Genincode Regulatory News (GENI)

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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 £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:

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/. 

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