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WRAP Retail Offer for up to £200,000

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Verici Dx plc announced a WRAP Retail Offer to raise up to £200,000 through the issuance of new ordinary shares at 0.35 pence per share, in addition to a prior placing that raised approximately £2.5 million at the same price. The company is offering up to 57,142,857 new ordinary shares under the retail offer, with proceeds to be used similarly to the placing funds. The retail offer is conditional on shareholder approval at a General Meeting expected on June 22, 2026, with admission to AIM anticipated around June 23, 2026. The WRAP Retail Offer is open to eligible retail investors in the United Kingdom and is expected to close on June 11, 2026.

Full announcement

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Verici Dx Plc, (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £200,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares"). Under the WRAP Retail Offer up to 57,142,857 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of 0.35 pence per share.

In addition to the WRAP Retail Offer and as announced at 11.40 a.m. and 5.41 p.m. on 5 June 2026, the Company has raised approximately £2.5 million through a Placing of 700,000,000 new Ordinary Shares at an issue price of 0.35 pence per Ordinary Share (the "Issue Price"). The Issue Price represents a discount of 17.6 per cent. to Verici Dx's closing mid-price on 4 June 2026 (being the last practicable day prior to the publication of the Proposed Fundraising announcement). The WRAP Issue Price is equal to the Issue Price.

The announcement at 11.40 a.m. on 5 June 2026 sets out the terms, reasons for the Placing and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Placing.

The issue of the WRAP Retail Offer Shares is conditional upon:

  • the passing of certain resolutions to be put to shareholders of Verici Dx plc at a General Meeting, which is expected to be held at Shoosmiths LLP's London office at 1 Bow Churchyard, London EC4M 9DQ at 11.30 a.m. on 22 June 2026; and

•

  • the new Ordinary Shares being admitted to trading on AIM ("WRAP Admission").

It is anticipated that WRAP Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM, at or around 08.00 a.m. on 23 June 2026.

Sign up to WRAP Deal Notifications at: www.winterflood.com/wrap

WRAP Retail Offer

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of Verici Dx plc, following release of this announcement and through certain financial intermediaries.

Eligible retail shareholders seeking to invest in WRAP Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ("EIS"). Further information in relation to the potential eligibility of the WRAP Retail Offer Shares under the EIS is provided below.

Investors looking to rely on this relief must read and understand the further information provided below in relation to the potential EIS eligibility of the WRAP Retail Offer Shares.

The WRAP Retail Offer is expected to close at 2.00 p.m. on 11 June 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the WRAP Retail Offer is expected to be announced by the Company on or around 12 June 2026.

There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

Enterprise Investment Scheme ("EIS")

The Company last applied for and received advance assurance on 11 July 2025 from HM Revenue & Customs ("HMRC") to the effect that certain Verici Dx Plc Shares will be 'eligible shares' for the purposes of the EIS ("EIS Advance Assurance"), meaning that they are eligible for certain tax relief pursuant to Part 5 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein ("EIS Relief").

The Company has not since applied for an updated EIS Advance Assurance from HMRC and accordingly there can be no assurance that such EIS Relief will be available or, if it is, whether individual investors will be able to receive EIS Relief in respect of the WRAP Retail Offer Shares they subscribe for under the WRAP Retail Offer. The Company has carried on its business activities as previously described to the HMRC, but if the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits. Investors must take their own advice and rely on it.

The status of the WRAP Retail Offer Shares as 'eligible shares' for EIS purposes will in any event be conditional (amongst other things) on the conditions for eligibility being satisfied throughout the period of ownership both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing, in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any investor who is in any doubt as to his taxation position under the EIS legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

The Company's LEI is 213800FI5WE4FVQ3G645

UK Product Governance Requirements

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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