Announcement PDF RNS Number : 5082A Genedrive PLC 23 September 2025 THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF GENEDRIVE PLC IN ANY JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 23 September 2025 genedrive plc ("genedrive", the "Group" or the "Company") Proposed Placing to raise a minimum of £3 million to support near-term commercialisation and market expansion activities in the UK, Europe and the Middle East and Proposed Retail Offer for up to £0.30 million Manchester, UK - 23 September 2025: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, announces that it intends to raise, in aggregate a minimum of £3 million through: · a proposed placing (the "Placing") (incorporating a Firm Placing and a Conditional Placing) of ordinary shares of £0.00015 each in the capital of the Company ("Ordinary Shares") to raise a minimum of £3 million (before fees and expenses) at an issue price of 0.20 pence per new Ordinary Share (the "Issue Price") with corresponding warrants to the Placing Shares on a 1 for 1 basis; and · a proposed financing on the "BookBuild" platform to existing retail investors at the Issue Price (the "Retail Offer") to raise up to £0.3 million (with corresponding warrants to any Ordinary Shares issued under the Retail Offer) with the ability to increase this to up to 10 per cent. of the Placing following the close of the Bookbuild. The Placing and the Retail Offer together represent the "Fundraising". Unless the Fundraising, in aggregate, raises gross proceeds of not less than £3 million (the "Minimum Proceeds") it will not proceed other than the Firm Placing (should that element of the Fundraising become unconditional). The Conditional Placing, the Retail Offer and the Issue of Warrants are conditional upon shareholder approval at a General Meeting to be convened in due course. The issue of Warrants (including to Placees under the Firm Placing) is also conditional on the passing of the resolutions by shareholders at the General Meeting. The Issue Price of 0.20 pence per new Ordinary Share represents a discount of approximately 64 per cent. to the closing middle market price on 22 September 2025 (being the latest practicable date prior to this Announcement). No part of the Fundraising is being underwritten. Reasons for the Fundraising and use of proceeds The net proceeds of the Fundraising will be used amongst other things to support the Group's near-term commercialisation and market expansion activities throughout the UK, Europe and the Middle East. This will include manufacturing scale up and efficiencies, FDA 510(k) submission for CYP2C19 (anticipated early 2026), on-market refinements, and translation of IP to include a laboratory platform CYP2C19 genotyping assay in addition to point of care. Further details are set out below under paragraph 4 of Appendix I to this Announcement ("Use of Proceeds"). Details of the Fundraising The Fundraising comprises: · a non-pre-emptive firm placing (the "Firm Placing") of 400,000,000 new Ordinary Shares at the Issue Price, raising gross proceeds of £0.8 million. The Firm Placing is not conditional upon Shareholder approval or the Minimum Proceeds being raised and will utilise the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the general meeting of the Company on 15 September 2025; · a non-pre-emptive conditional placing (the "Conditional Placing") of a minimum of 1,100,000,000 new Ordinary Shares at the Issue Price, raising gross proceeds of a minimum of £2.2 million. The Conditional Placing is conditional on, inter alia, the passing of the Resolutions by Shareholders at a general meeting of the Company expected to be convened for early in October 2025 (the "General Meeting") and the Minimum Proceeds being raised; and · the Retail Offer of up to 150,000,000 new Ordinary Shares at the Issue Price, raising gross proceeds of up to £0.3 million with the ability to increase this to up to 10 per cent. of the Placing following the close of the Bookbuild. The Retail Offer is conditional on, inter alia, the passing of the Resolutions by Shareholders at the General Meeting and the Minimum Proceeds being raised. The Company has also agreed, conditional on the passing of the fundraising resolutions at the General Meeting, that subscribers in the Fundraising will receive one warrant for every one Ordinary Share subscribed for pursuant to the Fundraising, with each warrant entitling the holder to acquire one new Ordinary Share at a price of 0.40 pence at any time up to the second anniversary of the date of the admission of the Conditional Placing Shares, at which time they will lapse (the "Warrants"). Please see paragraph 4 of Appendix I of this Announcement for more information on the Warrants. The Retail Offer will provide existing retail shareholders in the United Kingdom with an opportunity to participate in the Fundraising at the same price as the Placing. Existing retail investors who are allotted and issued new Ordinary Shares under the Retail Offer will also be issued with Warrants (i) conditional on the passing of the fundraising resolutions at the General Meeting (ii) on a 1 for 1 basis with the Retail Offer Shares, (iv) that may be exercised at a price of 0.4p, and (v) that are exercisable at any time up to the second anniversary of the date of the admission of the Retail Offer Shares, at which time they will lapse (together, each a "Warrant"). As