Result of Equity Placing

RNS Number : 6497H

Genedrive PLC

16 November 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

16 November 2018

genedrive plc ("genedrive" or the "Company")

Result of equity placing to raise £3.5 million

genedrive plc (AIM: GDR), the near patient molecular diagnostics company, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 15,217,391 new ordinary shares of 1.5 pence each in the capital of the Company (the "Placing Shares") have been conditionally placed by Peel Hunt LLP ("Peel Hunt") and Stanford Capital Partners Limited ("Stanford Capital") (together, the "Joint Bookrunners") with new and existing investors at a price of 23 pence per Placing Share (the "Placing Price") raising gross proceeds of £3.5 million for the Company. The Placing Shares will represent approximately 42.1 per cent. of the Enlarged Share Capital assuming full take-up of the Broker Option and 44.8 per cent. assuming no take-up of the Broker Option. The Placing Price equals the closing middle market price on 15 November 2018.

The Company has raised £5.6 million from the Placing and BGF Loan Notes net of expenses. The Broker Option of up to 2,173,913 new Ordinary Shares, which would raise £500,000 if taken up in full, will be open until 6 December 2018.

The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated prior to Admission. The Placing Agreement (and therefore the Placing) is conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not passed at the General Meeting, the Fundraising will not proceed. The notice of the General Meeting will be set out at the end of the Circular to be posted to shareholders on Monday 19 November 2018, a copy of which will be available on the Company's website following publication.

Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares (including the Broker Option Shares (if any)) to trading on AIM. Admission of the New Ordinary Shares is expected to occur at 8.00 a.m. on 10 December 2018 or such other date as the Company, Peel Hunt and Stanford Capital may agree (being not later than 8.00 a.m. on 31 December 2018).

Total Voting Rights

Following the issue of the Placing Shares, the Company's issued share capital will comprise 34,000,506 ordinary shares of 1.5 pence each assuming no take-up of the Broker Option. The total number of voting rights in the Company following the issue of the Placing Shares will be 34,000,506. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Related Party Transactions and Directors' Interests

The following Directors of the Company have agreed to subscribe for Placing Shares at 23p per share pursuant to the terms of the Placing.  Following Admission, the beneficial interests of such Directors will be as follows:

Shareholder	Number of Placing Shares subscribed for	Amount payable for the Placing Shares	Number of Ordinary Shares held after Admission
Dr Ian Gilham	152,174	£35,000	266,424
David Budd	114,130	£26,250	145,380
Matthew Fowler	86,957	£20,000	86,957
Tom Lindsay	65,217	£15,000	65,217
Chris Yates	16,304	£3,750	16,304

The Independent Directors, being Dr Robert Nolan and Dr Roger Lloyd, consider, having consulted with the Company's Nominated Adviser, Peel Hunt, that the terms on which the Placing Shares will be issued to Dr Ian Gilham, David Budd, Matthew Fowler, Tom Lindsay, Chris Yates are fair and reasonable insofar as the shareholders of the Company are concerned.

The following substantial shareholders as defined in the AIM Rules for Companies, in that they currently have an interest in more than 10 percent of the Company's current issued share capital, have agreed to subscribe for Placing Shares. Following Admission, the interests of such substantial shareholders will be as follows:

Shareholder	Number of Placing Shares subscribed for	Amount payable for the Placing Shares	Number of Ordinary Shares held after Admission
M&G Investment Management Limited	2,629,653	£604,820	5,178,143
Calculus Capital	3,260,869	£750,000	6,588,032

The Directors consider, having consulted with the Company's Nominated Adviser, Peel Hunt, that the Placing participations of M&G Investment Management Limited and Calculus Capital are fair and reasonable insofar as the shareholders of the Company are concerned.

Capitalised but undefined terms in this announcement shall have the meaning given to them in the definitions appearing in the announcement released at 7.00a.m. today.  For further details please contact:

genedrive plc David Budd: CEO Matthew Fowler: CFO		[phone]
Peel Hunt LLP James Steel Oliver Jackson		[phone]
Rory James-Duff (Equity Capital Markets)
Stanford Capital Partners Limited Patrick Claridge		[phone]
John Howes
Consilium Strategic Communications Chris Gardner Matthew Neal Laura Thornton		[phone] [e-mail]

Notes to Editors

About genedrive

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 Genedrive® HCV-ID test has received CE-IVD Certification and has been launched in Africa and Asia Pacific. genedrive has distribution agreements with subsidiaries of Sysmex Corporation for the distribution of the Genedrive® platform in the EMEA and SE Asia (ex-India), and with ARKRAY Healthcare pvt Ltd for the distribution of the Genedrive® HCV-ID Kit and Genedrive® platform in India. Further details can be found at: www.genedriveplc.com and www.genedrive.com. The Company also has tests in development for tuberculosis (mTB) and Antibiotic Induced Hearing Loss (AIHL).

Important notice

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute or form a part of any offer to sell, or a solicitation of an offer to buy or subscribe for, securities in the United States. The securities in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Securities may not be offered or sold within the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. All offers and sales of securities outside of the United Sates will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register the securities mentioned herein in the United States or to make a public offering of such securities in the United States.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA") and Stanford Capital Partners Limited ("Stanford Capital"), an authorised representative of MJ Hudson Advisers Limited (which is authorised and regulated by the FCA) are acting exclusively for the Company and for no‐one else in relation to the proposed Fundraising (as defined below), and will not be responsible to any other person for providing the protections afforded to their respective clients nor for providing advice in connection with the matters contained in this announcement. 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 Peel Hunt or Stanford Capital nor by any of their affiliates or agents (or any of their respective directors, officers, employees or advisers), as to or in relation to, the contents, 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, or any other statement made or purported to be made by or on behalf of Peel Hunt or Stanford Capital.Certain statements in this announcement may be forward-looking. Although the Company believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance or guarantee that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements.

 

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