News Archives - Page 5 of 9

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)ⁱ

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:			Verici DX plc
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights						X
Other (please specify)ⁱⁱⁱ:
3. Details of person subject to the notification obligation^iv
Name			EKF Diagnostics Holdings Plc
City and country of registered office (if applicable)			Cardiff, United Kingdom
4. Full name of shareholder(s) (if different from 3.)^v
Name			EKF Diagnostics Holdings Plc
City and country of registered office (if applicable)			Cardiff, United Kingdom
5. Date on which the threshold was crossed or reached^vi:			14 March 2022
6. Date on which issuer notified (DD/MM/YYYY):			17 March 2022
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) ^vii
Resulting situation on the date on which threshold was crossed or reached	5.77%			5.77%	9,820,838
Position of previous notification (if applicable)	1.89%			1.89%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii
A: Voting rights attached to shares
Class/type of sharesISIN code (if possible)		Number of voting rights^ix					% of voting rights
		Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
Ordinary shares GB00BM8HZD43				9,820,838					5.77%
SUBTOTAL 8. A		9,820,838					5.77%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument		Expiration date^x	Exercise/ Conversion Period^xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date^x		Exercise/ Conversion Period ^xi		Physical or cash settlement^xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer^xiii				X
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv(please add additional rows as necessary)
Name^xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder		See Section 4
The number and % of voting rights held
The date until which the voting rights will be held

11. Additional information^xvi
Figures are based on total voting rights of 170,319,245

Place of completion	Avon House, 19 Stanwell Road, Penarth, Cardiff, CF64 2EZ
Date of completion	17 March 2022

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)ⁱ
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:			Verici DX plc
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights						X
Other (please specify)ⁱⁱⁱ:
3. Details of person subject to the notification obligation^iv
Name			Unicorn Asset Management Limited
City and country of registered office (if applicable)			London, United Kingdom
4. Full name of shareholder(s) (if different from 3.)^v
Name			Unicorn AIM VCT plc
City and country of registered office (if applicable)			Newton Abbot, United Kingdom
5. Date on which the threshold was crossed or reached^vi:			14 March 2022
6. Date on which issuer notified (DD/MM/YYYY):			16 March 2022
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) ^vii
Resulting situation on the date on which threshold was crossed or reached	4.70%			4.70%	8,000,000
Position of previous notification (if applicable)	3.17%			3.17%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii
A: Voting rights attached to shares
Class/type of sharesISIN code (if possible)		Number of voting rights^ix					% of voting rights
		Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
Ordinary shares GB00BM8HZD43				8,000,000					4.70%
SUBTOTAL 8. A		8,000,000					4.70%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument		Expiration date^x	Exercise/ Conversion Period^xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date^x		Exercise/ Conversion Period ^xi		Physical or cash settlement^xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer^xiii				X
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv(please add additional rows as necessary)
Name^xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder		See Section 4
The number and % of voting rights held
The date until which the voting rights will be held

11. Additional information^xvi
Figures are based on total voting rights of 170,319,245

Place of completion	Unicorn Asset Management Limited, Preachers Court, Charterhouse, Charterhouse Square, London, EC1M 6AU
Date of completion	16 March 2022

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)ⁱ

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedⁱⁱ:			VERICI DX PLC
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights						X
Other (please specify)ⁱⁱⁱ:
3. Details of person subject to the notification obligation^iv
Name			CANACCORD GENUITY GROUP INC
City and country of registered office (if applicable)			VANCOUVER, CANADA
4. Full name of shareholder(s) (if different from 3.)^v
Name			DISCRETIONARY CLIENTS
City and country of registered office (if applicable)			As above
5. Date on which the threshold was crossed or reached^vi:			14 MARCH 2022
6. Date on which issuer notified (DD/MM/YYYY):			15 MARCH 2022
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer (8.A + 8.B) ^vii
Resulting situation on the date on which threshold was crossed or reached	5.0487			5.0487	8,598,969
Position of previous notification (if applicable)	N/A			N/A

