Completion of Placing
Genedrive completes placing of 50m shares at 1.0p, raising £500k gross; subscription and open offer to follow.
- Placing price 1.0 pence per share
- Placing shares 50,000,000
- Placing gross proceeds £500,000
- Proposed subscription £3.5 million
- Proposed open offer up to approximately £1.5 million
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Manchester, UK - 13 February 2026: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, announces the completion of the placing (the "Placing") which was announced earlier today. The new ordinary shares to be allotted pursuant to the Placing are to be issued at an issue price of 1.0 pence per share (the "Issue Price"). The Company also announced a proposed direct subscription at the Issue Price (the "Subscription", incorporating a Firm Subscription and Conditional Subscription) to raise £3.5 million and that it will also be making an Open Offer to Qualifying Shareholders, also at the Issue Price, to raise up to approximately £1.5 million (the "Open Offer"), which together with the Placing and the Subscription is the "Fundraising".
The Company announces that it has successfully placed 50,000,000 Placing Shares at the Issue Price resulting in gross proceeds of £500,000.
The Fundraising (excluding the Firm Subscription) is conditional on, inter alia, the passing of the Resolutions by Shareholders at a general meeting of the Company which will be convened in due course (the "General Meeting"). The Company expects to post the Circular, including the notice of General Meeting in the coming days.
It is expected that the Placing will complete on or around 8.00 a.m. on 10 March 2026, being the expected date of Admission of the Placing Shares. The Placing is also conditional upon the Placing and Open Offer Agreement between the Company and Peel Hunt becoming unconditional and not being terminated in accordance with its terms.
The Subscription Shares, Placing Shares, Loan Conversion Shares and Open Offer Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.
Applications will be made to the London Stock Exchange for the Firm Subscription Shares, Conditional Subscription Shares, Placing Shares, Loan Conversion Shares and Open Offer Shares as may be subscribed for to be admitted to trading on AIM (each an "Admission"). It is expected that Admission of the Firm Subscription Shares will occur at 8.00 a.m. on 18 February 2026. It is expected that Admission of the Conditional Subscription Shares, Placing Shares, Loan Conversion Shares and Open Offer Shares as are subscribed for will occur at 8.00 a.m. on 10 March 2026 (or such later date as the Company and Peel Hunt may agree, being no later than 8.00 a.m. on 31 March 2026).
General Meeting
The Circular containing a notice convening the General Meeting will be posted to Shareholders over the coming days. The General Meeting is expected to be convened for a date in early March. Further details will be set out in the Circular including the timetable for the Open Offer.
Open Offer to Qualifying Shareholders
In order to provide Shareholders who do not take part in the Subscription or Placing with an opportunity to participate in the Fundraising, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the Circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 149,760,580 Open Offer Shares to raise up to approximately £1.5 million (before fees and expenses) for the Company, on the basis of:
8 Open Offer Shares for every 55 Ordinary Shares held as at the Record Date.
Conditions and right of termination of the Placing
The Placing is conditional upon the Placing and Open Offer Agreement becoming unconditional in respect of the Placing and not having been terminated in accordance with its terms. The Bookrunner's obligations in respect of the Placing and Open Offer Agreement are conditional on customary conditions (the "Conditions"), including (amongst others):
- certain announcement obligations;
- Admission of the Placing Shares occurring no later than 8.00 a.m. (London time) on 10 March 2026 (or such later time and/or date, not being later than 8.00 a.m. (London time) on 31 March 2026 as the Bookrunner may otherwise agree with the Company);
- the passing of the shareholder resolutions in the approved terms to be set out in the notice convening the General Meeting;
- none of the warranties contained in the Placing and Open Offer Agreement, in the opinion of the Bookrunner (acting in good faith), being untrue or inaccurate or misleading at the date of the Placing and Open Offer Agreement or becoming untrue or inaccurate or misleading at any time between such date and Admission of the Placing Shares by reference to the facts and circumstances from time to time subsisting;
- the Company having complied with all of its obligations under the Placing and Open Offer Agreement which fall to be performed or satisfied on or prior to Admission of the Placing Shares;
- the Admission of the Firm Subscription Shares having taken place;
- the execution and delivery of the Placing Supplement; and
- in the opinion of the Bookrunner (in good faith), there having been no Material Adverse Change.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Bookrunner by the relevant time or date specified (or such later time or date as the Company and the Bookrunner may agree); or (ii) the Placing and Open Offer Agreement is terminated in the circumstances specified under "Right to terminate under the Placing and Open Offer Agreement" in the proposed fundraising announcement released via RNS by the Company at c. 14:04 on 13 February 2026 (the "Launch Announcement"), the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular, which shall be posted to Shareholders and made available on the Company's website, www.genedrive.com, in due course. A further announcement will confirm the posting date, other key dates in connection with the Fundraising and the availability of the Circular on the Company's website.
Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the Launch Announcement.
Total Voting Rights
Following First Admission, the Company's enlarged issued ordinary share capital will be 1,089,603,992 ordinary shares. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable, may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.