TIDMGDR
RNS Number : 6271L
Genedrive PLC
14 September 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR
IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY
APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF GENEDRIVE PLC IN
ANY JURISDICTION.
genedrive plc
("genedrive", the "Group" or the "Company")
Publication of Circular and Notice of General Meeting
London, UK - 14 September 2021: genedrive plc (LSE: GDR), the
near patient molecular diagnostics company, announces that further
to the announcement on 10 September 2021 confirming the successful
completion of the Placing, a Circular will shortly be published on
the Company's website, www.genedriveplc.com, and will be posted to
Shareholders later today. The Circular contains the notice
convening the General Meeting to be held at 11.00 a.m. on 30
September 2021.
In order to provide Shareholders who have not taken part in the
Placing with an opportunity to participate in the Fundraising, the
Company will today make the Open Offer to Qualifying Shareholders
on the terms and conditions set out in the Circular. The Open Offer
provides all Qualifying Shareholders with the opportunity to
subscribe at the Issue Price of 25 pence for an aggregate of up to
18,091,442 Open Offer Shares to raise up to approximately GBP4.5
million (before fees and expenses) for the Company, on the basis
of:
2 Open Offer Shares for every 7 Existing Ordinary Shares held as
at the Record Date.
The Open Offer is conditional on the Placing becoming or being
declared unconditional in all respects and not being terminated
before Admission. Accordingly, if the conditions to the Placing are
not satisfied or waived (where capable of waiver), the Open Offer
will not proceed.
Qualifying Shareholders are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) as an
Excess Entitlement. The latest time for application and payment in
full under the Open Offer is 11.00 a.m. on 28 September 2021.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in the Circular.
Capitalised terms in this announcement shall, unless the context
demands otherwise, bear the meanings given to such terms in the
announcement of the Fundraising made via RIS on 10 September
2021.
For further information, please contact:
genedrive plc +44 (0) 161 989 0245
David Budd (Chief Executive Officer)
Matthew Fowler (Chief Financial Officer)
Peel Hunt LLP - Nominated Adviser, Joint
Broker and Bookrunner +44 (0) 20 7148 8900
James Steel (Investment Banking)
Jock Maxwell Macdonald / Sohail Akbar
(ECM)
finnCap Ltd - Joint Broker and Bookrunner +44 (0) 20 7220 0500
Geoff Nash / Kate Bannatyne (Corporate
Finance)
Alice Lane / Harriet Ward (ECM)
Walbrook PR - Financial PR & IR Adviser +44 (0) 20 7933 8780
Paul McManus / Anna Dunphy
Open Offer Timetable
Event Date
Announcement of the Fundraising 10 September 2021
Record Date for entitlement under the 6.00 p.m. on 10 September
Open Offer 2021
Publication of the Circular, Application 14 September 2021
Form and Form of Proxy
Ex-entitlement date of the Open Offer 8.00 a.m. on 14 September
2021
Entitlements and Excess CREST Open Offer As soon as possible
Entitlements credited to stock accounts after 8.00 a.m. on 15
of Qualifying CREST Shareholders September 2021
Recommended latest time for requesting 4.30 p.m. on 22 September
withdrawal of Open Offer Entitlements 2021
from CREST
Latest time and date for depositing Open 3.00 p.m. on 23 September
Offer Entitlements into CREST 2021
Latest time and date for splitting Application 3.00 p.m. on 24 September
Forms (to satisfy bona fide market claims 2021
only)
Latest time and date of receipt of proxy 11.00 a.m. on 28 September
votes to be valid at the General Meeting 2021
Latest time and date for receipt of completed 11.00 a.m. on 28 September
Application Forms and payment in full 2021
under the Open Offer and settlement of
relevant CREST instructions (as appropriate)
Publication of the results of the Open 29 September 2021
Offer
General Meeting 11.00 a.m. on 30 September
2021
Publication of result of the General 30 September 2021
Meeting
Admission and commencement of dealings 8.00 a.m. on 1 October
in the Placing Shares and such number 2021
of Open Offer Shares applied for
CREST accounts to be credited with New as soon as possible
Ordinary Shares on 1 October 2021
Dispatch of definitive share certificates By 08 October 2021
for New Ordinary Shares in certificated
form
Notes
1. Each of the times and dates set out in the above timetable
and mentioned in this document is subject to change by the Company
(with the agreement of Peel Hunt and finnCap), in which event
details of the new times and dates will be notified to London Stock
Exchange plc and the Company will make an appropriate announcement
to a Regulatory Information Service.
