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.

12 May 2020

genedrive plc

(“genedrive” or the “Company”)

Results of Broker Option

genedrive plc (AIM: GDR), the near patient molecular diagnostics company, confirms that, further to the announcement on 5 May 2020, the Broker Option has now closed. The Broker Option was oversubscribed, will be exercised in full and will raise a total of £1 million for the Company (before expenses). 

The Bookrunners had regard for soft pre-emption rights of existing shareholders in respect of the proportion of Broker Option Shares received relative to their existing holdings as were confirmed by their stockbrokers, however, due to the issue being oversubscribed by Shareholders alone, allocations have been scaled back. Therefore, being an existing shareholder in genedrive will not guarantee a full pro-rata entitlement or any allocation of Broker Option Shares.

The Bookrunners expect to notify stockbrokers of the number of Broker Option Shares they have been allocated later today by way of contract notes. Stockbrokers who have placed an order will receive a single allocation, and are in turn responsible for apportioning their allocation to their underlying clients and for confirming whether the shares should be EIS or VCT qualifying, any allocation being subject to the relevant limit of eligible shares.

As already confirmed, Peel Hunt and finnCap have determined all Broker Option Share allocations at their discretion (after consultation with the Company) including any scale back of orders for this purpose on such basis as Peel Hunt and finnCap may determine, including scaling back to zero allocation.

The following Directors of the Company have agreed to subscribe for Broker Option Shares, as set out in the Result of Placing announcement on 5 May 2020, pursuant to the terms of the Broker Option.  Following Admission the beneficial interests of such Directors/PDMR will be as follows:

Application will be made to the London Stock Exchange for the 8,750,000 Placing Shares and 1,250,000 Broker Option Shares to be admitted to trading on AIM. It is expected that Admission will occur at 08.00 am on 28 May 2020 (or such other date as the Company, Peel Hunt and finnCap may agree, being no later than 11 June 2020).

David Budd, CEO of genedrive plc, commented: “We value our private investor shareholder base and I am pleased that we have been able to structure the Fundraising in a way that enabled their participation. On behalf of the Board I would like to thank all of our shareholders for their continued support.”

Unless otherwise defined, terms in this announcement shall have the same meanings as those defined in the Proposed Placing and Broker Option announcement issued on 5 May 2020.

About genedrive plc (http://www.genedriveplc.com)

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® mt-RNR1-ID kit has received CE-IVD Certification and will be launched into Europe and other markets following full evaluation by the UK National Health Service. The Company has assays on market for the detection of HCV, certain military biological targets, and has tests in development for tuberculosis (mTB). The company recently announced the development of the high throughput SARS-CoV-2 assay, based on Genedrive PCR chemistry.

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 New Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The New Ordinary Shares have not been and will not be offered or sold within the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. There is no intention to register the New Ordinary Shares mentioned herein in the United States or to make a public offering of such securities in the United States.

Peel Hunt and finnCap, which are authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), are acting exclusively for the Company and for no‐one else in relation to the Fundraising, 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 finnCap 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 finnCap.

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 New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). 

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt and finnCap will only procure investors who meet the criteria of professional clients and eligible counterparties.  For the avoidance of doubt, the 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 New Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

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 and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward looking statements.

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