REG - AIM - Schedule One - GenIP plc

Kingdom HoldingsAnnouncement

18/09/2024 08:45

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RNS Number : 6630E  AIM  18 September 2024

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 GenIP Plc ("GenIP" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 Registered Office & Business address:

 12 New Fetter Lane, London, United Kingdom, EC4A 1JP

 COUNTRY OF INCORPORATION:

 United Kingdom

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 www.genip.ai (http://www.genip.ai)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 GenIP(®) is a UK incorporated company using Generative Artificial
 Intelligence ("GenAI"), whose mission is to empower organisations to better
 evaluate and commercialise technology discoveries through two distinct, yet
 complementary, services namely;

 (a.)  providing bespoke enhanced research reports assessing market potential
 for new technological innovations by using the Company's GenAI driven
 proprietary software, InventionEvaluator(®); and

 (b.)  providing executive recruitment services to match technology
 organisations with experienced executives and business leaders using the
 Company's GenAI-driven proprietary software, Vortechs.

 Both of these new services couple GenAI analytics with expert human review.

 GenIP operates globally but its main business interests are within the United
 Kingdom, the United States and Latin America.

 GenIP is a spin-out of Tekcapital Plc, an AIM listed technology incubator that
 has been successful in identifying and developing various technology
 companies, which effective from 4 June 2024, transferred to the Company
 certain assets and intellectual property connected to InventionEvaluator(®)
 and Vortechs.

 Since then, GenIP completed the transformation of their predecessor products
 through the integration of GenAI technology and as from 1 September 2024,
 offers new services under InventionEvaluator(®) and Vortechs brands.

 The incorporation of GenAI into the Services not only enabled the Company to
 roll out new, improved products but further enhancements are expected over the
 next year, so that InventionEvaluator(®)'s new reports are delivered at a
 fraction of the time previously required and with a vastly expanded data set
 at a reduced incremental cost. Additionally, the Company will, as an add-on
 feature, be able to offer these reports in upwards of 75 languages. In this
 way, the Company seeks to crystalise this opportunity in creating a
 first-to-market advantage, with the focus of offering GenAI analytic tools
 coupled with Vortechs executive search assignments for identifying team
 members that can help bring new innovations to market on a global basis.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of £0.00425 each ("Shares") for which Admission is
 being sought TBC

 The Shares are and will remain freely transferable and have no restrictions as
 to transfer placed on them.

 The issue price of the new Shares: TBC pence (the "Fundraising Price").

 No Shares are or will be held in treasury.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: £1.5 million

 Anticipated market capitalisation on Admission £6.5 million (at the
 Fundraising Price)

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 77.0%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 N/A

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Lord David Lindsay Willetts (Independent Non-Executive Chairman)

 Melissa Mariel Cruz Calderon (Chief Executive Officer)

 Kevin Fitzpatrick (Chief Financial Officer)

 Dr. David Michael Gann (Independent Non-Executive Director)

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):
                                  Pre-Admission             On Admission
 Shareholder                      Shareholding  % Interest  Shareholding  % Interest

 Tekcapital Europe Limited((1))   10,800,000    84.0%       10,800,000    64.2%
 Clifford Gross((2))              1,200,000     9.0%        1,200,000     7.1%
 Selwyn Lloyd((3))                360,000       3.0%        360,000       2.1%

((1)) Tekcapital Europe Limited is a wholly owned subsidiary of Tekcapital
 Plc, from which GenIP was spun-out. Tekcapital Europe Limited will be
 locked-in for 12 months from Admission.

 ((2)) This Clifford Gross is Chief Executive Officer of Tekcapital Plc who
 will also be locked-in for 12 months from Admission.

 ((3)) Selwyn Lloyd is the Chief Technology Officer of GenIP who will also be
 locked-in for 12 months from Admission.
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 None

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)         31 December

 (ii)        4 June 2024

 (iii)       31 March 2025 (unaudited half-year report for the period
 ended 31 December 2024)

       30 June 2025 (audited accounts for the year ended 31 December 2024)

             30 September 2025 (unaudited half-year report for the
 period ended 30 June 2025)

 EXPECTED ADMISSION DATE:

 2 October 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Beaumont Cornish Limited:

 Building 3, 566 Chiswick High Road

 London

 W4 5YA

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Novum Securities Limited:

 7-10 Chandos Street

 London

 W1G 9DQ

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The AIM Admission Document, which will contain full details of the applicant
 and admission of its securities, will be available from the Company's website:
 www.genip.ai (http://www.genip.ai)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Code (2023 update)

 DATE OF NOTIFICATION:

 18 September 2024

 NEW/ UPDATE:

 NEW

((1)) Tekcapital Europe Limited is a wholly owned subsidiary of Tekcapital
Plc, from which GenIP was spun-out. Tekcapital Europe Limited will be
locked-in for 12 months from Admission.

((2)) This Clifford Gross is Chief Executive Officer of Tekcapital Plc who
will also be locked-in for 12 months from Admission.

((3)) Selwyn Lloyd is the Chief Technology Officer of GenIP who will also be
locked-in for 12 months from Admission.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December

(ii)        4 June 2024

(iii)       31 March 2025 (unaudited half-year report for the period
ended 31 December 2024)

      30 June 2025 (audited accounts for the year ended 31 December 2024)

            30 September 2025 (unaudited half-year report for the
period ended 30 June 2025)

 

EXPECTED ADMISSION DATE:

 

2 October 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Beaumont Cornish Limited:

 

Building 3, 566 Chiswick High Road

London

W4 5YA

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Novum Securities Limited:

 

7-10 Chandos Street

London

W1G 9DQ

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The AIM Admission Document, which will contain full details of the applicant
and admission of its securities, will be available from the Company's website:
www.genip.ai (http://www.genip.ai)

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Code (2023 update)

 

DATE OF NOTIFICATION:

 

18 September 2024

 

NEW/ UPDATE:

 

NEW

 

 

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