Company Announcements

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN VERICI DX PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF VERICI DX PLC OR ANY OTHER ENTITY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION RELATING TO VERICI DX PLC AND ITS SECURITIES FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA") AND AS MODIFIED BY OR UNDER THE EUWA OR OTHER DOMESTIC LAW, INCLUDING BUT NOT LIMITED TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR), AS PERMITTED BY UK MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO VERICI DX PLC AND ITS SECURITIES, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Capitalised terms in this announcement have the same meaning as in the announcement issued at 07.00 a.m. today relating to the launch of the Fundraising (RNS Number: 6987A) unless otherwise indicated

Verici Dx plc

("Verici Dx" or the "Company") 

Result of Placing

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, is pleased to announce that further to the Company's announcements earlier today, the Company has successfully concluded the Bookbuild for its Placing to raise gross proceeds of approximately £6.22 million ($7.89 million) (before expenses), through the placing of 69,111,111 Placing Shares with existing and new investors at the Issue Price of 9.0 pence. 86.87 per cent. of the Placing Shares are intended to be EIS/VCT qualifying (the "EIS/VCT Shares").

The 69,111,111 Placing Shares represent approximately 40.58 per cent. of the existing issued share capital of the Company.

Singer Capital Markets is acting as placing agent for and on behalf of the Company in respect of the Placing.

The Company has existing authorities to allot Ordinary Shares for cash and disapply pre-emption rights under section 551 and section 571 of the Act, which the Directors were granted at the Annual General Meeting of the Company held on 29 June 2023 ("Existing Authorities"). The Existing Authorities are insufficient to allow the total number of new Ordinary Shares to be issued pursuant to the Fundraising and Admission to proceed. Accordingly, the Fundraising is subject to sufficient further authority to issue and allot new Ordinary Shares on a non-pre-emptive basis being granted by Shareholders at the General Meeting and is therefore wholly conditional, inter alia, on the passing of the Resolutions by Shareholders at the General Meeting proposed to be held by the Company at the offices of Shoosmiths London at No. 1 Bow Churchyard, London, EC4M 9DQ, at 12.00 p.m. on 19 February 2024. The further authority to issue and allot new Ordinary Shares to be obtained at the General Meeting is in addition to the Existing Authorities. The Existing Authorities will not be used by the Company for the purposes of issuing the New Ordinary Shares pursuant to the Fundraising and consequently, the Company will retain those Existing Authorities until its next annual general meeting when they are due to expire.

Admission

Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for admission of the Placing Shares. It is expected that admission of the Placing Shares (along with any other New Ordinary Shares to be issued in connection with the proposed Retail Offer) will become effective and that dealings in all of the New Ordinary Shares to be issued pursuant to the Fundraising will commence at 8.00 a.m. on 20 February 2024 ("Admission").

Circular

A circular containing, inter alia, further details of the Fundraising and a notice convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders in the coming days and the Circular, once published, will be made available on the Company's website at www.vericidx.com/investors/documents/ and its availability will be notified by way of a further announcement.

Retail Offer

As previously indicated, a Retail Offer is proposed to be launched via the BookBuild platform to provide existing retail Shareholders with an opportunity to take part in the Fundraising at the same Issue Price as the Placing. Further details about the Retail Offer will be provided by the Company by separate announcement in due course. The Retail Offer will close prior to the deadline for receipt of proxy voting forms for use in connection with the business of the General Meeting, and admission of and trading in the Retail Offer Shares is expected to take place as described above.

Sara Barrington, CEO of Verici Dx, commented:

"Verici Dx is grateful to its existing shareholders for their continued support and delighted to welcome those who will be new to the register. Following completion of the Fundraising, Verici Dx will be better capitalised to advance multiple growth initiatives in parallel, with the potential to build greater value in the Company and more quickly than would otherwise be the case. Verici Dx aims to become fully embedded in the transplant ecosystem to assist our customers to improve patients' lives throughout the transplant journey and this fundraise is a key step in achieving this goal."

Related Party Transactions - AIM Rule 13 Disclosures

Further to the announcement released by the Company at 7.00 a.m. on 24 January 2024 (RNS Number: 6987A), Christopher Mills / Harwood Capital LLP¹ ("Harwood Capital") has confirmed its conditional participation in the Placing and will invest in 3,333,333 Placing Shares for consideration of £300,000 at the Issue Price. Immediately prior to this announcement, Harwood Capital owned 30,437,500 Ordinary Shares, representing approximately 17.87 per cent. of the Company's existing issued ordinary share capital. As a Substantial Shareholder (as defined in the AIM Rules), the participation of Harwood Capital in the Placing constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.

