TIDMGENI
RNS Number : 6825X
GENinCode PLC
21 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN
THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY
MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY
OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF GENINCODE PLC). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GENINCODE PLC.
21 December 2023
GENinCode Plc
("GENinCode" or the "Company")
Retail Offer to raise up to GBP1.00 million via Bookbuild
Platform
GENinCode plc ("GENinCode" or the "Company") is pleased to
announce a retail offer via the Bookbuild platform (the "Retail
Offer") of up to 20,000,000 new ordinary shares ("Ordinary Shares")
of 1 pence each in the capital of the Company (the "Retail Offer
Shares") at an issue price of 5 pence per Retail Offer Share (the
"Issue Price").
In addition to the Retail Offer, and as announced earlier today,
the Company is also conducting a placing (the "Placing") and
subscription (the "Subscription") of a minimum of 80,000,000 new
Ordinary Shares at the Issue Price. The Placing and Subscription is
expected to raise a minimum of GBP4.0 million (before expenses) at
the Issue Price.
A separate announcement has been made regarding the Placing and
Subscription and its terms and sets out the reasons for the
Placing, Subscription, and use of proceeds. The proceeds of the
Retail Offer will be utilised in the same way as the proceeds of
the Placing and Subscription. For the avoidance of doubt, the
Retail Offer is not part of the Placing and Subscription.
The Issue Price represents a discount of approximately 7.1 per
cent to the closing mid market share price of 5.38 pence per
existing Ordinary Share on 20 December 2023 (being the last
practicable date prior to the date of this announcement). The issue
price of the Retail Offer Shares is the same as the Issue Price of
the Placing and Subscription.
The Retail Offer is conditional on passing of the Resolutions
and the Retail Offer Shares being admitted to trading on the AIM
market operated by the London Stock Exchange plc ("Admission").
Admission of the Retail Offer Shares is expected to take place on
10 January 2024. Completion of the Retail Offer is conditional,
inter alia, upon the completion of the Placing and Subscription but
completion of the Placing and Subscription are not conditional on
the completion of the Retail Offer.
Expected Timetable in relation to the Retail Offer
Retail Offer opens 08:00 on 22 December
2023
Latest time and date for commitments under 16: 30 on 27 December
the Retail Offer 2023
----------------------------------
Results of the Retail Offer announced 28 December 2023
----------------------------------
Admission and dealings in New Ordinary 10 January 2024
Shares issued
pursuant to the Retail Offer commence
----------------------------------
Any changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
References to times are to London times unless otherwise
stated.
Dealing Codes
Ticker GENI
ISIN for the Ordinary Shares GB00BL97B504
-------------
SEDOL for the Ordinary Shares BL97B50
-------------
Retail Offer
The Company values its retail shareholder base , which has
supported the Company alongside institutional investors since IPO.
Given the support of retail shareholders, the Company believes that
it is appropriate to provide its retail shareholders in the United
Kingdom the opportunity to participate in the Retail Offer. The
Company is therefore making the Retail Offer available in the
United Kingdom through the financial intermediaries which will be
listed, subject to certain access restrictions, on the following
website :
https://www.bookbuild.live/deals/L18V91/authorised-intermediaries
Cavendish Securities plc ("Cavendish") will be acting as retail
offer coordinator in relation to this Retail Offer (the " Retail
Offer Coordinator ").
Existing retail shareholders can contact their broker or wealth
manager ("Intermediary") to participate in the Retail Offer. In
order to participate in the Retail Offer, each Intermediary must be
on-boarded onto the BookBuild platform and agree to the final terms
and the retail offer terms and conditions, which regulate, inter
alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any Intermediary that
elects to receive a commission and/or fee (to the extent permitted
by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).
Any expenses incurred by any Intermediary are for its own
account. Investors should con rm separately with any Intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that Intermediary pursuant to the Retail Offer.
The Retail Offer will be open to eligible investors in the
United Kingdom at 8:00am on 22 December 2023. The Retail Offer is
expected to close at 4 :30pm on 27 December 2023. Investors should
note that financial Intermediaries may have earlier closing times.
The Retail Offer may close early if it is oversubscribed.