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii
A: Voting rights attached to shares
Class/type of sharesISIN code (if possible)		Number of voting rights^ix					% of voting rights
		Direct (DTR5.1)		Indirect (DTR5.2.1)			Direct (DTR5.1)		Indirect (DTR5.2.1)
GB00BM8HZD43				8,598,969					5.0487
SUBTOTAL 8. A		8,598,969					5.0487

B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument		Expiration date^x	Exercise/ Conversion Period^xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights



			SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument	Expiration date^x		Exercise/ Conversion Period ^xi		Physical or cash settlement^xii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer^xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity^xiv(please add additional rows as necessary)				X
Name^xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Canaccord Genuity Group Inc.	5.0487		5.0487
Canaccord Genuity Wealth Group Holdings Limited	5.0487		5.0487
Canaccord Genuity Wealth Group Holdings (Jersey) Limited	5.0487		5.0487
Canaccord Genuity Wealth Group Limited	5.0487		5.0487
Canaccord Genuity Wealth Limited	0.0185		0.0185
Hargreave Hale Ltd	5.0302		5.0302

10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information^xvi
The change in the percentage of shares held is due entirely to participation in the placing by Verici DX plc, the shares from which were admitted to AIM on 14/03/2022.

Place of completion	BLACKPOOL, ENGLAND
Date of completion	15 MARCH 2022

Further to the announcement made at 7.10 a.m. on Friday 4 March, the Subscription has now closed and the Fundraise has successfully concluded, save for Admission.

In aggregate, 1,288,937 Subscription Shares will be subscribed for at the Fundraise Price of 35 pence, to raise gross proceeds from the Subscription of approximately £0.45 million. Together with the £9.55 million of funds being raised through the planned issue of 27,282,492 Placing Shares announced last week, the total proceeds from the Fundraise will therefore be £10.0 million before expenses (approximately $13.3 million).

The 28,571,429 shares to be issued in total pursuant to the Fundraise represent approximately 20.16% of the Company’s existing share capital. The issue of the Placing Shares, other than the EIS/VCT Shares, and of the Subscription Shares is conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms prior to Admission.

Related Party Transaction

Following the launch of the Subscription, announced 7.10 a.m. on Friday 4 March, The Icahn School of Medicine at Mount Sinai (“Mount Sinai”) has subscribed for 1,074,114 Subscription Shares. As at the date of this announcement, Mount Sinai holds 18,427,216 shares in the Company, representing 13.00 per cent. of the Company’s existing issued share capital. As a Substantial Shareholder (as defined in the AIM Rules), the participation by Mount Sinai in the Subscription constitutes a related party transaction pursuant to AIM Rule 13.

The independent Directors of Verici Dx (as defined below), having consulted with Singer Capital Markets as the Company’s nominated adviser, consider that the terms of the participation by Mount Sinai in the Subscription are fair and reasonable in so far as shareholders are concerned. For the purpose of considering this matter, the Independent Directors means the Directors of the Company other than Dr. Erik Lium, who represents Mount Sinai on the Verici Dx Board, and Julian Baines, who abstained from consideration of this matter as EKF Diagnostics Holdings plc, of which he is Deputy Chairman and a director, is also participating in the Fundraise via the Placing.

Admission

Applications have been made to the London Stock Exchange for 14,285,714 EIS/VCT Shares and for a further 14,285,715 Non-EIS/VCT Placing Shares and Subscription Shares to be admitted to trading on AIM. When issued,

the Placing Shares and the Subscription Shares 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.

Settlement of the EIS/VCT Placing Shares is taking place today and settlement of the Non-EIS/VCT Placing Shares and the Subscription Shares will take place following Admission (of all of the Placing Shares and the Subscription Shares) at 8.00 a.m. on 14 March 2022.

Total Voting Rights

Immediately following Admission, the Company’s issued share capital (as enlarged by the Fundraise) will increase to 170,319,245 Ordinary Shares. Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury. Accordingly, immediately following Admission, the total number of voting rights will be 170,319,245. From Admission, this figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.

Enquiries:

IMPORTANT NOTICES

“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 or solicitation 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 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. 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. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. 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 expressly disclaims any obligation or undertaking to publish any updates 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. 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. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

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 years would necessarily match or exceed the historical published earnings per share of the Company.

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 SCM.