Additionally, the Chairman of Verici Dx, Julian Baines, has conditionally participated in the Placing for, 277,777 Ordinary Shares at the Issue Price, raising gross proceeds of approximately £25,000.

The independent Directors, (being the Directors other than Julian Baines), having consulted with Singer Capital Markets as the Company's nominated adviser, consider that the participations by Harwood Capital and Julian Baines in the Placing are each fair and reasonable in so far as shareholders are concerned.

1           Christopher Mills is the controlling shareholder and CEO of Harwood Capital LLP and its associate Harwood Capital Management (Gibraltar) Ltd, which act as administrator or investment manager to two investment trusts on whose boards Christopher Mills serves. The interests of these investment trusts are therefore aggregated with those of Christopher Mills (which include those of his immediate family).

2           This assumes the issue of the 69,111,111 Placing Shares only and does take into account any new issuance under the Retail Offer

Admission

Application will be made to the London Stock Exchange for 60,038,866 EIS/VCT Shares and for at least 9,072,245 Non-EIS/VCT Placing Shares to be admitted to trading on AIM. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

It is expected that that Admission of the Placing Shares will become effective at 8.00 a.m. on 20 February 2024.

Total Voting Rights

A further announcement will be made in relation to total voting rights in the Company's ordinary share capital following completion of the Retail Offer, when the total number of New Ordinary Shares to be issued pursuant to the Placing and the Retail Offer will be known.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Enquiries:

About Verici Dx plc www.vericidx.com

Verici is a developer of a complementary suite of leading-edge tests forming a kidney transplant platform for personalised patient and organ response risk to assist clinicians in medical management for improved patient outcomes.  The underlying technology is based upon artificial intelligence assisted transcriptomic analysis to provide RNA signatures focused upon the immune response and other biological pathway signals critical for transplant prognosis of risk of injury, rejection and graft failure from pre-transplant to late stage.  The Company also has a mission to accelerate the pace of innovation by research using the fully characterised data from the underlying technology, including through collaboration with medical device, biopharmaceutical and data science partners.

The foundational research was driven by a deep understanding of cell-mediated immunity and is enabled by access to expertly curated collaborative studies in highly informative cohorts in kidney transplant.

IMPORTANT NOTICES

This Announcement and the information contained herein is for information purposes only and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Placing Restricted Jurisdictions"). The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be ordered, sold, or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and, in each case, in compliance with the securities law of any state or any other jurisdiction of the United States. No public offering of the New Ordinary Shares is being made in the United States. Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Fundraising. This Announcement does not constitute or form part of an order to sell or issue or a solicitation of an order to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Placing Restricted Jurisdictions or any other jurisdiction in which such order, subscription or acquisition or solicitation of such order, subscription or acquisition would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Placing Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, Singer Capital Markets or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required.

Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker and bookrunner exclusively to the Company and to no-one else in connection with the Placing and Admission and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matters referred to in this Announcement.

Singer Capital Markets Advisory LLP, which is authorised and regulated in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules in connection with the Placing and Admission and to no-one else in connection with the Placing and Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matters referred to in this Announcement. Singer Capital Markets Advisory LLP's responsibilities as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person in respect of his or her decision to acquire shares in the capital of the Company in reliance on any part of this Announcement or otherwise.

This Announcement has been issued by and is the sole responsibility of the Company. 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 or on behalf of the Company (except to the extent imposed by law or regulations), Singer Capital Markets or by their affiliates or their respective agents, directors, officers and employees as, or in relation, to the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on their behalf, the Company or any other person in connection with the Company, the Fundraising or Admission or for any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Singer Capital Markets and its affiliates and agents disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this Announcement or any such statement.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than to trading on AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgement at the date of this Announcement and the information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation and/or FSMA), the Company, its directors, Singer Capital Markets, their respective affiliates and any person acting on its or their behalf each expressly disclaims any obligation or undertaking to publish any updates, supplements or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based, except where required to do so under applicable law or regulation or by the FCA or the London Stock Exchange. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic and business cycles, the terms and conditions of the Company's financing arrangements, foreign currency rate fluctuations, competition in the Company's principal markets, acquisitions or disposals of businesses or assets and trends in the Company's principal industries. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. No person should place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of Publicly Available Information, which has not been independently verified by Singer Capital Markets.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Fundraising. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

In connection with the Placing, Singer Capital Markets and its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents may take up a portion of the shares of the Company in the Placing in a principal position and in that capacity may retain, purchase or sell for its own account such shares and other securities of the Company or related investments and may offer or sell such shares, securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Singer Capital Markets and any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents as, acting in such capacity. In addition, Singer Capital Markets and any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents may enter into financing arrangements (including swaps, warrants or contracts for difference) with investors in connection with which Singer Capital Markets and any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. Neither Singer Capital Markets nor any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.