Nominated Adviser and Joint Broker
Cavendish Capital Markets Limited
One Bartholomew Close
Solicitors to the Company
Addleshaw Goddard LLP
107 West Regent Street
Financial PR & Investor Relations
75 King William Street
Telephone: +44 (0)20 7933 8780
Email: [email protected]
Jeffreys Henry LLP
5-7 Cranwood Street
Cavendish Securities Plc
6 7 8 Tokenhouse Yard
Link Asset Services
34 Beckenham Road
Kent BR3 4TU
Crowe U.K. LLP
55 Ludgate Hill
GENinCode is a U.K. limited company specializing in risk assessment and prediction of cardiovascular disease. Cardiovascular disease (CVD) is a broad disease classification which includes coronary artery disease such as angina and myocardial infarction often referred to as heart attack. CVD also includes stroke, heart failure, hypertension, venous thromboembolism and other vascular heart diseases and is the leading cause of death and disability worldwide accounting for 1 in every 4 deaths in the United States.
GENinCode products provide genetic information to enable patients and healthcare practitioners to assess and predict the onset of cardiovascular disease. Our tests and reports help inform health care practitioners and patients of their health risk enabling behavioral and lifestyle changes alongside delivering the most effective treatment pathways.
GENinCode U.K. Limited was incorporated in September 2018 and subsequently acquired the products, assets and know-how of the Ferrer inCode and the Gendiag.exe businesses, then part of Ferrer, a large pharmaceutical and healthcare company based in Spain. GENinCode has a strong, granted intellectual property portfolio with a vision to educate patients on cardiovascular risk assessment using the predictive capability of GENinCode products and lifestyle choices to help improve patient outcomes.
GENinCode has amassed significant investment over the past 15 years in its research and development of predictive and preventative technology to cardiovascular disease.
GENinCode has developed a proprietary online cloud-based system Sitab® to integrate patients clinical and genetic data and provide online reporting capabilities to health care practitioners.
The Core Products of GENinCode Include:
- Cardio inCode® - Score and Check® - Coronary predictive/risk assessment.
- Thrombo inCode® - Hematology, Recurrent Pregnancy Loss and Oncology, Thrombosis (blood clots) predictive/risk assessment.
- Lipid inCode® - Familial Hypercholesterolemia Diagnosis and risk stratification.
- SudD inCode® - Hereditary Cardiomiopathies diagnosis, Risk assessment for sudden cardiac events.
GENinCode is a company incorporated in England and Wales under the Companies Act 2006 with the company number 11556598. The Company's main country of operations is the United Kingdom.
The Directors recognise the importance of sound corporate governance and confirm that, following Admission, they intend to comply with the QCA Code, (as devised by the QCA in consultation with a number of significant institutional small company investors). The Directors also confirm that, although compliance with the UK Corporate Governance Code is not compulsory for AIM companies, they intend to comply with the recommendations of the UK Corporate Governance Code where practicable, having regard to the current stage of development of the Company. Following Admission, the Board will comprise six Directors of which three are executives and three are non-executives, reflecting a blend of different experience and backgrounds. The Board considers two of the non-executives to be independent. The Company intends to appoint one further independent Non-Executive Director with appropriate knowledge and skills as soon as practicably possible following Admission and in any event within six months from Admission.
Following Admission, the Board will meet regularly to review, formulate and approve the Group’s strategy, budgets, and corporate actions and oversee the Group’s progress towards its goals. In accordance with the best practice, the Company has established Audit, Remuneration and Nomination committees with formally delegated duties and responsibilities and with written terms of reference. Each of these committees will meet as and when appropriate, but at least twice each year. From time to time separate committees may be set up by the Board to consider specific issues when the need arises.
The Audit Committee assists the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Group’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. Membership of the Audit Committee compromises William Rhodes, Felix Frueh, and Huon Gray, and it is chaired by William Rhodes. The Audit Committee meets formally not less than two times every year and otherwise as required.
The Remuneration Committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Executive Directors. This includes agreeing with the Board the framework for remuneration of the Executive Directors, the company secretary, and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Executive Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to their own remuneration. The membership of the Remuneration Committee comprises William Rhodes, who chairs the committee, Huon Gray and Sergio Oliveró. The Remuneration Committee meets not less than twice a year and at such other times as the chairman of the committee shall require.
The Nomination Committee has responsibility for reviewing the structure, size and composition of the Board and recommending to the Board any changes required for succession planning and for identifying and nominating (for approval of the Board) candidates to fill vacancies as and when they arise. The Nomination Committee is also responsible for reviewing the results of the Board performance evaluation process and making recommendations to the Board concerning suitable candidates for the role of senior independent director and the membership of the Board’s committees and the re-election of Directors at the annual general meeting. There is not currently a separate nominations committee as all decisions relating to the identification and nomination of Board positions are taken by the entire Board. The membership of the Nomination Committee comprises William Rhodes, who chairs the committee, Huon Gray, Felix Frueh, and Sergio Oliveró.
GENinCode has not applied or agreed to have any of its securities admitted or traded on any other exchanges or trading platforms.
GEN inCode UK
One St. Peters Square
There are no restrictions on the transfer of the Company's ordinary shares.
The number of shares in issue is 95,816,866.
|Shareholder||No. of ordinary shares||% of issued share capital|
|Maven Income and Growth VCT1||10,611,864||11.08%|
|Santi – 1990 SL||10,386,182||10.84%|
|Downing 1 VCT plc2||6,367,318||6.65%|
|Chelverton Asset Management||5,681,818||5.93%|
|Equipos Medicos-Biologicos SA||3,574,000||3.73%|
|Sonia Rodriguez Clemente||3,150,000||3.29|
1 held via Maven Income and Growth plc, Maven Income and Growth VCT 3 plc, Maven Income and Growth VCT 4 plc and Maven Income and Growth VCT 5 plc
2 held via Downing 1 VCT plc and Downing 4 VCT plc.
|Director||No. of ordinary shares||% of issued share capital|
1Aggregated with the interests of his wife, Sonia Rodriguez Clemente who holds 3,150,000 Ordinary Shares
2Jordi Puig and Sergio Olivero entered into an option agreement whereby Jordi Puig could call for the transfer of some or all of the Ordinary Shares in the capital of the Company held by Equipos Medico Biologicos S.A. Jordi Puig is therefore treated as being interested in such shares
* Paul Foulger’s wife, Laura Deegan, holds 568,182 shares in the Company representing 0.59% of the Company
Shares not in public hands
Insofar as it is aware, 62.05% of the Company's securities is not in public hands.
Statement of the Rights of Shareholders
The rights of shareholders are governed by UK law.
Restrictions in transfer of AIM securities
There are no restrictions on the transfer of the Company's ordinary shares.
The Company is subject to the provisions of the City Code on Takeover and Mergers.