Schedule One Update - GENinCode PLC | RNS | Ticker

Schedule One Update - GENinCode PLC

RNS Announcement

RNS Number : 9847E

AIM

13 July 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

GENinCode UK Limited (to be reregistered and renamed GENinCode plc) ("GENinCode" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Address Principal Place of Business

One St. Peters Square Oxford Science Park

Manchester John Eccles House

M2 3DE Robert Robertson Avenue

United Kingdom Oxford

OX4 4GP

United Kingdom

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.genincode.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

GENinCode is a UK-incorporated company engaged in the risk assessment, prediction and prevention of cardiovascular disease ("CVD"), the leading cause of death worldwide accounting for approximately 18 million deaths annually.

The Company's products and technology have been developed since 2008 and clinically tested on over 80,000 patients with the aim of predicting the onset of CVD and providing a personalised treatment pathway for patient management. The Company was incorporated in September 2018 following the acquisition of the assets and know-how of the Ferrer inCode and Gendiag.exe businesses, including the Company's current product portfolio, Cardio inCode®, LiPID inCode®, SuDD inCode® and Thrombo inCode®, then a part of Grupo Ferrer Internacional S.A., a large Spanish multinational private pharma and healthcare company. Since 2007, these products have collectively had approximately €50 million invested in the research and development of these products. The Company has begun to commercialise these products in certain European countries and is also targeting the US. The Company's products are CE-Marked in Europe and the Company submitted an application to the US FDA for Breakthrough Device designation for its core Cardio inCode product in February 2021.

The Company's product portfolio draws on genomic precision testing using polygenic (multiple-genes) technology, advanced molecular testing, genotyping and sequencing. Through a simple blood or saliva sample, the Company can analyse a patient's medical information and genetic variants associated with CVD to determine a Genetic Risk Score ("GRS") which is used for the subsequent assessment of a patient's cardiovascular risk. The Company's SITAB system, a proprietary software, bioinformatics and algorithmic platform and online cloud-based reporting system, is used to process and record test results and genetic information, as using algorithms and artificial intelligence, assess a patient's risk of CVD risk. It reports results directly via a web portal to healthcare practitioners, cardiologists and physicians, in a user-friendly, digestible format.

The Group's operations are predominantly based in the UK, Europe and, following regulatory clearance, the United States. At Admission, the Group will comprise three subsidiaries: GENinCode UK Limited, a private limited company registered in the UK; GENinCode S.L.U, a private limited company registered in Spain; and GENinCode U.S. Inc, a private incorporated company registered in Delaware, US.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

95,816,864 ordinary shares with nominal value of £0.01. No shares to be held as treasury shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary to be raised on Admission: £17.0 million / 38,636,364 shares

Anticipated market capitalisation on Admission: £42.2 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

62.05 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

William (Bill) Edward Rhodes (Non-Executive Chairman)

Matthew Heaton Walls (Chief Executive Officer)

Paul Andrew Peter Foulger (Chief Financial Officer)

Jordi Puig Gilberte (Chief Operating Officer)

David Eric Evans (Independent Non-Executive Director)

Sergio Oliveró Rigau (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Holding pre-Admission (%)	Holding post-Admission (%)
Jordi Puig^1,2	19.82%	11.83%
Matthew Walls	18.82%	11.23%
Maven Income and Growth VCT³	16.57%	11.08%
Downing 1 VCT plc⁴	16.57%	11.08%
Santi - 1990 SL	6.24%	10.84%
Chelverton Asset Management	-	5.93%
Octopus Investments	-	4.74%
Sergio Olivero²	6.25%	3.73%
David Evans	5.80%	3.46%
Sonia Rodriguez Clemente¹	5.51%	3.29%

¹ Jordi Puig and Sonia Rodriguez Clemente are husband and wife and together will hold 15.11% of the issued share capital of the Company on Admission

²Jordi Puig has the benefit of a call option over Sergio Oliveró's shares representing an additional 3.73 per cent. of the Enlarged Share Capital of the Company

³held via Maven Income and Growth VCT plc, Maven Income and Growth VCT 3 plc, Maven Income and Growth VCT 4 plc and Maven Income and Growth VCT 5 plc

⁴ held via Downing 1 VCT plc and Downing 4 VCT plc

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2020

(iii) Interim Results for the 6 months ended 30 June 2021 by 30 September 2021; Final Results for the 12 months ended 31 December 2021 by 30 June 2022; Interim Results for the 6 months ended June 2022 by 30 September 2022

EXPECTED ADMISSION DATE:

22 July 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

NAME AND ADDRESS OF BROKER:

Stifel Nicolaus Europe Limited

150 Cheapside

London

EC2V 6ET

Cenkos Securities plc

6 7 8 Tokenhouse Yard

London

EC2R 7AS

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.genincode.com

This will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code

DATE OF NOTIFICATION:

13 July 2021

NEW/ UPDATE:

UPDATE

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END

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RNS metadata

Title: Schedule One Update - GENinCode PLC
Time: 07:00:04
Date: 13 Jul 2021
Category: Capital structure
ID: 9847E