REG - GENinCode PLC - Result of Placing and Subscription

GenincodeAnnouncement

22/01/2026 08:30

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RNS Number : 9493P  GENinCode PLC  22 January 2026

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PLEASE SEE THE 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
PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF
INSIDE INFORMATION.

 

 

 

22 January 2026

 

GENinCode Plc

("GENinCode" or the "Company")

 

Result of Placing and Subscription

 

 

Further to the announcement made yesterday 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 £3.9 million (before expenses) through the issue of an
aggregate of 388,145,000  New Ordinary Shares under the Placing and
Subscription, each at the Issue Price of 1 pence per share.

 

The Issue Price of 1 pence represents a discount of 47.4 per cent. to the
closing middle market price of 1.90 pence per Ordinary Shares on 20 January
2026, being the last business day prior to the announcement of the
Fundraising.

 

Cavendish, Oberon and Turner Pope 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 5.26 p.m.
on 21 January 2026. A further announcement is expected to be made on 26
January 2026 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
23,000,000 New Ordinary Shares at the Issue Price as part of the Fundraising,
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          14,737,636                          5.14%                                        500,000                                        15,237,636                                          2.1%
 Matthew Walls       12,235,473                          4.26%                                        2,000,000                                      14,235,473                                          2.0%
 Sergio Olivero      7,417,243                           2.59%                                        17,500,000                                     24,917,243                                          3.4%
 Paul Foulger ((3))  1,273,587                           0.44%                                        1,500,000                                      2,773,587                                           0.4%
 Huon Gray           905,405                             0.32%                                        1,000,000                                      1,905,405                                           0.3%
 Felix Freuh         100,000                             0.03%                                        500,000                                        600,000                                             0.1%

(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)   Placing to be undertaken by Paul Foulger.

 

 

 

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 February 2026 to,
inter alia, approve the resolutions required to implement the Fundraising, is
expected to be published and despatched to Shareholders on 22 January 2026.
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. 11 February 2026 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
725,027,042 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 January 2026, 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 (Nomad, Broker and Joint Bookrunner)  Tel: +44 (0) 20 7220 0500
 Giles Balleny / Trisyia Jamaludin (Corporate Finance)

 Nigel Birks (Life Sciences Specialist Sales)

 Harriet Ward (Corporate Broking)

 Dale Bellis / Michael Johnson (Sales)

 Oberon Capital (Joint Bookrunner)                                       Tel: +44 (0) 203 179 5300

 Mike Seabrook / Adam Pollock / Aimee McCusker                           corporatesales@oberoninvestments.com

                                                                       (mailto:corporatesales@oberoninvestments.com)

 Turner Pope Investments (TPI) Ltd (Joint Bookrunner)                    Tel: (0) 20 3657 0050

 Guy McDougall / Andy Thacker

 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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