Genedrive PLC (AIM:GDR) Proposed REX Retail Offer

genedrive plc (AIM: GDR), the point of care pharmacogenetic testing company, today announces its intention to raise funds by means of a proposed retail offer via the Retail Capital Markets ‘REX’ portal (the “REX Offer”) of ordinary shares (“Ordinary Shares”) of 1.5 pence each in the capital of the Company (the “REX Offer Shares”).  The price of a REX Offer Share is 1.5 pence (the “Issue Price”) and if fully subscribed the REX Offer will result in the issue of 233,333,333 REX Offer Shares meaning that maximum gross proceeds of the REX Offer is up to £3.5 million. 

The REX Offer is conditional, amongst other things, on the gross proceeds from the Firm Placing, the Conditional Placing, the REX Offer and the Open Offer (all as defined herein) being not less than £6.0 million (the “Minimum Proceeds”).

As detailed in a separate announcement issued by the Company earlier today in addition to the REX Offer, the Company is also conducting:

·    a non-pre-emptive firm placing (the “Firm Placing”) of approximately 11,173,994 new Ordinary Shares at the Issue Price, raising gross proceeds of approximately £0.17 million. The Firm Placing is not conditional upon Shareholder approval or the Minimum Proceeds being raised;

·    A non-pre-emptive conditional placing (the Conditional Placing”) of approximately 155,492,673 new Ordinary Shares at the Issue Price, raising gross proceeds of approximately £2.3 million. The Conditional Placing is conditional on, inter alia, the passing of certain resolutions by the Company’s shareholders at a general meeting of the Company expected to be convened later this month (the “General Meeting”) and the Minimum Proceeds being raised; and

·      An Open Offer at the Issue Price on the basis of 1 Open Offer Share for every 1 Ordinary Share held on the Record Date, to raise gross proceeds of up to approximately £2.1 million for the Company. The Open Offer will be made to Qualifying Shareholders pursuant to a Circular which is expected to be posted to shareholders over the coming days. The Open Offer is also conditional on the passing of certain resolutions at the General Meeting and the Minium Proceeds being raised.

The Issue Price of the REX Offer Shares is the same issue price as for the Firm Placing, the Conditional Placing and the Open Offer. The Issue Price represents a 57.1 per cent. discount to the middle-market closing price of the Ordinary Shares on 8 May 2024 (being the last business day prior to the announcement of the Placing, the Conditional Placing, the Open Offer and the REX Offer).

For the avoidance of doubt, the REX Offer is not part of the Placing, the Conditional Placing or the Open Offer.

The REX Offer is conditional upon, among other things:

1.         the Minimum Proceeds being raised;

2.         the passing, without amendment, of Resolutions 1 and 2 at the General Meeting;

3.         the Company have complied with all of its obligations under a placing and open offer agreement dated 9 May 2024 which fall to be performed or satisfied on or prior to First Admission (as it relates to the Firm Placing) and Second Admission (as it relates to the Conditional Placing, the Rex Offer and the Open Offer); and

4.         such number of REX Offer Shares as are subscribed for being admitted to trading on AIM, the market of that name operated by London Stock Exchange plc (“Admission”). Admission is expected to take place at or around 8.00 a.m. on 3 June 2024.

REX Offer

The Company values its retail shareholder base and believes that it is appropriate to provide retail investors in the United Kingdom the opportunity to participate in the current fundraising.

Therefore, the Company is making the REX Offer open to eligible investors in the United Kingdom following release of this announcement through certain financial intermediaries.

Individual investors should contact their broker or wealth manager to participate in the REX Offer.

The REX Offer is expected to close at or around 3:00 pm on 17 May 2024. Eligible investors should note that financial intermediaries may have earlier closing times.  The Company may, in its absolute discretion, extend the closing time/date of the REX Offer.

At the time of this announcement the following intermediaries have confirmed their participation in the REX Offer:

·    AJ Bell

·    Hargreaves Lansdown

·    interactive investor

Retail brokers wishing to participate in the REX Offer on behalf of retail investors, should contact info@rexretail.com.

To be eligible to participate in the REX Offer, individual investor applicants must be a customer of a participating intermediary, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries, including relevant commission or fee charges.

The Company reserves the right in its absolute and sole discretion to: (i) scale back any order under the REX Offer; and (ii) reject any application for subscription under the REX Offer without giving any reason for such rejection.  Existing shareholders in the Company that participate in the REX Offer may also be able to participate in the Open Offer with further details being set out in the Circular being posted to shareholders in the coming days.

Allocations under the REX Offer are expected to be in keeping with the principle of soft pre-emption, subject to the Company’s discretion.

It is vital to note that once an application for REX Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The REX Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Company’s then existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue.

It is a term of the REX Offer that the aggregate total value of the REX Offer Shares allotted and issued pursuant to the REX Offer does not exceed £3.5 million.

The REX Offer is being made in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The REX Offer is not being made into any jurisdiction other than the United Kingdom.

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 REX 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 publication 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”) and MAR as assimilated into United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for REX Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the REX Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

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