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GENinCode Plc announced that shareholders passed all resolutions at a General Meeting on 9 February 2026, with over 99.98% of votes cast in favour for each resolution, in connection with a previously announced fundraising. Following this, 466,159,095 new Ordinary Shares are expected to be admitted to AIM at 8:00 a.m. on or around 11 February 2026, comprising placing, subscription, additional subscription, and retail shares. After admission, the total number of Ordinary Shares and voting rights in the Company will be 753,041,137, including 23,000,000 new Ordinary Shares subscribed for by six directors at 1 pence per share.
| Date | 9 Feb 2026 |
| Time | 12:13:27 |
| Category | AGMs and other meetings |
| ID | 2802S |
9 February 2026
GENinCode Plc
("GENinCode" or the "Company")
Result of General Meeting, Director Shareholdings and Total Voting Rights
GENinCode plc (AIM: GENI), the polygenics company focused on the prevention of cardiovascular disease ("CVD") and risk assessment of ovarian cancer, announces that all resolutions put to Shareholders at the General Meeting held earlier today in connection with the placing, subscription and retail offer announced by the Company on 21 January 2026 were duly passed.
|
Resolution |
For |
Against |
Withheld |
Total votes cast |
|||
|
|
|
Number of votes |
% |
Number of votes |
% |
Number of votes |
|
|
1 |
Ordinary resolution to authorise the directors to allot shares |
143,609,162 |
99.99% |
17,570 |
0.01% |
7,500 |
143,626,732 |
|
2 |
Special resolution to authorise the directors to disapply pre-emption rights |
143,604,972 |
99.98% |
21,760 |
0.02% |
7,500 |
143,626,732 |
(1) Any proxy appointments, which gave discretion to the Chairman have been included in the 'For' votes total.
(2) Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
(3) A vote "Withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against", nor in the aggregate figure of total votes cast.
Director Shareholdings
The following Directors subscribed for New Ordinary Shares pursuant to the Fundraising. The number of New Ordinary Shares subscribed for by each Director and their resulting shareholdings upon Admission are set out below:
|
Name |
Number of existing Ordinary Shares |
Percentage of Existing Issued Share Capital |
Number of Subscription Shares allocated (1) |
Number of Ordinary Shares held following Admission |
Percentage of Enlarged Share Capital following Admission |
|
Jordi Puig (3) |
14,737,636 |
5.14% |
500,000 |
15,237,636 |
2.0% |
|
Matthew Walls |
12,235,473 |
4.26% |
2,000,000 |
14,235,473 |
1.9% |
|
Sergio Olivero |
7,417,243 |
2.59% |
17,500,000 |
24,917,243 |
3.3% |
|
Paul Foulger (2) |
1,273,587 |
0.44% |
1,500,000 |
2,773,587 |
0.4% |
|
Huon Gray (4) |
905,405 |
0.32% |
1,000,000 |
1,905,405 |
0.3% |
|
Felix Freuh |
100,000 |
0.03% |
500,000 |
600,000 |
0.1% |
|
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|
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(1) The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.
(2) Paul Foulger participating through the Placing and includes Ordinary Shares held by Laura Deegan, Paul Foulger's wife.
(3) Includes Ordinary Shares held by Sonia Rodriguez Clemente, Jordi Puig's wife.
(4) Includes shares held by Marion Gray, Huon Gray's wife.
The notifications below, made in accordance with the requirements of the UK Market Abuse Regulation, provide further details.
Admission and Total Voting Rights
Following shareholder approval at the general meeting and conditional on admission, a total of 466,159,095 new Ordinary Shares (comprising 300,800,000 Placing Shares, 87,345,000 Subscription Shares, 58,000,000 Additional Subscription Shares and 20,014,095 Retail Shares will be admitted to trading on AIM ("Admission") at 8.00 a.m. on or around 11 February 2026.
Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 753,041,137 with each Ordinary Share carrying the right to one vote. There are no shares held in treasury and therefore, following Admission, the total number of voting rights in the Company will be 753,041,137.
The above 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 FCA's Disclosure, Guidance and Transparency Rules.
Capitalised terms used in this announcement have the meaning given to them in the announcement dated 21 January 2026 and 6 February 2026, unless otherwise defined in this announcement.
Enquiries:
|
GENinCode Plc |
www.genincode.com or via Walbrook PR |
|
Matthew Walls, CEO |
|
|
|
|
|
Cavendish Capital Markets Limited (Nomad, Broker and Joint Bookrunner) |
Tel: +44 (0) 20 7220 0500 |
|
Giles Balleny / Trisyia Jamaludin (Corporate Finance) Nigel Birks (Life Sciences Specialist Sales) Harriet Ward (Corporate Broking) Dale Bellis / Michael Johnson (Sales)
|
|
|
Oberon Capital (Joint Bookrunner) Mike Seabrook / Adam Pollock / Aimee McCusker
|
Tel: +44 (0) 203 179 5300 |
|
Turner Pope Investments (TPI) Ltd (Joint Bookrunner) Guy McDougall / Andy Thacker |
Tel: (0) 20 3657 0050 |
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|
Walbrook PR Limited |
Tel: 020 7933 8780 or |
|
Anna Dunphy |
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
|
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|
a) |
Name |
1. Jordi Puig 2. Matthew Walls 3. Sergio Olivero 4. Paul Foulger 5. Huon Gray 6. Felix Freuh
|
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2 |
Reason for the notification |
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|
a) |
Position/status |
1. Chief Operations Officer 2. Chief Executive Officer 3. Non-Executive Director 4. Chief Financial Officer 5. Non-Executive Director 6. Non-Executive Director |
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|
b) |
Initial notification /Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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|
a) |
Name |
GENinCode Plc |
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|
b) |
LEI |
213800UX6TE7K65O2892 |
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|
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 |
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|
a)
|
Description of the financial instrument, type of instrument
Identification code
|
Ordinary Shares of 1 pence each
GB00BL97B504 |
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|
b) |
Nature of the transaction |
1,2,3,5,6: Subscription for New Ordinary Shares 4: Subscription for New Ordinary Shares through Placing |
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c) |
Price(s) and volume(s) |
|
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d)
|
Aggregated information - Aggregated volume - Price |
n/a - single transaction |
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e) |
Date of the transaction |
9 February 2026
|
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f) |
Place of the transaction |
Outside a trading venue
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