Result of Placing & Subscription
Company raises £5.92 million through oversubscribed placing and subscription at 0.5 pence per share.
- Gross proceeds from Placing and Subscription £5.92 million
- Issue Price 0.5 pence per share
- Placing Shares 1,175,648,304
- Subscription Shares 7,439,092
- Tutivia test Medicare reimbursement $2,650 per test
- US transplant patients covered by Medicare approximately 68%
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Capitalised terms in this announcement have the same meaning as in the announcement issued at 07.00 a.m. today relating to the launch of the Fundraising unless otherwise indicated
Verici Dx plc
("Verici Dx" or the "Company")
Result of Placing & Subscription raising gross proceeds of approximately £5.92 million ($7.96 million)
Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces that further to the Company's announcement earlier today, it has successfully concluded the oversubscribed Bookbuild for its Placing to raise gross proceeds of approximately £5.88 million ($7.90 million) (before expenses), through the placing of 1,175,648,304 Placing Shares with existing and new investors at the Issue Price of 0.5 pence. 49.4 per cent. of the Placing Shares are intended to be EIS/VCT qualifying (the "EIS/VCT Shares"). In addition, a US investor who is also an existing shareholder has subscribed for 7,439,092 Subscription Shares at the Issue Price raising a further £37,195 (approximately $50,000) (before expenses).
The 1,175,648,304 Placing Shares represent approximately 484.7 per cent. of the existing issued share capital of the Company. The Subscription Shares represent approximately 3.1 per cent. of the existing issued share capital of the Company.
Singer Capital Markets and Oberon Capital are acting as placing agents for and on behalf of the Company in respect of the Placing.
At a general meeting of the Company held on 27 May 2025, allotment and disapplication of pre-emption rights authorities were obtained which enable the Directors to issue and allot new Ordinary Shares for cash up to a maximum aggregate nominal amount of £2,000,000 (representing 2,000,000,000 new Ordinary Shares in the capital of the Company) (the "May 2025 Authorities"). These May 2025 Authorities will be sufficient for the proposed Fundraising and will be used for the purposes of issuing any new Ordinary Shares pursuant to the Fundraising. Consequently, the Company would not need to obtain further authorities to issue and allot new Ordinary Shares in the Fundraising on a non-pre-emptive basis.
Admission
Application will be made to the London Stock Exchange for admission of the Placing Shares, the Subscription Shares and any other New Ordinary Shares to be issued in connection with the Fundraising. It is expected that admission of the Placing Shares and the Subscription Shares (along with any other New Ordinary Shares to be issued in connection with the Fundraising (excluding any WRAP Retail Offer Shares)) will become effective and that dealings in all of the New Ordinary Shares to be issued pursuant to the Fundraising will commence at 8.00 a.m. on 24 July 2025 ("Admission").
The Placing Shares and the Subscription Shares (and any other New Ordinary Shares issued pursuant to the Fundraising), when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
WRAP Retail Offer
As previously indicated, a WRAP Retail Offer is proposed to be launched via the Winterflood Retail Access Platform to provide new and existing retail investors with an opportunity to take part in the Fundraising at the same Issue Price as the Placing and the Subscription. Further details about the WRAP Retail Offer will be provided by the Company by separate announcement in due course.
Sara Barrington, CEO of Verici Dx, commented:
"We are very excited that we can now deploy these funds to accelerate commercial growth and support the scale up of revenues from our lead product, Tutivia™, a test for acute rejection post-transplant. We are delighted with the support received from both existing and new institutional investors, which allows us to exploit this large and growing commercial opportunity where current testing technology cannot provide accurate results and are not utilized, as well as displace existing biomarker tests.
"Tutivia™ is already being used by 20 ordering centres in the US and is fully reimbursed by Medicare at a price of $2,650 a test, providing coverage for approximately 68% of US transplant patients. These funds will support the commercial scale up of a suite of next generation blood-based tests and improve patient outcomes for the 28,000 patients undergoing kidney transplants in the US each year."
Related Party Transactions - AIM Rule 13 Disclosures
Further to the announcement released by the Company at 7.00 a.m. on 21 July 2025, Christopher Mills / Harwood Capital LLP1 ("Harwood Capital") has confirmed its conditional participation in the Placing and will invest in 174,000,000 Placing Shares for consideration of £870,000 at the Issue Price. Immediately prior to this announcement, Harwood Capital owned 36,390,843 Ordinary Shares, representing approximately 15.0 per cent. of the Company's existing issued ordinary share capital. As a Substantial Shareholder (as defined in the AIM Rules), the participation of Harwood Capital in the Placing constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.
Additionally, the following directors and persons discharging managerial responsibilities, have conditionally participated in the Placing for, 11,000,000 Ordinary Shares at the Issue Price, raising gross proceeds of approximately £55,000.
| Director | Number of Ordinary Shares held as at the date of this Announcement | Number of Placing Shares subscribed for in the Placing | Number of Ordinary Shares held on Admission | Percentage of issued ordinary share capital as enlarged by the Placing and the Subscription 2 |
|---|---|---|---|---|
| Julian Baines | 1,629,490 | 4,000,000 | 5,629,490 | 0.39% |
| Sir Ian Carruthers | 100,000 | 2,000,000 | 2,100,000 | 0.15% |
| Sara Barrington | 0 | 4,000,000 | 4,000,000 | 0.28% |
| David Anderson | 0 | 1,000,000 | 1,000,000 | 0.07% |
The independent Directors, (being Dr Erik Lium, James McCullough and Dr Lorenzo Gallon) having consulted with SCM Advisory as the Company's nominated adviser, consider that the participation by Harwood Capital, Julian Baines, Sir Ian Carruthers, Sara Barrington and David Anderson in the Placing are each fair and reasonable in so far as shareholders are concerned.
Notes
2 This assumes the issue of the 1,175,648,304 Placing Shares and the 7,439,092 Subscription Shares only and does take into account any new issuance under the WRAP Retail Offer
Total Voting Rights
A further announcement will be made in relation to total voting rights in the Company's ordinary share capital following completion of the WRAP Retail Offer, when the total number of New Ordinary Shares to be issued pursuant to the Fundraising will be known.
| Verici Dx plc | www.vericidx.com |
| Sara Barrington, CEO | Via Walbrook PR |
| Julian Baines, Chairman | |
| Singer Capital Markets (Nominated Adviser, Broker and Joint Bookrunner) | Tel: +44 (0)20 7496 3000 |
| Philip Davies / Sam Butcher | |
| Oberon Capital (Joint Broker and Joint Bookrunner) | Tel: +44 (0)20 3179 0500 |
| Mike Seabrook / Adam Pollock / Jessica Cave | |
| Walbrook PR (Media & Investor Relations) | Tel: +44 (0)20 7933 8780 or vericidx@walbrookpr.com |
| Alice Woodings / Paul McManus | Mob: +44 (0)7407 804 654 / +44 (0)7980 541 893 |
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