part of the Fundraising, certain directors of the Company intend to conditionally to subscribe for 42,500,000 new Ordinary Shares, representing approximately £85,000 in aggregate. Investors who subscribe for Firm Placing Shares are advised that, as previously disclosed, the Company's current cash runway is through to the middle of October 2025 and there is no certainty that the proceeds of the Conditional Placing and the Retail Offer will be received by the Company as these elements of the Fundraising remain subject to several conditions including Shareholder approval and the Minimum Proceeds being raised. Should the Company receive the net proceeds from the Firm Placing but no proceeds from the Conditional Placing its cash runway will only be extended to late 2025, and the Company would still need to seek further financing to continue trading into 2026. Such additional financing may or may not be available at all or, if available, may be on commercially unacceptable terms and could lead to more substantial dilution for Shareholders than would be the case under the proposed Fundraising. Investors who subscribe for Firm Placing Shares are also advised that the issue of Warrants in relation to Firm Placing Shares is conditional on Shareholder approval at the General Meeting and, if not received, Firm Placing Shares will be issued but no Warrants will be issued. Peel Hunt LLP ("Peel Hunt") and Allenby Capital Limited ("Allenby Capital") are acting as joint bookrunners and joint brokers in connection with the Placing. Peel Hunt is also acting as nominated adviser to the Company. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement (as defined below), in accordance with the terms and conditions set out in Appendix II to this Announcement. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Peel Hunt and Allenby Capital, in consultation with the Company. The final number and allocation of Placing Shares will be agreed by Peel Hunt, Allenby Capital and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter. Allenby Capital is acting as the retail offer coordinator in connection with the Retail Offer. The Retail Offer Shares are not part of the Placing and are not Placing Shares. The Retail Offer is not underwritten or made subject to the terms and conditions set out in Appendix II to this Announcement. However, the issue and allotment of the Retail Offer Shares is conditional, amongst other things, on Shareholder approval being granted at the General Meeting and the Minimum Proceeds being raised. As the Retail Offer will not be underwritten, if there is no take up by existing retail investors, or the take up under the Retail Offer is not sufficient to ensure that (together with the Placing) the Minimum Proceeds are raised, no additional proceeds will be received by genedrive pursuant to the Retail Offer element of the Fundraising. A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms and conditions. No prospectus will be published in connection with the Retail Offer. The Conditional Placing, the issue of the Warrants and the Retail Offer are conditional, inter alia, upon the Minimum Proceeds being raised and Shareholders approving the Resolutions at the General Meeting and upon the Placing Agreement not having been terminated and becoming unconditional. The Company intends to publish and send the Circular to Shareholders early next week, which will contain a notice convening the General Meeting and proposing the necessary resolutions to authorise the Directors to allot the Conditional Placing Shares and the Retail Offer Shares for cash free of statutory pre-emption rights and seek authority to allot and issue new Ordinary Shares on exercise of the Warrants, free of statutory pre-emption rights. The Circular will be available on the Company's website after publication: https://www.genedriveplc.com/. The Placing Shares are not being made available to the public and are only available to Relevant Persons. Set out below in Appendix I to this Announcement is an extract from the draft Circular that is proposed to be sent to Shareholders in due course. This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing in Appendix II to this Announcement. Further information relating to the Fundraising and use of proceeds is set out in Appendix I to this Announcement. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in Appendix II to this Announcement. Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in Appendix III to this Announcement. The ticker for the Company's Ordinary Shares is GDR. The Company's LEI is 213800ZYODIRZ87Y4K14. This Announcement is made in accordance with the Company's obligations under Article 17 of UK MAR and the person responsible for arranging release of this announcement on behalf of the Company is Russ Shaw, CFO. Enquiries: genedrive plc Dr Gino Miele (CEO) Russ Shaw (CFO) +44 (0) 161 989 0245 Peel Hunt LLP - Nominated Adviser, Joint Broker and Joint Bookrunner James Steel / Benjamin Harris (Investment Banking) Sohail Akbar / Nicholas Wilks (ECM) +44 (0) 20 7148 8900 Allenby Capital Limited - Joint Broker and Joint Bookrunner Nick Athanas / Vivek Bhardwaj (Corporate Finance) Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking) Walbrook PR - Financial PR & IR Adviser Paul McManus / Anna Dunphy +44 (0)20 3394 2973 info@allenbycapital.com +44 (0) 20 7933 8780 or genedrive@walbrookpr.com About