RE: RNs29 Aug 2025 13:43
The company is low on cash and needs to raise funds soon. Because the share price has dropped below its legal minimum, it must first reduce the nominal value of shares (through a reorganisation) before it can issue new ones. If shareholders approve, the company can issue up to 400m new shares to raise money, though this will dilute existing holdings.
1. Introduction
The company expects income for FY25 to double to about £1m, mainly due to stronger sales in the second half of the year.
Revenue growth is linked to:
NICE’s Early Value Assessment submission (supporting wider UK rollout).
Scotland starting national implementation of certain genetic testing kits (expected October 2025).
A 12-month NHS rapid genotyping programme in Manchester.
Cash balance (as of 11 August 2025): ~£700k, enough to last until mid-October 2025.
The company needs extra funding. To raise money through new shares, it must reorganise its share capital first because its share price is currently below the legal minimum value (£0.015).
2. Reorganisation of Share Capital
The law does not allow issuing new shares at less than their nominal value. Current nominal value = 1.5p, but the market price is only 0.78p.
Solution: reduce the nominal value of each share.
Each existing share of 1.5p becomes:
1 new ordinary share of 0.015p nominal value
99 deferred shares of 0.015p each (these have no real rights or value).
Deferred shares won’t be tradable, won’t receive dividends, and will eventually be cancelled.
New ordinary shares will have the same rights as current shares.
This change allows the company to legally issue new shares at or near current market value.
3. Authority to Issue New Shares
The company is asking shareholders to approve:
Permission to issue new ordinary shares with the lower nominal value.
Permission to disapply pre-emption rights, meaning the company can issue shares without first offering them to existing shareholders.
Up to 400 million new shares could be issued.
Authority to do this will last 90 days after approval.
Purpose: raise extra working capital quickly, given limited cash runway.
4. Outlook
The company sees strong long-term opportunities:
NHS reforms emphasise prevention and MedTech adoption.
Products (rapid genetic testing) fit with these reforms and have international potential.
Evidence of demand: expected £1m FY25 income and rollout in Scotland.
5. Dilution
Issuing new shares will reduce the ownership percentage of current shareholders.
If all 400m new shares are issued, the maximum dilution would be 39%.
The company plans to include retail investors (existing shareholders) in future fundraising (via open offer or similar).
6. Resolutions to be Voted On (15 September 2025 GM)
Subdivision of shares – split each share i
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