REG - GENinCode PLC - Retail Offer

GenincodeAnnouncement

14/02/2025 07:15

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RNS Number : 1040X  GENinCode PLC  14 February 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT
INTENDED TO BE INVESTMENT ADVICE.

 

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GENINCODE PLC.

 

 

 

14 February 2025

 

GENINCODE PLC

 

("GENinCode" or the "Company")

 

Retail Offer by RetailBook

 

·      GENinCode announces a conditional retail offer of new Ordinary
Shares via RetailBook (https://www.retailbook.com/) ;

·      The Issue Price for the new Ordinary Shares is 3.7 pence per new
Ordinary Share, representing a discount of 5.13 per cent to the closing
mid-price of the Company's existing Ordinary Shares on 13 February 2025;

·      Investors can take part through RetailBook's partner network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation);

·      Applications for new Ordinary Shares through these partners can
be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts ("GIAs");

·      The Retail Offer is available to both existing shareholders and
new investors;

·      There is a minimum subscription of £50 per investor in the
Retail Offer;

·      No commission will be charged by RetailBook on applications to
the Retail Offer;

·      The Retail Offer has a maximum allocation of £500,000;

·      The Retail Offer is expected to close at 5 p.m. on 17 February
2025;

·      Completion of the Retail Offer is conditional on completion of
the Placing and Admission.

 

 

 

The Retail Offer

 

 

GENinCode (AIM: GENI.L), the genetics company focussed on the prevention of
cardiovascular disease ("CVD") and the early detection of ovarian cancer is
pleased to announce a conditional retail offer of new ordinary shares in the
capital of the Company ("Ordinary Shares") via RetailBook (the "Retail Offer")
at an issue price of 3.7 pence per new Ordinary Share (the "Issue Price"),
being a discount of 5.13 per cent to the closing mid-price of the Company's
existing Ordinary Shares on 13 February 2025. The Company is also conducting a
placing of new Ordinary Shares to institutional investors by way of an
accelerated bookbuilding process (the "Placing") and proposed subscription
 by entities associated with Nestor Oller and certain Directors (the
"Subscription", together with the Placing and Retail Offer, the
"Fundraising"), as announced by the Company earlier today. For the avoidance
of doubt, the Retail Offer is not part of the Placing.

 

The Fundraising is conditional on approval of certain shareholder resolutions
(at the general meeting of the Shareholders to be held on 3 March 2025. The
Retail Offer is further conditional on the new Ordinary Shares to be issued
pursuant to the Retail Offer and the Placing and Subscription being admitted
to trading on AIM ("Admission"). Admission is expected to take place at 8:00
a.m. on 4 March 2025.

 

The Retail Offer will not be completed without the Placing also being
completed.

 

The Company will use the gross proceeds of the Fundraising to fund the
completion of its 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.

 

Reason for the Retail Offer

 

The Company values its retail shareholder base and believes that it is in the
best interests of shareholders as well as wider stakeholders, to provide
retail investors in the United Kingdom the opportunity to participate in the
Retail Offer.

 

The Retail Offer is open to eligible investors resident and physically located
in the United Kingdom following release of this announcement. The Retail
Offer is expected to close at 5 p.m. on 17 February 2025 and may close earlier
at the discretion of the Company or if it is oversubscribed.

 

Investors can participate through RetailBook's partner network of investment
platforms, retail brokers and wealth managers, subject to such partners'
participation.

 

Applications for new Ordinary Shares through participating partners can be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact
their investment platform, retail broker or wealth manager for details of
their terms and conditions, process and any relevant fees or charges.

 

The new Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

Brokers wishing to offer their customers access to the Retail Offer and future
RetailBook transactions, should contact partners@retailbook.com. Retail
investors that wish to receive alerts for future RetailBook transactions
should sign up here: https://www.retailbook.com/sign-up-new.

 

Eligibility for the Retail Offer

 

The Retail Offer is available to new and existing shareholders of the Company.
To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating partner.

 

Eligible investors wishing to subscribe for new Ordinary Shares should contact
their investment platform, retail broker or wealth manager to confirm if they
are participating in the Retail Offer.

 

Some partners
may only accept applications from existing shareholders and/or existing customers.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges. Note, no
commission will be charged to investors by RetailBook in connection with the
Retail Offer.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

 Investors should also note that the Retail Offer will remain open alongside
a live share price and the market price of the shares may be less than the
Issue Price.

 

It is a term of the Retail Offer that the aggregate value of the shares
available for subscription at the Issue Price does not exceed £500,000.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the new Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of your
investment in the Company and any income from it is not guaranteed and can go
down as well as rise due to stock market and currency movements. When you sell
your investment, you may get back less than the amount originally invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Enquiries

 

 GENinCode Plc                                        www.genincode.com or via Walbrook PR

 Matthew Walls, CEO
 RetailBook Limited                                   capitalmarkets@retailbook.com (mailto:capitalmarkets@retailbook.com)

 Aaqib Mirza / Michael Ward

 Walbrook PR Limited                                  Tel: 020 7933 8780 or

 Anna Dunphy / Louis Ashe-Jepson / Phillip Marriage   genincode@walbrookpr.com

 

Further information on the Company can be found on its website at
https://investors.genincode.com/.

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

It is a term of the Retail Offer that the total value of the new Ordinary
Shares available for subscription at the Issue Price under (i) the Retail
Offer; and (ii) any other offer to the public in the United Kingdom falling
within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of
€8 million. The Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section 86(1)(e) and
86(4) of FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the Financial Conduct
Authority, or for approval of the same by the Financial Conduct Authority. The
Retail Offer is not being made into any jurisdiction other than the United
Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The new Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the new Ordinary Shares is being made in the United States. The
new Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been, and will
not be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Ordinary Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

RetailBook is a proprietary technology platform owned and operated by Retail
Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG).
Retail Book Limited ("RetailBook") is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (FRN 994238).

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Retail Book expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by
the Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of RetailBook or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. RetailBook and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

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 or
target dividend per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings or
dividends 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.
The new Ordinary Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

No other documents or materials are incorporated into, or form part of this
financial promotion and RetailBook has not carried out any verification or due
diligence in respect of any such other documents.

 

 

 

END

 

 

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