TIDMGENI
RNS Number : 6920X
GENinCode PLC
21 December 2023
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ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE
TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
21 December 2023
GENinCode Plc
("GENinCode" or the "Company")
Result of Placing and Subscription
Further to the announcement made earlier today regarding a
proposed placing, subscription and retail offer (the "Launch
Announcement"), GENinCode plc (AIM: GENI) is pleased to announce
that, it has conditionally raised gross proceeds of GBP 4.0 million
(before expenses) under the Placing and Subscription, each at the
Issue Price of 5 pence per share.
The Issue Price of 5 pence represents a discount of 7.1 per
cent. to the closing middle market price of 5.38 pence per Ordinary
Shares on 20 December 2023, being the last business day prior to
the announcement of the Fundraising.
Cavendish Capital Markets Limited is acting as agent for and on
behalf of the Company in respect of the Placing. The Placing was
undertaken through an accelerated bookbuild process.
The Retail Offer was launched by way of a separate announcement
at 4.59 p.m. on 21 December 2023. A further announcement will be
made on 28 December 2023 announcing the result of the Retail
Offer.
Related party transaction
Santi-1990 SL, an undertaking controlled by Nestor Oller, and
Maven Income and Growth VCTs are both substantial Shareholders in
the Company (as defined in the AIM Rules) and have conditionally
subscribed for 9,804,000 Subscription Shares and 13,000,000 Placing
Shares at the Issue Price respectively.
The participation of Santi-1990 SL and Maven Income and Growth
VCTs each constitutes a related party transactions under Rule 13 of
the AIM Rules.
The Directors having consulted with the Company's Nominated
Adviser, Cavendish Capital Markets Limited, considers that the
terms of the participation in the Fundraising by the Santi-1990 SL
and Maven Income and Growth VCTs are fair and reasonable insofar as
the Company's Shareholders are concerned.
Furthermore, certain of the Company's Directors (the
"Directors"), have either themselves or through parties affiliated
with them subscribed for an aggregate of 2,620,000 New Ordinary
Shares at the Issue Price as part of the Subscription, as
follows:
Name Number of New Ordinary Shares
conditionally acquired by relevant
person and their affiliates
Matthew Walls 1,000,000
------------------------------------
Sergio Olivero 600,000
------------------------------------
Jordi Puig 120,000
------------------------------------
Huon Gray 500,000
------------------------------------
Paul Foulger 300,000
------------------------------------
Felix Freuh 100,000
------------------------------------
The participation of the Directors each constitute related party
transactions under Rule 13 of the AIM Rules.
Accordingly, William Rhodes as independent director, having
consulted with the Company's Nominated Adviser, Cavendish Capital
Markets Limited, considers that the terms of the participation in
the Fundraising by the Directors are fair and reasonable insofar as
the Company's Shareholders are concerned.
Subscription Agreements
The terms and conditions of each subscription agreement provide
that each subscriber's investment is made at the Issue Price and
will complete at the same time as the Placing, conditional on
Admission and the approval of Shareholders of the Resolutions at
the General Meeting.
General Meeting
The Fundraising and the issue of the New Ordinary Shares are
conditional upon, among other things, the Resolutions being duly
passed by Shareholders at the General Meeting.
The Circular, containing further details of the Fundraising and
notice of the General Meeting to be held on or around 11.00 a.m. on
9 January 2024 to, inter alia, approve the resolutions required to
implement the Fundraising, is expected to be published and
despatched to Shareholders on 22 December 2023. Following its
publication, the Shareholder Circular will be available on the
Group's website at https://investors.genincode.com/ .
Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for
admission of the New Ordinary Shares to trading on AIM, being the
market of that name operated by the London Stock Exchange ("
Admission ").
It is expected that admission of the New Ordinary Shares will
take place on or around 8.00 a.m. on 10 January 2024 and that
dealings in the New Ordinary Shares on AIM will commence at the
same time.
In addition to the passing of certain Resolutions at the General
Meeting, the Placing and Subscription, are conditional upon, inter
alia, Admission becoming effective. The Placing is not conditional
on the Subscription being completed, nor is any part of the Placing
subject to clawback from the Retail Offer.
Following Admission of the Placing Shares and the Subscription
Shares and assuming the full take up of the Retail Offer, the
Company will have 195,816,866 Ordinary Shares in issue. The New
Ordinary Shares to be issued, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
A further announcement will be made in relation to total voting
rights in the Company's share capital following the allotment and
issue of the New Ordinary Shares.
For the purposes of UK MAR, the person responsible for arranging
release of this announcement on behalf of the Company is Matthew
Walls, Chief Executive Officer.
Capitalised terms used in this announcement (this
"Announcement") have the meanings given to them in the Launch
Announcement, unless the context provides otherwise.
This announcement should be read in conjunction with the full
text of the Circular to be posted to Shareholders
on 22 December 2023 , a copy of which shall be available on the Company's website at https://investors.genincode.com/ .
Enquiries:
GENinCode Plc www.genincode.com or via Walbrook
PR
Matthew Walls, CEO
Cavendish Capital Markets Limited Tel: +44 (0)20 7 220 0 500
Giles Balleny/ Dan Hodkinson (Corporate Finance)
Nigel Birks (ECM)
Dale Bellis / Michael Johnson (Sales)
Walbrook PR Limited Tel: 020 7933 8780 or
Anna Dunphy / Louis Ashe-Jepson geincode@walbrookpr.com
/ Mob: +44 (0)7876 741 001 /
Phillip Marriage +44 (0)7747 515 393 / +44 (0)
7867 984 082
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END
ROIZZMZZRMDGFZM
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