2. References to times in this document are to London time unless otherwise stated
About genedrive plc ( http://www.genedriveplc.com ) genedrive
plc is a molecular diagnostics company developing and
commercialising a low cost, rapid, versatile, simple to use and
robust point of need molecular diagnostics platform for the
diagnosis of infectious diseases and for use in patient
stratification (genotyping), pathogen detection and other
indications. The Company has assays on market for the detection of
HCV and certain military biological targets. The Company released a
high throughput SARS-CoV-2 assay in 2020, and has a point of care
version of the SARS-Cov-2 test in development. Antibiotic Induced
Hearing Loss represents the Company's first targeting of the
Genedrive(R) system into an emergency/urgent care environment.
Important Notice
This announcement and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States of America, Australia, Canada, Japan or the Republic of
South Africa or any other jurisdiction in which publication,
release or distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States of America, Australia, Canada, Japan, New Zealand or the
Republic of South Africa or any other state or jurisdiction where
to do so would be unlawful. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. This announcement has not been approved by
London Stock Exchange or by any other securities exchange.
The new Ordinary Shares, have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States of America and
may not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States of America. The Placing Shares are being offered
and sold by the company outside the United States in offshore
transactions as defined in, and pursuant to, Regulation S under the
Securities Act.
This announcement is being directed to persons in the United
Kingdom only in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
This announcement is for information purposes only and are
directed only at persons who are: (1) in Member States of the
European Economic Area, qualified investors as defined in article
2(e) of the Prospectus Regulation (EU) 2017/1129 (the "EU
Prospectus Regulation"); (2) in the United Kingdom, qualified
investors as defined in article 2(e) of Prospectus Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation"), who (A) fall within article 19(5)
("investment professionals") of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (B) fall within article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order;
or (3) are persons to whom it may otherwise be lawfully
communicated; (all such persons together being referred to as
"relevant persons"). This announcement and the terms and conditions
set out herein must not be acted on or relied on by persons who are
not relevant persons. Persons distributing this announcement must
satisfy themselves that it is lawful to do so. Any investment or
investment activity to which this announcement and the terms and
conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.
The new Ordinary Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States of America or any
other U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
new Ordinary Shares. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in the United States
of America, Australia, Canada, Japan, New Zealand or the Republic
of South Africa or to, or for the account or benefit of, any
national, resident or citizen of the United States of America,
Australia, Canada, Japan or the Republic of South Africa.
No public offering of securities is being made in the United
Kingdom, the United States of America or any other jurisdiction.
Offers of the new Ordinary Shares will either be made pursuant to
an exemption under the EU Prospectus Regulation and the UK
Prospectus Regulation (as such terms are defined below) from the
requirement to produce a prospectus or otherwise in circumstances
not resulting in an offer of transferable securities to the public
under section 102B of FSMA.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
directors or the Company, or by any of its or their respective
partners, employees, advisers, affiliates or agents as to or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting as nominated
adviser and joint bookrunner to the Company and no one else in
connection with the Placing and is not acting for and will not be
responsible to any person other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing. Peel Hunt's responsibilities as the
Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange and are not owed
to the Company or to any Director or to any other person in respect
of his decision to acquire shares in the Company in reliance on any
part of this announcement.
finnCap Ltd, which is authorised and regulated by the FCA for
the conduct of regulated activities in the United Kingdom, is
acting as joint bookrunner to the Company and no one else in
connection with the Placing and is not acting for and will not be
responsible to any person other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing.
Except as required under applicable law, neither Peel Hunt,
finnCap nor any of their directors, officers, partners, members,
employees, advisers, affiliates or agents assume or accept any
responsibility whatsoever for the contents of the information
contained in this announcement or for any other statement made or
purported to be made by or on behalf of Peel Hunt, finnCap or any
of their affiliates in connection with the Company, the new
Ordinary Shares or the Placing. Peel Hunt, finnCap and each of
their directors, officers, partners, members, employees, advisers,
affiliates and agents accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this announcement and
no representation or warranty, express or implied, is made by Peel
Hunt, FinnCap or any of their directors, officers, partners,
employees, advisers, affiliates or agents as to the accuracy,
completeness or sufficiency of the information contained in this
announcement.
The distribution of this announcement and/or the Placing in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, Peel Hunt, FinnCap or any of their respective
affiliates that would, or which is intended to, permit an offering
of the new Ordinary Shares in any jurisdiction or result in the
possession or distribution of this announcement or any other
offering or publicity material relating to new Ordinary Shares in
any jurisdiction where action for that purpose is required.
This announcement does not constitute a recommendation
concerning any investor's option with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this announcement and publicly available information.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult with his or her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended, as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II, as amended, as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of: (a) retail
investors; (b) investors who meet the criteria of professional
clients; and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Peel Hunt and finnCap will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Forward Looking Statements
This Announcement contains "forward-looking statements" which
include all statements (other than statements of historical facts)
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations, and any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or "similar" expressions or negatives thereof.
Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward- looking statements speak
only as at the date of this Announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules for Companies.
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END
NOGSFWFWDEFSESU
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