Member Info for JimiHendrix

Great work Amers! Really appreciate you posting your experience from the meeting.

Did by any anyone ask the company if they still anticipate being EBITDA positive in H2 FY26?

I’m wondering now if this is one of their selective truths, as it wasn’t mentioned in the trading update at all and naturally if it was still true it would be a significant confidence booster.

All resolutions passed.

Placing RNS next I imagine.

I think the kind of performance metrics that have to be hit to be rewarded with bonuses are things such as fundraising and placings, usually detrimental to private investors.

The company does what’s its advisors tell it to (Peel Hunt) it’s all a bit of set up imo, but if their products get the national adoption they deserve then things should change, I’d imagine the power will then shift.

Having over 10% doesn’t seem to enable many extra powers… Over 25% is where it starts to get interesting…

• Over 10% (or any 5 members)

Force a poll vote at a meeting (s321). Useful if a show-of-hands would otherwise mask your votes. 

• Over 25%

Veto special resolutions (need 75% to pass), e.g., many changes to the Articles.

I'd imagine he was asked to disclose his positions (via s.793) by the company as part of the reorganisation admin happening, though I could be wrong.

"When a company’s about to run a capital re-org/GM and new authorities, it’s common for them to send Companies Act s.793 notices to holders they know or reasonably believe have an interest in the shares. A s.793 compels the addressee to disclose who the beneficial owner is, size/timing of the interest, and any concert party agreements; the company must then keep a register of what’s disclosed. If someone doesn’t respond in time, the company can seek restrictions over those shares (no voting/transfer/dividends) via s.794 or use sanctions in its Articles."

According to ChatGPT holders of most AIM shares do not have to disclose their positions at all when passing typical thresholds like 3% unless asked to by the company or by his own accord (voluntary), so that explains why he's only notified now...

"For AIM companies like Genedrive, there’s no automatic FCA TR-1 duty on holders. Instead, AIM Rule 17 puts the duty on the company to announce changes when it becomes aware of them; AIM suggests non-DTR issuers put DTR-style notify rules in their Articles, but it’s not automatic.

London Stock Exchange Docs

What forces a holder to tell the company?

The company’s Articles (if they include notify-at-3% rules).

A Companies Act s.793 disclosure notice from the company (compulsory).

Genedrive’s published Articles don’t contain DTR-style thresholds; they rely on s.793 powers to compel disclosure. So there isn’t a standing “you must notify at 3%, every 1%” rule baked into their Articles.

Genedrive

So why did you see a TR-1 today?

Because holders often volunteer a DTR-style notice (using the TR-1 template) and the issuer then RNS’s it under AIM Rule 17. Today’s RNS shows Nugent (SW) Ltd crossing 4.46% on 29 Jul 2025, notified 8 Sep 2025, published 10 Sep 2025—illustrating that notifications can be voluntary and lagged.

London South East

Bottom line:

Private investors in Genedrive are not automatically required by FCA rules to notify on threshold crossings. They must notify if the Articles require it (Genedrive’s don’t) or if asked via s.793. Otherwise, disclosures happen when investors volunteer info and the company then announces it under AIM Rule 17."

More than £200k if half were bought in July.

A lot of those recent big buys over the past couple of weeks at 0.45 ish would have been him I presume, averaging down perhaps.

Hopefully he's voting FOR the resolutions!

AIM Rule 17 puts the duty on the company to RNS holdings changes when it becomes aware.

• Genedrive’s Articles (the published version) don’t impose a DTR-style self-notification at each 1% move, and they don’t include a market-maker carve-out. They mainly give the board s.793 powers to compel disclosure.

So after the June-2024 “below 10%” update, Peel Hunt wouldn’t automatically be obliged to keep sending notices for 9% → 8% → …, unless:

• Genedrive’s board asked via s.793 (they must then respond), or

• Peel voluntarily notified further changes.

That’s why you can plausibly have no RNS even if they sold down from 9–10% to under 3%. The absence of a fresh “Holdings in Company” RNS doesn’t prove they still hold 10%—it just means the issuer hasn’t published a new notified crossing.

AIM Rule 17 puts the duty on the company to RNS holdings changes when it becomes aware.

• Genedrive’s Articles (the published version) don’t impose a DTR-style self-notification at each 1% move, and they don’t include a market-maker carve-out. They mainly give the board s.793 powers to compel disclosure.

So after the June-2024 “below 10%” update, Peel Hunt wouldn’t automatically be obliged to keep sending notices for 9% → 8% → …, unless:

• Genedrive’s board asked via s.793 (they must then respond), or

• Peel voluntarily notified further changes.

That’s why you can plausibly have no RNS even if they sold down from ~9–10% to

I think you might be mistaken, Roger, on AIM, Rule 17 binds the company to announce once it’s aware of a ≥3% holder crossing a whole-percent step; there’s no automatic FCA TR-1 duty for holders on AIM, and Genedrive’s Articles don’t add one.

So it’s possible it seems, for a holder such as Peel Hunt to sell down their position without notifying, according to ChatGPT Thinking.

According to chatGPT it’s no lower than highest price the bidder has paid in previous 12 months. Anyway I don’t believe they hold more than 10% currently and possibly under 3%.

Actually we’re slightly wrong there, the rule applies to the highest price they’ve paid in the past 12 months not the highest share price.

“ So if Peel Hunt’s highest purchase in the last 12 months was 1.5p (and no concert party paid more), then a Rule 9 mandatory offer floor would be ≥ 1.5p. If they (or a concert party) bought any shares above 1.5p in that look-back period — or buy higher during the offer period — the offer price must be stepped up to at least that higher price.”

What you’ve said here Roger would probably be welcome news for most shareholders as the mandatory offer would need to be at least as high as the highest price paid in past 12 months…

“ That's roughly 60% of the company - and who knows who has been buying many millions of shares these last few weeks since the share price was well and truly trashed - and they would then have to make a formal offer to buy the company, needing 75% approval from the share holding body. ”

Roger, related party” doesn’t mean Peel were holding those shares for someone else.

On AIM, “related party” is a status label (AIM Rule 13) that kicks in if the counterparty is, for example, a substantial shareholder (≥10%) or was one in the past 12 months, or is your broker/NOMAD in a way that creates a connected transaction. It triggers disclosure and a “fair & reasonable” statement from the independent directors.

Yes shareholders will likely get nothing back if it enters administration, even without debt, we’re last in line. Administrator fees, salaries, rents etc and if the IP is sold it’ll be sold as quick as possible for an amount well under its worth.

The 66.7m shares PEEL had would be 10.7% so they’d have to TR1 that, unless they reduced it under 10%.

Those 66m shares though would only be worth £200k now and at the time of placing about £600-800k from memory. I think it’s quite plausible they could have sold those, even forward sold them perhaps when the share price was over 2p all the way down to the placing price 1.5p.

Not so sure about that because that would give them over 30% of the company which would trigger the mandatory offer rule which has to be at least equal to the highest price paid in the past 12 months. I can’t see that happening.

Alternatively there’s a ‘whitewashing’ clause that waives the mandatory offer but shareholders have to vote it through, so again unlikely.

In that case if you’re correct, Roger, I would hope that you will change your votes to YES, otherwise you’re simply playing into their hands, right?

I think it’s coming after the evidence generation is complete, which should be around April next year at the earliest …18 months etc.