This Announcement does not constitute a recommendation concerning any investor’s investment decision with respect to the Placing. 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, SCM 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 SCM and any of its respective partners, directors, officers, employees, advisers, consultants, affiliates or agents as, acting in such capacity. In addition, SCM 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 SCM 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 SCM 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.

The Placing Shares to be issued and/or purchased pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

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.

Further to the announcement made at 7.10 a.m. today, Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, is pleased to announce the successful completion of the Placing.

The Placing has raised gross proceeds of approximately £9.55million (before expenses), through the placing of 27,282,492 Placing Shares with existing and new investors at the Fundraise Price of 35 pence. 14,285,714 of the Placing Shares are EIS/VCT qualifying (the “EIS/VCT Shares”).

The 27,282,492 Placing Shares represent approximately 19.25% per cent. of the existing issued share capital of the Company.

The Subscription is expected to generate further gross proceeds of approximately £0.45 million and will remain open until further notice to allow a limited number of entities and individuals who are outside of the United Kingdom to subscribe. A further announcement will be made in due course relating to the completion of the Subscription and the Fundraise.

The Placing Shares, other than the EIS/VCT Shares, and the Subscription Shares are conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms prior to Admission.

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

Sara Barrington, CEO of Verici Dx, commented:

“In these challenging times we are particularly grateful to be able to access additional funds through the support of both existing and new shareholders. Verici will now focus on executing its strategic growth and commercialisation plans and we look forward to updating the market on our progress in what will be an important year for the Company, as we strive to bring improvements in patient outcomes and healthcare economics to the kidney transplant market.”

Related Party and Other Transactions

Further to the announcement released by the Company at 7:10am p.m. on 4 March 2022 , Christopher Mills / Harwood Capital LLP¹ (“Harwood Capital”) has confirmed its participation in the Placing and will invest in 2,928,571 Placing Shares for consideration of £1.025 million. Immediately prior to this announcement, Harwood Capital owned 28,368,572 Ordinary Shares, representing approximately 20.01% per cent. of the Company’s existing issued 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.

The Directors (all of whom are regarded as being independent of Harwood Capital), having consulted with Singer Capital Markets as the Company’s nominated adviser, consider that the participation by Harwood Capital in the Placing is fair and reasonable in so far as shareholders are concerned.

Harwood Capital is a substantial shareholder in both Verici and EKF (in which it owns a 28.48% interest). Christopher Mills is Chair of EKF and Julian Baines, the Chair of Verici, is its Deputy Chairman. Having regard to these facts and noting that although EKF does not fall under the definition of a related party under the AIM Rules and therefore its investment in 7,142,857 Placing Shares for a consideration of £2.5 million does not qualifying as a related party transaction under Rule 13, the participation by EKF in the Fundraise has nonetheless been closely considered. The independent Directors of Verici, being those other than Julian Baines in relation to EKF’s participation in the Placing, having consulted with Singer Capital Markets, the Company’s nominated adviser, consider that the terms of the investment by EKF are fair and reasonable in so far as shareholders are concerned.

Note:

1 Christopher Mills is the controlling shareholder of Harwood Capital, whose associate companies act as adviser or investment manager to two investment trusts on whose boards Christopher Mills serves. The interests of Harwood Capital are therefore aggregated with those of Christopher Mills (which include those of his immediate family).

Admission

Applications will be made to the London Stock Exchange for 14,285,714 EIS/VCT Shares and for at least 14,285,715 Non-EIS /VCT Placing Shares (including the Subscription 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 settlement of the EIS/VCT Placing Shares will take place on 11 March 2022 and that Admission of the Placing Shares and the Subscription Shares will become effective at 8.00 a.m. on 14 March 2022.

Total Voting Rights

A further announcement will be made in relation to Company’s increased total voting rights following completion of the Subscription.

Enquiries:

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 or solicitation 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.

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

Cautionary statements

The Placing Shares to be issued and/or purchased pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

Further to the announcement made at 7.10 a.m. today, the Placing has now closed and the Bookbuild has been successfully concluded. The Subscription will remain open until further notice to allow a limited number of entities and individuals who are outside of the United Kingdom to subscribe.

