscribe for Placing Shares and/or who authorises a Placing
Agent to notify the Placee's name to the Company's registrar, has authority to
do so on behalf of the Placee;
34. the agreement to settle each Placee's acquisition of Placing
Shares (and/or the acquisition of a person for whom it is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the settlement
relating only to an acquisition by it and/or such person direct from the
Company of the Placing Shares in question. Such agreement assumes that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the Placing
Agents will be responsible. If this is the case, the Placee should take its
own advice and notify the relevant Placing Agent accordingly;
35. the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing Shares will not
give rise to a stamp duty or stamp duty reserve tax liability under (or at a
rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depository receipts and clearance services) and that it is not
participating in the Placing as nominee or agent for any person or persons to
whom the allocation, allotment, issue or delivery of Placing Shares would give
rise to such a liability;
36. when a Placee or any person acting on behalf of the Placee is
dealing with a Placing Agent, any money held in an account with such Placing
Agent on behalf of the Placee and/or any person acting on behalf of the Placee
will not be treated as client money within the meaning of the relevant rules
and regulations of the FCA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated in accordance with the client
money rules and will be used by the relevant Placing Agent in the course of
its business; and the Placee will rank only as a general creditor of the
relevant Placing Agent (as the case may be);
37. in order to ensure compliance with the Criminal Justice Act
1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001,
the Proceeds of Crime Act 2002 (as amended) the Terrorism Act 2006, the
Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017, and, to the
extent applicable, any related or similar rules, regulations of any body
having jurisdiction in respect thereof and the Money Laundering Sourcebook of
the FCA, each Placing Agent (for itself and as agent on behalf of the Company)
or the Company's registrars may, in their absolute discretion, require
verification of its identity. Pending the provision to the relevant Placing
Agent or the Company's registrars, as applicable, of evidence of identity,
definitive certificates in respect of the Placing Shares may be retained at
the relevant Placing Agent's absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
the relevant Placing Agent's or the Company's registrars', as the case may be,
absolute discretion. If within a reasonable time after a request for
verification of identity a Placing Agent (for itself and as agent on behalf of
the Company) or the Company's registrars have not received evidence
satisfactory to them, the relevant Placing Agent and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the Placing,
in which event the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's bank from
which they were originally debited;
38. the Company, the Placing Agents, and others will rely upon the
truth and accuracy of the foregoing representations, warranties, agreements,
undertakings and acknowledgements;
39. the basis of allocation will be determined by the Placing Agents
and the Company at their absolute discretion and that the right is reserved to
reject in whole or in part and/or scale back any participation in the Placing;
40. its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares which it will be entitled, and required, to
subscribe for, and that the Company may call upon it to subscribe for a lower
number of Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
41. irrevocably authorises the Company and the Placing Agents to
produce this Announcement pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
42. its commitment to subscribe for Placing Shares on the terms set
out herein will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing;
43. time is of the essence as regards its obligations under this
Appendix;
44. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to a Placing Agent;
45. it will be bound by the terms of the Articles;
46. these terms and conditions in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire shares pursuant to the Placing will
be governed by and construed in accordance with the laws of England and Wales
and it submits to the exclusive jurisdiction of the courts of England and
Wales in relation to any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or the Placing Agents in any jurisdiction
in which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
47. it is acting as principal only in respect of the Placing or, if
it is acquiring the Placing Shares as a fiduciary or agent for one or more
investor accounts, it is duly authorised to do so and it has full power and
authority to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
48. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any circumstances.
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and the Placing
Agents (for their own benefit and, where relevant, the benefit of any Placing
Agent Affiliate or GENinCode Affiliate and any person acting on their behalf)
and are irrevocable.
No claim shall be made against the Company, the Placing Agents, any Placing
Agent Affiliate, any GENinCode Affiliate, or any other person acting on behalf
of any of such persons by a Placee to recover any damage, cost, loss, charge
or expense which it may suffer or incur by reason of or arising from or in
connection with the performance of its obligations hereunder or otherwise
howsoever in connection with the Placing or Admission.
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor the Placing
Agents will be responsible and the Placee to whom (or on behalf of whom, or
in respect of the person for whom it is participating in the Placing as an
agent or nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on
an after-tax basis and to hold harmless the Company and the Placing
Agents in the event that any of the Company or any GENinCode Affiliate
or the Placing Agents or any Placing Agent Affiliate has incurred any such
liability to stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to amendment. The
Placing Agents shall notify the Placees and any person acting on behalf of
the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee, acknowledges
that the Placing Agents do not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
The Placing Agents, which are authorised and regulated in the United Kingdom
by the FCA, are acting for the Company and for no one else in connection with
the Placing and will not regard any other person (whether or not a recipient
of this Announcement) as a client in relation to the Placing or Admission and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of the Placing Agents or for affording
advice in relation to the Placing or Admission, or any other matters referred
to herein.
Each Placee and any person acting on behalf of a Placee acknowledges and
agrees that the Placing Agents or any Placing Agent Affiliate may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
The rights and remedies of the Placing Agents and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Placing
Agents and, if so, undertakes to provide:
1. if he is an individual, his nationality;
2. if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
3. such other "know your client" information as either
Placing Agent may reasonably request.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
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