If any Intermediary has any questions about how to participate
in the Retail Offer on behalf of existing retail shareholders,
please contact BookBuild at email: support@bookbuild.live .
The Retail Offer the subject of this announcement is and will,
at all times, only be made to, directed at and may only be acted
upon by those persons who are, shareholders in the Company. To be
eligible to participate in the Retail Offer, applicants must meet
the following criteria before they can submit an order for Retail
Offer Shares : (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the
United Kingdom and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their
shares in the Company directly or indirectly through a
participating intermediary). For the avoidance of doubt, persons
who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the Retail Offer without giving
any reason for such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Offer Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
The Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018. It is a term of the Retail Offer that
the aggregate total consideration payable for the Retail Offer
Shares will not exceed GBP1,000,000.00 (or the equivalent in
Euros). The exemption from the requirement to publish a prospectus,
set out in section 86(1)(e) of the Financial Services and Markets
Act 2000 (as amended), will apply to the Retail Offer.
The Retail Offer is not being made to US Persons (as defined in
Regulation S of the US Securities Act 1933, as amended) or into any
jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as
it forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP100.00 per investor under
the terms of the Retail Offer which is open to investors in the
United Kingdom subscribing via the intermediaries which will be
listed, subject to certain access restrictions, on the following
website:
https://www.bookbuild.live/deals/L18V91/authorised-intermediaries
There is no maximum application amount to apply in the Retail
Offer. The terms and conditions on which investors subscribe will
be provided by the relevant financial intermediaries including
relevant commission or fee charges.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
Enquiries:
GENinCode Plc www.genincode.com or via Walbrook
PR
Matthew Walls, CEO
Cavendish Capital Markets Limited Tel: +44 (0)20 7397 8900
Giles Balleny/ Dan Hodkinson (Corporate Finance)
Nigel Birks (ECM)
Dale Bellis / Michael Johnson (Sales)
Walbrook PR Limited Tel: 020 7933 8780 or
Anna Dunphy / Louis Ashe-Jepson geincode@walbrookpr.com
/ Mob: +44 (0)7876 741 001 /
Phillip Marriage +44 (0)7747 515 393 / +44 (0)
7867 984 082
The Company's LEI is 213800UX6TE7K65O2892.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The Retail Offer is only open to investors in the United Kingdom
who fall within Article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (which
includes an existing member of the Company).
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, Japan, the Republic of South Africa, any member
state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.
The Retail Offer Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or bene t of any US
person (within the meaning of Regulation S under the US Securities
Act) (a "US Person"). No public o ering of the Retail Offer Shares
is being made in the United States. The Retail Offer Shares are
being o ered and sold outside the United States in "o shore
transactions", as de ned in, and in compliance with, Regulation S
under the US Securities Act. In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of
1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Offer
Shares in the United States, Australia, Canada, New Zealand, Japan,
the Republic of South Africa, any member state of the EEA or any
other jurisdiction in which such offer or solicitation is or may be
unlawful. No public offer of the securities referred to herein is
being made in any such jurisdiction.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Cavendish Securities plc ("Cavendish") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
and is a member of the London Stock Exchange, is acting exclusively
for the Company and for no-one else and will not regard any other
person (whether or not a recipient of this announcement) as its
client in relation to the Retail Offer and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements
referred to in this announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market and
currency movements. When you sell your investment, you may get back
less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Cavendish expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Cavendish
or any of its affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Cavendish and its
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
Any indication in this announcement of the price at which the
Ordinary Share have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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 or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than the London Stock
Exchange.
UK 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 MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer 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
as defined in paragraphs 3.5 and 3.6 of COBS; 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 Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer 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 any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.
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 COBS; 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.
EU 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 ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; 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 Retail Offer Shares have been subject to a product approval
process, which has determined that the Retail Offer 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 as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the Retail Offer Shares may decline
and investors could lose all or part of their investment; the
Retail Offer Shares offer no guaranteed income and no capital
protection; and an investment in the Retail Offer 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 EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.
For the avoidance of doubt, the EU 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 Retail Offer
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Retail Offer Shares and
determining appropriate distribution channels.
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END
IOEQFLFLXLLEFBV
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