REG - GENinCode PLC - Result of Placing and Subscription

GenincodeAnnouncement

14/02/2025 10:15

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RNS Number : 1948X  GENinCode PLC  14 February 2025

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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
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INSIDE INFORMATION.

 

 

 

14 February 2025

 

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) through the issue of an
aggregate of 108,108,108 New Ordinary Shares under the Placing and
Subscription, each at the Issue Price of 3.7 pence per share.

 

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.

 

Cavendish and Oberon are acting as agents 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 7.05 a.m.
on 14 February 2025. A further announcement is expected to be made on 18
February 2025 announcing the result of the Retail Offer.

 

Certain of the Company's Directors (the "Directors"), have either themselves
or through parties affiliated with them subscribed for an aggregate of
4,662,162 New Ordinary Shares at the Issue Price as part of the Subscription,
as follows:

 

 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.

 

 

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 3 March 2025 to, inter
alia, approve the resolutions required to implement the Fundraising, is
expected to be published and despatched to Shareholders on 14 February 2025.
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 4 March 2025 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 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
298,586,048 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 14 February 2025, a copy of which
shall be available on the Company's website
at https://investors.genincode.com/ (https://investors.genincode.com/) .

 

 

Enquiries:

 

 GENinCode Plc

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

 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)

 

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