Result of Placing and Subscription

Genincode

22/01/2026 08:24

RNS Number : 9493P

GENinCode PLC

22 January 2026

 

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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 CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION 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/.

 

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/. 

 

 

Enquiries:

 

GENinCode Plc
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)
Mike Seabrook / Adam Pollock / Aimee McCusker
Tel:+44 (0) 203 179 5300
corporatesales@oberoninvestments.com
Turner Pope Investments (TPI) Ltd (Joint Bookrunner)
Guy McDougall / Andy Thacker
Tel:(0) 20 3657 0050
Walbrook PR Limited
Tel: 020 7933 8780 or
Anna Dunphy / Louis Ashe-Jepson / Phillip Marriage
genincode@walbrookpr.com

 

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