REG - GENinCode PLC - Result of Placing and Subscription

GenincodeAnnouncement

21/12/2023 18:30

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RNS Number : 6920X  GENinCode PLC  21 December 2023

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IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES 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"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
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OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
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INSIDE INFORMATION.

 

 

 

21 December 2023

 

GENinCode Plc

("GENinCode" or the "Company")

 

Result of Placing and Subscription

 

 

Further to the announcement made earlier today regarding a proposed placing,
subscription and retail offer (the "Launch Announcement"), GENinCode
plc (AIM: GENI) is pleased to announce that, it has conditionally raised
gross proceeds of £4.0 million (before expenses) under the Placing and
Subscription, each at the Issue Price of 5 pence per share.

 

The Issue Price of 5 pence represents a discount of 7.1 per cent. to the
closing middle market price of 5.38 pence per Ordinary Shares on 20 December
2023, being the last business day prior to the announcement of the
Fundraising.

 

Cavendish Capital Markets Limited is acting as agent for and on behalf of the
Company in respect of the Placing. The Placing was undertaken through an
accelerated bookbuild process.

 

The Retail Offer was launched by way of a separate announcement at 4.59 p.m.
on 21 December 2023. A further announcement will be made on 28 December 2023
announcing the result of the Retail Offer.

 

Related party transaction

 

Santi-1990 SL, an undertaking controlled by Nestor Oller, and Maven Income and
Growth VCTs are both substantial Shareholders in the Company (as defined in
the AIM Rules) and have conditionally subscribed for 9,804,000 Subscription
Shares and 13,000,000 Placing Shares at the Issue Price respectively.

 

The participation of Santi-1990 SL and Maven Income and Growth VCTs each
constitutes a related party transactions under Rule 13 of the AIM Rules.

 

 

The Directors having consulted with the Company's Nominated Adviser, Cavendish
Capital Markets Limited, considers that the terms of the participation in the
Fundraising by the Santi-1990 SL and Maven Income and Growth VCTs are fair and
reasonable insofar as the Company's Shareholders are concerned.

 

 Furthermore, certain of the Company's Directors (the "Directors"), have
either themselves or through parties affiliated with them subscribed for an
aggregate of 2,620,000 New Ordinary Shares at the Issue Price as part of the
Subscription, as follows:

 

  Name           Number of New Ordinary Shares conditionally acquired by relevant person and
                 their affiliates
 Matthew Walls   1,000,000
 Sergio Olivero  600,000
 Jordi Puig      120,000
 Huon Gray       500,000
 Paul Foulger    300,000
 Felix Freuh     100,000

 

 

The participation of the Directors each constitute related party transactions
under Rule 13 of the AIM Rules.

 

Accordingly, William Rhodes as independent director, having consulted with the
Company's Nominated Adviser, Cavendish Capital Markets Limited, considers that
the terms of the participation in the Fundraising by the Directors are fair
and reasonable insofar as the Company's Shareholders are concerned.

 

Subscription Agreements

The terms and conditions of each subscription agreement provide that each
subscriber's investment is made at the Issue Price and will complete at the
same time as the Placing, conditional on Admission and the approval of
Shareholders of the Resolutions at the General Meeting.

 

General Meeting

 

The Fundraising and the issue of the New Ordinary Shares are conditional upon,
among other things, the Resolutions being duly passed by Shareholders at the
General Meeting.

 

The Circular, containing further details of the Fundraising and notice of the
General Meeting to be held on or around 11.00 a.m. on 9 January 2024 to, inter
alia, approve the resolutions required to implement the Fundraising, is
expected to be published and despatched to Shareholders on 22 December 2023.
Following its publication, the Shareholder Circular will be available on the
Group's website at https://investors.genincode.com/
(https://investors.genincode.com/) .

 

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM, being the market of that name operated by
the London Stock Exchange ("Admission").

It is expected that admission of the New Ordinary Shares will take place on or
around 8.00 a.m. on 10 January 2024 and that dealings in the New Ordinary
Shares on AIM will commence at the same time.

In addition to the passing of certain Resolutions at the General Meeting, the
Placing and Subscription, are conditional upon, inter alia, Admission becoming
effective. The Placing is not conditional on the Subscription being completed,
nor is any part of the Placing subject to clawback from the Retail Offer.

Following Admission of the Placing Shares and the Subscription Shares and
assuming the full take up of the Retail Offer, the Company will have
195,816,866 Ordinary Shares in issue. The New Ordinary Shares to be issued,
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.

A further announcement will be made in relation to total voting rights in the
Company's share capital following the allotment and issue of the New Ordinary
Shares.

For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of the Company is Matthew Walls, Chief Executive
Officer.

Capitalised terms used in this announcement (this "Announcement") have the
meanings given to them in the Launch Announcement, unless the context provides
otherwise.

This announcement should be read in conjunction with the full text of the
Circular to be posted to Shareholders on 22 December 2023, a copy of which
shall be available on the Company's website
at https://investors.genincode.com/ (https://investors.genincode.com/) .

 

 

Enquiries:

 

 GENinCode Plc                       www.genincode.com (http://www.genincode.com/)  or via Walbrook PR
 Matthew Walls, CEO

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

 Nigel Birks (ECM)

 Dale Bellis / Michael Johnson (Sales)

  Walbrook PR Limited                Tel: 020 7933 8780 or

 Anna Dunphy / Louis Ashe-Jepson /   geincode@walbrookpr.com (mailto:geincode@walbrookpr.com)

 Phillip Marriage                    Mob: +44 (0)7876 741 001 / +44 (0)7747 515 393 / +44 (0) 7867 984 082

 

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