Result of Open Offer and REX Offer
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Manchester, UK - 30 May 2024: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, is pleased to announce that it has conditionally raised total gross proceeds of approximately £2.03 million through the Open Offer and a further circa £1.89 million through the REX Offer both of which were announced on 9 May 2024.
As a result, taking into account the amounts raised in the Firm Placing (circa £168,000) and the Conditional Placing (circa £1.9 million), which were also announced on 9 May 2024, the Company has conditionally raised £6.0 million which was the required minimum amount needed to be raised in order for the Fundraising (other than the Firm Placing which has already completed) to become unconditional. The Conditional Placing, the Open Offer and the REX Offer are still conditional on, inter alia, the passing of resolutions 1 and 2 at the General Meeting (convened for tomorrow at 11.00 a.m.) and Second Admission occurring no later than 8.00 a.m. on 3 June 2024 (or such later time and/or date as may be agreed between the Company and Peel Hunt, being no later than 8.00 a.m. on 17 June 2024).
Result of the Open Offer
The Company received valid acceptances for 135,177,430 Open Offer Shares which is slightly less than the 143,141,481 Open Offer Shares that were offered to Qualifying Shareholders. As a result, all subscriptions by Qualifying Shareholders will be met in full. The level of take-up represents 94.4 per cent. and the Board appreciates this strong support from the Company's existing shareholders.
Result of the REX Offer
The REX Offer will result in the issue of a total of 126,022,576 REX Offer Shares.
In total, 388,826,006 New Ordinary Shares will be issued pursuant to the Conditional Placing, the Open Offer and the REX Offer. The net proceeds of the Fundraising are estimated to be approximately £5.47 million.
Application has been made to the London Stock Exchange for the admission of 388,826,006 New Ordinary Shares to trading on AIM ("Second Admission"). This comprises (i) 127,626,000 Conditional Placing Shares; (ii) 135,177,430 Open Offer Shares; and (iii) 126,022,576 REX Offer Shares. These New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Directors' participation in the REX Offer or Open Offer
The following Directors have participated in the REX Offer or the Open Offer at the Issue Price of 1.5p per share.
| Name of Director | Position | Number of New Ordinary Shares |
|---|---|---|
| Russ Shaw | Chief Financial Officer | 1,700,000 |
| Dr. Gino Miele | Chief Scientific Officer | 1,000,000 |
| Dr. Ian Gilham | Non-Executive Chairman | 666,666 |
| Chris Yates | Non-Executive Director | 200,000 |
As the above Directors are related parties of the Company pursuant to the AIM Rules, the participation in the Fundraising by each of them is a related party transaction for the purposes of AIM Rule 13. In the absence of any independent Directors (as they have all participated in the Fundraising (James Cheek and Tom Lindsay subscribed for Firm Placing Shares as set out in the announcement by the Company dated 10 May 2024) the Company's nominated adviser, Peel Hunt, confirms that the participation in the Fundraising by Russ Shaw, Dr. Gino Miele, Dr. Ian Gilham and Chris Yates is fair and reasonable insofar as Shareholders are concerned.
Admission of the New Ordinary Shares and total voting rights
It is expected that Admission of the Conditional Placing Shares, the Open Offer Shares and the REX Offer Shares will become effective at 8.00 a.m. on 3 June 2024. Following Admission, the Company will have 543,141,481 Ordinary Shares of 1.5p in issue each with equal voting rights. No shares are held in treasury.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the applicable announcement of the Fundraising made by the Company on 9 May 2024.
Commenting on the Open Offer and REX Offer take up, James Cheek, CEO of genedrive plc, said: "We are delighted with the response from our retail shareholders and other investors to this financing which will enable the Company to further drive market penetration and sales of its MT-RNR1 test and its CYP2C19 test whilst also progressing our U.S. regulatory plans for our MT-RNR1 test. Nearer term we await NICE's final decision on the recommendation for our CYP2C19 test which is due on 10 July 2024 and we are very encouraged by the ongoing performance of this test in the DEVOTE programme as announced by the Company on 21 May."
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