9th Mar 2026 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF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.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT 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 OR OTHERWISE ACQUIRE SHARES IN 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.
genedrive plc
("genedrive", the "Group" or the "Company")
Result of Open Offer and Additional Subscriptions
Manchester, UK - 9 March 2026: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, announces that that it has conditionally raised total gross proceeds of approximately £0.91 million through the Open Offer which was announced on 13 February 2026. The Company received valid acceptances for 90,964,264 Open Offer Shares out of the total of 149,760,580 Open Offer Shares which could have been taken up by Qualifying Shareholders. As a result, all subscriptions by Qualifying Shareholders will be met in full. The level of take-up represents 60.7 per cent. and the Board appreciates this support from the Company's existing shareholders.
genedrive is also pleased to announce that subsequent to the announcement of the Fundraising on 13 February 2026 it received additional interest from a number of investors seeking to participate in the Fundraising who, for various reasons, were unable to subscribe for the number of New Ordinary Shares they wished to acquire via either the Placing or the Open Offer. The aggregate amount of this demand is £0.35 million which the Company has accepted by way of additional subscriptions (the "Additional Subscriptions"). The Board considers that it would be materially beneficial to the Company and its Shareholders to secure the additional funding under the Additional Subscriptions and notes that by including the Additional Subscriptions the total number of New Ordinary Shares to be issued pursuant to the Fundraise and the Loan Conversion does not exceed the maximum number that the Company may have issued were the Open Offer to have been fully subscribed.
The Company has agreed to an additional element to the Conditional Subscription to include a subscription for a further 35,000,000 New Ordinary Shares at the Issue Price of 1.0 pence per New Ordinary Share (the "Additional Subscription Shares"), raising gross proceeds of £350,000 from the Additional Subscription. The terms of the Additional Subscription are materially the same as those in the Conditional Subscription, including price, conditions and Admission, which is expected to occur on 10 March 2026.
The Company is seeking authority to allot New Ordinary Shares pursuant to the conditional elements of the Fundraise at the General Meeting on 9th March 2026. The inclusion of the Additional Subscription and proposed issue of the Additional Subscription Shares as part of the Conditional Subscription would remain within the authorities being sought at the General Meeting as the Open Offer has not been fully subscribed.
The Company's major shareholders, Mr. David Nugent and Mr. Robert English, the subscribers for shares under the Firm and Conditional Subscription are supportive of the Additional Subscription and the issue of the Additional Subscription Shares.
It is proposed that the Additional Subscription Shares be included in the Conditional Subscription and Additional Subscription Shares be issued using the additional authority set out in the Resolutions proposed at the General Meeting.
As a result, taking into account the amounts raised in the Firm Subscription and Conditional Subscription (£3.5 million in aggregate), the Additional Subscriptions (£350,000 in aggregate), the Placing (£500,000) and the Open Offer (£909,642), the Company has raised £5.26 million (before expenses) with the net proceeds of the Fundraising (including the Additional Subscriptions and the Open Offer) are estimated to amount to circa £4.9 million. The Company has already received the proceeds of the Firm Subscription. The Conditional Subscription, the Additional Subscriptions, the Placing, the Open Offer and the Loan Conversion are conditional on, inter alia, the passing of resolutions 1 and 2 at the General Meeting (convened for 11.00 a.m. today) and Second Admission occurring no later than 8.00 a.m. on 10 March 2026 (or such later time and/or date as may be agreed between the Company and Peel Hunt, being no later than 8.00 a.m. on 31 March 2026).
Related Party Transactions
Dr. Gino Miele and Russ Shaw, the Company's CEO and CFO, respectively, each subscribed for 5,000,000 Open Offer Shares at 1.0 pence each under the terms of the Open Offer. Dr. Gino Miele and Russ Shaw are both related parties of the Company pursuant to the AIM Rules and the participation in the Open Offer by each of them is a related party transactions for the purposes of AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Peel Hunt, that the participation by Dr. Gino Miele and Russ Shaw are fair and reasonable insofar as Shareholders are concerned
Admission and voting rights
In total, 515,964,264 New Ordinary Shares are expected to be issued pursuant to the Conditional Subscription, the Additional Subscriptions, the Placing, the Open Offer and the Loan Conversion. 60,000,000 Firm Subscription Shares were issued on 18 February 2026.
It is expected that Admission of the Conditional Subscription Shares, the Additional Subscription Shares, the Placing Shares, the 90,964,264 Open Offer Shares and the Loan Conversion Shares will become effective at 8.00 a.m. on 10 March 2026. Following Admission, the Company will have 1,605,568,256 Ordinary Shares of £0.00015 each in issue each with equal voting rights. No shares are held in treasury.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.
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 13 February 2026.
Dr Gino Miele, CEO of genedrive plc, said: "We are very pleased by the support shown in the Open Offer and thank our shareholders for their continued support. We are particularly grateful for the confidence and significant investment from our major shareholders David Nugent and Robert English and together we look forward to the execution of our strategy and the opportunities ahead."
Enquiries:
Navigate to our Interactive Investor hub here: https://investors.genedrive.com/link/PZ3d7y
genedrive plc | +44 (0) 161 989 0245 | ||
Dr Gino Miele (CEO) Russ Shaw (CFO) | https://investors.genedrive.com/s/e0025c | ||
Peel Hunt LLP - Nominated Adviser, Broker and Bookrunner | +44 (0) 20 7148 8900 | ||
James Steel (Investment Banking) |
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Sohail Akbar / Nicholas Wilks (ECM) |
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Walbrook PR - Financial PR & IR Adviser | +44 (0) 20 7933 8780 | ||
Anna Dunphy |
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Subscribe to our news alert service: https://investors.genedrive.com/s/efea03
About genedrive plc (http://www.genedrive.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 (the "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, 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 new Ordinary 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.
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 was made or is being made in the United Kingdom, the United States of America or any other jurisdiction.
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 LLP ("Peel Hunt") or any of its partners, directors, officers, employees, advisers, consultants, affiliates or agents.
Except as required under applicable law, neither Peel Hunt nor any of its 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 or any of their affiliates in connection with the Company, the new Ordinary Shares or the Fundraising. Peel Hunt and its affiliates 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 or any of its affiliates 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 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.
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 identify or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Placing Shares. Any investment decisions
to buy Placing Shares in the Placing must be made solely on the basis of publicly available information,
which has not been independently verified by Peel Hunt.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | 1. Dr. Gino Miele 2. Russ Shaw
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2 | Reason for the notification | ||||
a) | Position/status | 1. Chief Executive Officer 2. Chief Financial Officer
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b) | Initial notification /Amendment | Initial notification | |||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | genedrive plc | |||
b) | LEI | 213800ZYODIRZ87Y4K14 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of £0.00015 each | |||
Identification code | ISIN: GB00B1VKB244 | ||||
b) | Nature of the transaction | Purchase of ordinary shares | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
1. 1.0 pence 2. 1.0 pence
| 5,000,000 5,000,000 | ||||
d)
| Aggregated information | 1. £50,000.00 2. £50,000.00
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- Aggregated volume | |||||
- Price | |||||
e) | Date of the transaction | 6 March 2026 | |||
f) | Place of the transaction | Outside of a trading venue | |||
Related Shares:
Genedrive