Publication of circular, notice of GM & timetable
Genedrive PLC has announced an Open Offer to raise up to approximately £1.5 million by offering 149,760,580 new shares at an issue price of 1.0 pence each, based on 8 Open Offer Shares for every 55 Existing Ordinary Shares held. This fundraising, along with a firm subscription and a placing, is conditional on shareholder approval at a General Meeting scheduled for March 9, 2026. The deadline for applications and payment under the Open Offer is March 6, 2026. The company's CEO and CFO intend to subscribe for £50,000 worth of shares each.
Select text to share a quote on X · sign in to keep highlights & notes in your GDR notes
Manchester, UK - 19 February 2026: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, announces that further to the announcement on 13 February 2026 confirming the completion of the Placing, a Circular will shortly be published on the Company's website, www.genedrive.com, and will be posted to Shareholders later today. The Circular contains the notice convening the General Meeting to be held at 11.00 a.m. on 9 March 2026.
In order to provide Shareholders with an opportunity to participate in the Fundraising, the Company will today make the Open Offer to Qualifying Shareholders on the terms and conditions set out in the Circular. The Open Offer provides all Qualifying Shareholders with the opportunity to subscribe at the Issue Price of 1.0 pence for an aggregate of up to 149,760,580 Open Offer Shares to raise up to circa £1.5 million (before fees and expenses) for the Company, on the basis of:
8 Open Offer Shares for every 55 Existing Ordinary Shares held as at the Record Date.
The Fundraising (excluding the Firm Subscription) is conditional on, amongst other matters, the passing of the Resolutions at the General Meeting. The Firm Subscription completed at 8.00 a.m. on 18 February 2026. The Placing, the Conditional Subscription and the Open Offer are conditional upon the Placing and Open Offer Agreement between the Company and Peel Hunt LLP becoming unconditional and not being terminated in accordance with its terms.
Qualifying Shareholders are also invited to apply for additional Open Offer Shares (up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer less their Basic Entitlement as set out in the Circular) as an Excess Open Offer Entitlement. The latest time for application and payment in full under the Open Offer is 11.00 a.m. on 6 March 2026.
- Gino Miele and Russ Shaw, the Company's CEO and CFO, respectively, each intend to subscribe for £50,000 worth of Open Offer Shares under the terms of the Open Offer.
Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in the Circular.
Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the announcement of the Fundraising made via RIS on 13 February 2026.
Open Offer Timetable
| Event | Date |
| Announcement of the Fundraising | 2:04 p.m. on 13 February 2026 |
| Announcement of results of the Placing | 4.22 p.m. on 13 February 2026 |
| Record Date for entitlement under the Open Offer | 6.00 p.m. on 17 February 2026 |
| First Admission and commencement of dealings in the Firm Subscription Shares | 8.00 a.m. on 18 February 2026 |
| Posting of the Circular | 19 February 2026 |
| Ex-entitlement Date of the Open Offer | 8.00 a.m. on 19 February 2026 |
| Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders | as soon as possible after 8.00 a.m. on 20 February 2026 |
| Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. on 26 February 2026 |
| Latest time and date for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 27 February 2026 |
| Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 4 March 2026 |
| Latest time and date of receipt of completed Forms of Proxy to be valid at the General Meeting | 11.00 a.m. on 5 March 2026 |
| Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 6 March 2026 |
| Publication of the results of the Open Offer | 9 March 2026 |
| General Meeting | 11.00 a.m. on 9 March 2026 |
| Publication of result of the General Meeting | 9 March 2026 |
| Second Admission and commencement of dealings in the Conditional Subscription Shares, the Placing Shares, the Loan Conversion Shares and such number of Open Offer Shares applied for | 8.00 a.m. on 10 March 2026 |
| CREST accounts to be credited with New Ordinary Shares allotted at Second Admission | as soon as possible on 10 March 2026 |
| Dispatch of definitive share certificates for New Ordinary Shares in certificated form | within 10 Business Days of Second Admission |
Notes
- Each of the times and dates set out in the above timetable and mentioned in this announcement is subject to change by the Company (with the agreement of Peel Hunt LLP), in which event details of the new times and dates will be notified to London Stock Exchange plc and the Company will make an appropriate announcement to a Regulatory Information Service.
- References to times in this announcement are to London time unless otherwise stated
This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
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.