Result of GM, Director Shareholdings and TVR
GENinCode Plc announced that all resolutions concerning its placing, subscription, and retail offer were passed at a General Meeting, with resolutions to allot shares and disapply pre-emption rights receiving overwhelming support of 99.99% and 99.98% respectively. Following admission on or around February 11, 2026, the company's total issued share capital will be 753,041,137 ordinary shares, with a total of 466,159,095 new shares being admitted to trading. Several directors subscribed for new ordinary shares, with Sergio Olivero subscribing for 17,500,000 shares, Matthew Walls for 2,000,000, and Paul Foulger for 1,500,000, among others.
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GENinCode plc (AIM: GENI), the polygenics company focused on the prevention of cardiovascular disease ("CVD") and risk assessment of ovarian cancer, announces that all resolutions put to Shareholders at the General Meeting held earlier today in connection with the placing, subscription and retail offer announced by the Company on 21 January 2026 were duly passed.
| Resolution | For | Against | Withheld | Total votes cast | |||
|---|---|---|---|---|---|---|---|
| Number of votes | % | Number of votes | % | Number of votes | |||
| 1 | Ordinary resolution to authorise the directors to allot shares | 143,609,162 | 99.99% | 17,570 | 0.01% | 7,500 | 143,626,732 |
| 2 | Special resolution to authorise the directors to disapply pre-emption rights | 143,604,972 | 99.98% | 21,760 | 0.02% | 7,500 | 143,626,732 |
- A vote "Withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against", nor in the aggregate figure of total votes cast.
Director Shareholdings
| Name | Number of existing Ordinary Shares | Percentage of Existing Issued Share Capital | Number of Subscription Shares allocated (1) | Number of Ordinary Shares held following Admission | Percentage of Enlarged Share Capital following Admission |
|---|---|---|---|---|---|
| Jordi Puig (3 ) | 14,737,636 | 5.14% | 500,000 | 15,237,636 | 2.0% |
| Matthew Walls | 12,235,473 | 4.26% | 2,000,000 | 14,235,473 | 1.9% |
| Sergio Olivero | 7,417,243 | 2.59% | 17,500,000 | 24,917,243 | 3.3% |
| Paul Foulger (2 ) | 1,273,587 | 0.44% | 1,500,000 | 2,773,587 | 0.4% |
| Huon Gray (4 ) | 905,405 | 0.32% | 1,000,000 | 1,905,405 | 0.3% |
| Felix Freuh | 100,000 | 0.03% | 500,000 | 600,000 | 0.1% |
- Paul Foulger participating through the Placing and includes Ordinary Shares held by Laura Deegan, Paul Foulger's wife.
- Includes Ordinary Shares held by Sonia Rodriguez Clemente, Jordi Puig's wife.
- Includes shares held by Marion Gray, Huon Gray's wife.
Admission and Total Voting Rights
Following shareholder approval at the general meeting and conditional on admission, a total of 466,159,095 new Ordinary Shares (comprising 300,800,000 Placing Shares, 87,345,000 Subscription Shares, 58,000,000 Additional Subscription Shares and 20,014,095 Retail Shares will be admitted to trading on AIM ("Admission") at 8.00 a.m. on or around 11 February 2026.
Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 753,041,137 with each Ordinary Share carrying the right to one vote. There are no shares held in treasury and therefore, following Admission, the total number of voting rights in the Company will be 753,041,137.
Capitalised terms used in this announcement have the meaning given to them in the announcement dated 21 January 2026 and 6 February 2026, unless otherwise defined in this announcement.
| Oberon Capital (Joint Bookrunner) Mike Seabrook / Adam Pollock / Aimee McCusker | Tel: +44 (0) 203 179 5300 corporatesales@oberoninvestments.com | |||||
| Turner Pope Investments (TPI) Ltd (Joint Bookrunner) Guy McDougall / Andy Thacker | Tel: (0) 20 3657 0050 | |||||
| Walbrook PR Limited | Tel: 020 7933 8780 or | |||||
| Anna Dunphy | genincode@walbrookpr.com | |||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1. Jordi Puig 2. Matthew Walls 3. Sergio Olivero 4. Paul Foulger 5. Huon Gray 6. Felix Freuh | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | 1. Chief Operations Officer 2. Chief Executive Officer 3. Non-Executive Director 4. Chief Financial Officer 5. Non-Executive Director 6. Non-Executive Director | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | GENinCode Plc | ||||
| b) | LEI | 213800UX6TE7K65O2892 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1 pence each GB00BL97B504 | ||||
| b) | Nature of the transaction | 1,2,3,5,6: Subscription for New Ordinary Shares 4: Subscription for New Ordinary Shares through Placing | ||||
| c) | Price(s) and volume(s) |
pence 500,000 2 1 pence 2,000,000 3 1 pence 17,500,000 4 1 pence 1,500,000 5 1 pence 1,000,000 6 1 pence 500,000 | ||||
| d) | Aggregated information - Aggregated volume - Price | n/a - single transaction | ||||
| e) | Date of the transaction | 9 February 2026 | ||||
| f) | Place of the transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.