REG - GENinCode PLC - Result of GM, Director Shareholdings and TVR

GenincodeAnnouncement

09/02/2026 12:15

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RNS Number : 2802S  GENinCode PLC  09 February 2026

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%

(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 (http://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)                                       Tel: +44 (0) 203 179 5300

 Mike Seabrook / Adam Pollock / Aimee McCusker                           corporatesales@oberoninvestments.com

                                                                       (mailto:corporatesales@oberoninvestments.com)

 Turner Pope Investments (TPI) Ltd (Joint Bookrunner)                    Tel: (0) 20 3657 0050

 Guy McDougall / Andy Thacker

 Walbrook PR Limited                                                     Tel: 020 7933 8780 or
 Anna Dunphy                                                             genincode@walbrookpr.com (mailto:genincode@walbrookpr.com)

 

 

 

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

 a)   Name                                                         1.   Jordi Puig

                                                                   2.   Matthew Walls

                                                                   3.   Sergio Olivero

                                                                   4.   Paul Foulger

                                                                   5.   Huon Gray

                                                                   6.   Felix Freuh

 2    Reason for the notification
 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
 b)   Initial notification /Amendment                              Initial notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         GENinCode  Plc
 b)   LEI                                                          213800UX6TE7K65O2892
 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
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1 pence each

      Identification code

                                                                   GB00BL97B504
 b)   Nature of the transaction                                    1,2,3,5,6: Subscription for New Ordinary Shares

                                                                   4: Subscription for New Ordinary Shares through Placing
 c)   Price(s) and volume(s)

  Price    Volume
                                                                   1 1 pence  500,000
                                                                   2 1 pence  2,000,000
                                                                   3 1 pence  17,500,000
                                                                   4 1 pence  1,500,000
                                                                   5 1 pence  1,000,000
                                                                   6 1 pence  500,000
 d)   Aggregated information                                        n/a - single transaction

       - Aggregated volume

       - Price
 e)   Date of the transaction                                      9 February 2026

 f)   Place of the transaction                                     Outside a trading venue

d)

 

Aggregated information

 - Aggregated volume

 - Price

 n/a - single transaction

e)

Date of the transaction

9 February 2026

 

f)

Place of the transaction

Outside a trading venue

 

 

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