Schedule One - GenIP plc | RNS | Ticker

Schedule One - GenIP plc

RNS Announcement

RNS Number : 6630E

AIM

18 September 2024

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:

GenIP Plc ("GenIP" or the "Company")

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

Registered Office & Business address:

12 New Fetter Lane, London, United Kingdom, EC4A 1JP

COUNTRY OF INCORPORATION:

United Kingdom

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

www.genip.ai

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:

GenIP^® is a UK incorporated company using Generative Artificial Intelligence ("GenAI"), whose mission is to empower organisations to better evaluate and commercialise technology discoveries through two distinct, yet complementary, services namely;

(a.) providing bespoke enhanced research reports assessing market potential for new technological innovations by using the Company's GenAI driven proprietary software, InventionEvaluator^®; and

(b.) providing executive recruitment services to match technology organisations with experienced executives and business leaders using the Company's GenAI-driven proprietary software, Vortechs.

Both of these new services couple GenAI analytics with expert human review.

GenIP operates globally but its main business interests are within the United Kingdom, the United States and Latin America.

GenIP is a spin-out of Tekcapital Plc, an AIM listed technology incubator that has been successful in identifying and developing various technology companies, which effective from 4 June 2024, transferred to the Company certain assets and intellectual property connected to InventionEvaluator^® and Vortechs.

Since then, GenIP completed the transformation of their predecessor products through the integration of GenAI technology and as from 1 September 2024, offers new services under InventionEvaluator^® and Vortechs brands.

The incorporation of GenAI into the Services not only enabled the Company to roll out new, improved products but further enhancements are expected over the next year, so that InventionEvaluator^®'s new reports are delivered at a fraction of the time previously required and with a vastly expanded data set at a reduced incremental cost. Additionally, the Company will, as an add-on feature, be able to offer these reports in upwards of 75 languages. In this way, the Company seeks to crystalise this opportunity in creating a first-to-market advantage, with the focus of offering GenAI analytic tools coupled with Vortechs executive search assignments for identifying team members that can help bring new innovations to market on a global basis.

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):

Number of ordinary shares of £0.00425 each ("Shares") for which Admission is being sought TBC

The Shares are and will remain freely transferable and have no restrictions as to transfer placed on them.

The issue price of the new Shares: TBC pence (the "Fundraising Price").

No Shares are or will be held in treasury.

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

Capital to be raised on Admission: £1.5 million

Anticipated market capitalisation on Admission £6.5 million (at the Fundraising Price)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

77.0%

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):

Lord David Lindsay Willetts (Independent Non-Executive Chairman)

Melissa Mariel Cruz Calderon (Chief Executive Officer)

Kevin Fitzpatrick (Chief Financial Officer)

Dr. David Michael Gann (Independent 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):

	Pre-Admission		On Admission
Shareholder	Shareholding	% Interest	Shareholding	% Interest
Tekcapital Europe Limited⁽¹⁾	10,800,000	84.0%	10,800,000	64.2%
Clifford Gross⁽²⁾	1,200,000	9.0%	1,200,000	7.1%
Selwyn Lloyd⁽³⁾	360,000	3.0%	360,000	2.1%

⁽¹⁾ Tekcapital Europe Limited is a wholly owned subsidiary of Tekcapital Plc, from which GenIP was spun-out. Tekcapital Europe Limited will be locked-in for 12 months from Admission.

⁽²⁾ This Clifford Gross is Chief Executive Officer of Tekcapital Plc who will also be locked-in for 12 months from Admission.

⁽³⁾ Selwyn Lloyd is the Chief Technology Officer of GenIP who will also be locked-in for 12 months from Admission.

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

None

(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) 4 June 2024

(iii) 31 March 2025 (unaudited half-year report for the period ended 31 December 2024)

30 June 2025 (audited accounts for the year ended 31 December 2024)

30 September 2025 (unaudited half-year report for the period ended 30 June 2025)

EXPECTED ADMISSION DATE:

2 October 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited:

Building 3, 566 Chiswick High Road

London

W4 5YA

United Kingdom

NAME AND ADDRESS OF BROKER:

Novum Securities Limited:

7-10 Chandos Street

London

W1G 9DQ

United Kingdom

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:

The AIM Admission Document, which will contain full details of the applicant and admission of its securities, will be available from the Company's website: www.genip.ai

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Code (2023 update)

DATE OF NOTIFICATION:

18 September 2024

NEW/ UPDATE:

NEW

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RNS metadata

Title: Schedule One - GenIP plc
Time: 07:30:00
Date: 18 Sept 2024
Category: Capital structure
ID: 6630E