genedrive plc (http://www.genedriveplc.com) genedrive plc is a pharmacogenetic testing company developing and commercialising a low cost, rapid, versatile and simple to use point of need pharmacogenetic platform for the diagnosis of genetic variants. This helps clinicians to quickly access key genetic information that will aid them make the right choices over the right medicine or dosage to use for an effective treatment, particularly important in time-critical emergency care healthcare paradigms. Based in the UK, the Company is at the forefront of Point of Care pharmacogenetic testing in emergency healthcare. Pharmacogenetics informs on how your individual genetics impact a medicines ability to work for you. Therefore, by using pharmacogenetics, medicine choices can be personalised, made safer and more effective. The Company has launched its two flagship products, the Genedrive® MT-RNR1 ID Kit and the Genedrive® CYP2C19 ID Kit, both developed and validated in collaboration with NHS partners and deployed on its point of care thermocycler platform. Both tests are single-use disposable cartridges which are ambient temperature stable, circumventing the requirement for cold chain logistics. The Directors believe the Genedrive® MT-RNR1 ID Kit is a worlds-first and allows clinicians to make a decision on antibiotic use in neonatal intensive care units within 26 minutes, ensuring vital care is delivered, avoiding adverse effects potentially otherwise encountered and with no negative impact on the patient care pathway. Its CYP2C19 ID Kit which has no comparably positioned competitor currently allows clinicians to make a decision on the use of Clopidogrel in stroke patients in 70 minutes, ensuring that patients who are unlikely to benefit from or suffer adverse effects from Clopidogrel receive an alternative antiplatelet therapeutic in a timely manner, ultimately improving outcomes. Both tests have undergone review by the National Institute for Health and Care Clinical Excellence ("NICE") and have been recommended for use in the UK NHS. The Company has a clear commercial strategy focused on accelerating growth through maximising in-market sales, geographic and portfolio expansion and strategic M&A, and operates out of its facilities in Manchester. IMPORTANT NOTICES AND DISCLAIMER This announcement including its appendices (together, 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 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 and corresponding Warrants, 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 of America 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 of the United States of America in offshore transactions as defined in, and pursuant to, Regulation S under the Securities Act. This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"), by a person authorised under FSMA. This announcement is being directed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. Members of the Public are not eligible to take part in the Placing. This announcement is for information purposes only and is 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 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 above) 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. None of the information in the Announcement has been independently verified or approved by Peel Hunt, Allenby Capital or any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents. This Announcement contains inside information for the purposes of Article 7 of UK MAR, encompassing information relating to the Placing described above, and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. In addition, market soundings (as defined in UK MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by UK MAR. This inside information is set out in this Announcement. Therefore, upon publication of this announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities. Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA is acting as nominated adviser, joint bookrunner and joint broker 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. Allenby Capital, which is authorised and regulated in the United Kingdom by the FCA is acting as joint bookrunner and joint broker 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, Allenby Capital nor any of their respective 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, Allenby Capital or any of their affiliates in connection with the Company, the new Ordinary Shares or the Placing. Peel Hunt, Allenby Capital and each of their respective 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, Allenby Capital or any of their respective 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, Allenby Capital 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. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action. 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 of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere to the extent determined to be applicable, 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (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 Allenby Capital 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 Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels. 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. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company. This Announcement does not constitute a recommendation concerning any investor's investment decision with r