Result of Open Offer and Additional Subscriptions
Genedrive plc has successfully raised approximately £0.91 million through its Open Offer, with 60.7% of shares taken up by existing shareholders, and an additional £0.35 million via further subscriptions from investors, bringing the total gross proceeds from the fundraising to £5.26 million, with net proceeds estimated at £4.9 million. The company's CEO and CFO each subscribed for 5,000,000 shares at 1.0 pence each as part of the Open Offer. Admission of the new ordinary shares is expected on March 10, 2026, at which point the company will have 1,605,568,256 ordinary shares in issue.
Select text to share a quote on X · sign in to keep highlights & notes in your GDR notes
Manchester, UK - 9 March 2026: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, announces that that it has conditionally raised total gross proceeds of approximately £0.91 million through the Open Offer which was announced on 13 February 2026. The Company received valid acceptances for 90,964,264 Open Offer Shares out of the total of 149,760,580 Open Offer Shares which could have been taken up by Qualifying Shareholders. As a result, all subscriptions by Qualifying Shareholders will be met in full. The level of take-up represents 60.7 per cent. and the Board appreciates this support from the Company's existing shareholders.
genedrive is also pleased to announce that subsequent to the announcement of the Fundraising on 13 February 2026 it received additional interest from a number of investors seeking to participate in the Fundraising who, for various reasons, were unable to subscribe for the number of New Ordinary Shares they wished to acquire via either the Placing or the Open Offer. The aggregate amount of this demand is £0.35 million which the Company has accepted by way of additional subscriptions (the "Additional Subscriptions"). The Board considers that it would be materially beneficial to the Company and its Shareholders to secure the additional funding under the Additional Subscriptions and notes that by including the Additional Subscriptions the total number of New Ordinary Shares to be issued pursuant to the Fundraise and the Loan Conversion does not exceed the maximum number that the Company may have issued were the Open Offer to have been fully subscribed.
The Company has agreed to an additional element to the Conditional Subscription to include a subscription for a further 35,000,000 New Ordinary Shares at the Issue Price of 1.0 pence per New Ordinary Share (the "Additional Subscription Shares"), raising gross proceeds of £350,000 from the Additional Subscription. The terms of the Additional Subscription are materially the same as those in the Conditional Subscription, including price, conditions and Admission, which is expected to occur on 10 March 2026.
The Company is seeking authority to allot New Ordinary Shares pursuant to the conditional elements of the Fundraise at the General Meeting on 9th March 2026. The inclusion of the Additional Subscription and proposed issue of the Additional Subscription Shares as part of the Conditional Subscription would remain within the authorities being sought at the General Meeting as the Open Offer has not been fully subscribed.
The Company's major shareholders, Mr. David Nugent and Mr. Robert English, the subscribers for shares under the Firm and Conditional Subscription are supportive of the Additional Subscription and the issue of the Additional Subscription Shares.
It is proposed that the Additional Subscription Shares be included in the Conditional Subscription and Additional Subscription Shares be issued using the additional authority set out in the Resolutions proposed at the General Meeting.
As a result, taking into account the amounts raised in the Firm Subscription and Conditional Subscription (£3.5 million in aggregate), the Additional Subscriptions (£350,000 in aggregate), the Placing (£500,000) and the Open Offer (£909,642), the Company has raised £5.26 million (before expenses) with the net proceeds of the Fundraising (including the Additional Subscriptions and the Open Offer) are estimated to amount to circa £4.9 million. The Company has already received the proceeds of the Firm Subscription. The Conditional Subscription, the Additional Subscriptions, the Placing, the Open Offer and the Loan Conversion are conditional on, inter alia, the passing of resolutions 1 and 2 at the General Meeting (convened for 11.00 a.m. today) and Second Admission occurring no later than 8.00 a.m. on 10 March 2026 (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 31 March 2026).
Related Party Transactions
- Gino Miele and Russ Shaw, the Company's CEO and CFO, respectively, each subscribed for 5,000,000 Open Offer Shares at 1.0 pence each under the terms of the Open Offer. Dr. Gino Miele and Russ Shaw are both related parties of the Company pursuant to the AIM Rules and the participation in the Open Offer by each of them is a related party transactions for the purposes of AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Peel Hunt, that the participation by Dr. Gino Miele and Russ Shaw are fair and reasonable insofar as Shareholders are concerned
Admission and voting rights
In total, 515,964,264 New Ordinary Shares are expected to be issued pursuant to the Conditional Subscription, the Additional Subscriptions, the Placing, the Open Offer and the Loan Conversion. 60,000,000 Firm Subscription Shares were issued on 18 February 2026.
It is expected that Admission of the Conditional Subscription Shares, the Additional Subscription Shares, the Placing Shares, the 90,964,264 Open Offer Shares and the Loan Conversion Shares will become effective at 8.00 a.m. on 10 March 2026. Following Admission, the Company will have 1,605,568,256 Ordinary Shares of £0.00015 each 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.
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.
Dr Gino Miele, CEO of genedrive plc, said: "We are very pleased by the support shown in the Open Offer and thank our shareholders for their continued support. We are particularly grateful for the confidence and significant investment from our major shareholders David Nugent and Robert English and together we look forward to the execution of our strategy and the opportunities ahead."
| a) | Name | 1. Dr. Gino Miele 2. Russ Shaw |
| 2 | Reason for the notification | |
| a) | Position/status | 1. Chief Executive Officer 2. Chief Financial Officer |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | genedrive plc |
| b) | LEI | 213800ZYODIRZ87Y4K14 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.00015 each |
| Identification code | ISIN: GB00B1VKB244 | |
| b) | Nature of the transaction | Purchase of ordinary shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| 1. 1.0 pence 2. 1.0 pence | 5,000,000 5,000,000 | |
| d) | Aggregated information | 1. £50,000.00 2. £50,000.00 |
| - Aggregated volume | ||
| - Price | ||
| e) | Date of the transaction | 6 March 2026 |
| f) | Place of the transaction | Outside of a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.