REG - GENinCode PLC - Retail Offer

GenincodeAnnouncement

21/01/2026 17:30

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RNS Number : 8512P  GENinCode PLC  21 January 2026

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, THE REPUBLIC OF 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 WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

21 January 2026

 

GENinCode Plc

("GENinCode" or the "Company")

 

WRAP Retail Offer for up to £500,000

 

GENinCode Plc (AIM: GENI), the genetics company focused on the prevention of
cardiovascular disease ("CVD") and the early detection of ovarian cancer, is
pleased to announce a retail offer via the Winterflood Retail Access Platform
("WRAP") to raise up to £500,000 (the "WRAP Retail Offer") through the issue
of new ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares").  Under the WRAP Retail Offer up to 50,000,000 new
Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a
price of 1 pence per share.

 

In addition to the WRAP Retail Offer and as announced 21 January 2026, the
Company is also proposing a placing and subscription of new Ordinary Shares
(the "Placing Shares" and "Subscription Shares" and together with the WRAP
Retail Offer Shares, the "New Ordinary Shares") to raise a minimum of £3.5
million (before expenses) through a bookbuild process (the "Placing") and
subscription (the "Subscription") at a price of 1 pence per New Ordinary Share
(the "Issue Price"). The Issue Price represents a discount of approximately
47.4 per cent. to the mid-market closing price of an Ordinary Share on 20
January 2026 (being the latest practicable date prior to this announcement).
The issue price of the WRAP Retail Offer Shares is equal to the Issue Price.

 

A separate announcement has been made regarding the Placing and its terms and
sets out the reasons for the Placing and use of proceeds.  The proceeds of
the WRAP Retail Offer will be utilised in the same way as the proceeds of the
Placing.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the WRAP Retail Offer.

 

The issue of the Retail Offer Shares is conditional upon, inter alia, the
approval of certain resolutions to be put to shareholders of GENinCode at a
general meeting, which is expected to be held on 9 February 2026.

 

The WRAP Retail Offer and the Placing are conditional on the New Ordinary
Shares being admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective and that dealings in the New Ordinary Shares
will commence on AIM at 8:00 a.m. on 11 February 2026.

 

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being new or existing shareholders of
GENinCode, following release of this announcement and through certain
financial intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for Retail Offer
Shares should contact their broker or wealth manager who will confirm if they
are participating in the Retail Offer.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

The Retail Offer is expected to close at 12.00 p.m. on 26 January 2026.
Eligible retail investors should note that financial intermediaries may have
earlier closing times. The result of the Retail Offer is expected to be
announced by the Company  on or around 26 January 2026.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size and timings of the retail
offer at its discretion. The Company reserves the right to scale back any
order and to reject any application for subscription under the WRAP Retail
Offer without giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid, and have
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

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 Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

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

 

The Retail Offer is offered in the United Kingdom under an exception from
prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of The
Public Offers and Admission to Trading Regulations 2024 and under an exemption
from the requirement to publish a prospectus under the FCA's Prospectus Rules:
Admission to Trading on a Regulated Market sourcebook. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

 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)

 

 

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

 

The Company's LEI is 213800UX6TE7K65O2892.

 

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.

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or 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.

 

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. This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Ordinary Shares in any
such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

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 may constitute 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 Winterflood 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 FCA,
the 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 Winterflood 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. Winterflood 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.

 

Any indication in this announcement of the price at which the Ordinary Share
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 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 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.

 

Cavendish Capital Markets Limited, which is authorised and regulated by the
FCA in the United Kingdom, is acting Nominated Adviser and Broker to the
Company in connection with the Placing. Cavendish Capital Markets Limited has
not authorised the contents of, or any part of, this announcement, and no
liability whatsoever is accepted by Cavendish Capital Markets Limited for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information. The responsibilities of Cavendish
Capital Markets Limited as the Company's Nominated Adviser under the Market
Rules for Companies and the Market Rules for Nominated Advisers are owed
solely to London Stock Exchange plc and are not owed to the Company or to any
director or shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.

 

 

 

 

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