Participants in the Placing will be contacted by Singer Capital Markets as soon as practicable today to confirm their allocations once finalised. A further announcement will be made in due course confirming details of the Fundraise.

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company at 7.10 a.m. today to announce the launch of the Fundraise.

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IMPORTANT NOTICES

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

Cautionary statements

The Placing Shares to be issued and/or purchased pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

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Proposed Placing launch via accelerated bookbuild (ABB) and direct Subscription
Definitions contained within Appendix II to this Announcement apply unless the context otherwise requires

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces its intention to conduct a fundraise through the non pre-emptive issue of at least 28,571,429 new ordinary shares at a price of 35 pence per share (the “Fundraise Price”), to raise gross proceeds for the Company of at least £10.0 million (approximately $13.3 million) (the “Fundraise”).

The Fundraise will comprise a non-pre-emptive placing with institutional and other investors (the “Placing”) and a direct subscription with a limited number of entities and individuals who are outside of the United Kingdom (the “Subscription”).

The Fundraise Price of 35 pence represents a discount of 6.67 per cent. to Verici’s closing mid-price on 3 March 2022 (being the last practicable day prior to the publication of this Announcement).

Transaction Highlights

The Company intends to use the net proceeds of the Fundraise to take advantage of the opportunities outlined in the Progress and Strategy announcement released on 12 January 2022 and continue the accelerated progress the Company has experienced to date.

As of 31 December 2021, the Company had unaudited net cash of £7.7 million ($10.3 million). The net proceeds of the Fundraise will be used, together with the Company’s existing available resources, to:

Maintain momentum on the development of the Company’s third product, Protega™, to maximise the efficiency gains in using existing validation sites set up for the Company’s two lead products, Clarava™ and Tuteva™;
Carry out planned construction of the Company’s expanded CLIA approved laboratory facilities in Tennessee to support the scale-up of business operations in advance of commercialisation;
Accelerate the commercialisation of lead products Clarava™ and Tuteva™ through advocacy with clinicians;
Explore potential growth opportunities including adding new technology (including possible in-licence or acquisition) and Artificial Intelligence (“AI”) capability to support and enhance the use of Verici Dx product tests alongside digital histopathology imagery;
Develop the Company’s nascent data assets; and
Support general working capital purposes.

The Placing Shares are being offered, subject to the satisfaction of certain conditions set out in the Appendix to this announcement, by way of an accelerated bookbuild (the “Bookbuild”) which will be launched immediately following this Announcement. Singer Capital Markets Securities Limited (“Singer Capital Markets“) is acting as the sole bookrunner in connection with the Placing.

The Placing, which is conditional on, amongst other things, Admission, is being carried out within the Company’s existing shareholder authority to issue shares on a non pre-emptive basis. The number of Placing Shares will be agreed by the Company in conjunction with the bookrunner following the close of the Bookbuild to further orders, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, acceptance of any orders received after a close of Bookbuild announcement, final allocations and the total size of the Placing shall be determined at the absolute discretion of the Company and the bookrunner. The Placing is not conditional upon the Subscription and is likely to complete before the Subscription is closed. The Fundraise will not in any event involve the issue of more than 35,436,954 new ordinary shares, being the maximum limit under the Company’s existing authority to allot shares on a non pre-emptive basis. Neither the Placing nor the Subscription is being underwritten.

As part of the Placing, the Company is seeking to raise funds by the issue of Placing Shares to Venture Capital Trusts (“VCTs”) and investors seeking tax relief under the Enterprise Investment Scheme (“EIS”) (together the “EIS/VCT Placing Shares”) (the “EIS/VCT Placing”). The raising of funds via the issue of the balance of the Placing Shares is referred to herein as the “Non-EIS/VCT Placing”.

The EIS/VCT Placing Shares to be issued pursuant to the First Placing are intended to rank as “eligible shares” for the purposes of EIS and VCT investors and a “qualifying holding” for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007 (“ITA 2007”). The Company has not made an advanced assurance application to HM Revenue & Customs (“HMRC”) in respect of EIS qualification of this Placing, but the Company has obtained a written opinion from specialist tax advisers confirming that the Company would, subject to the relevant limits on such issuances, be able to issue the EIS/VCT Placing Shares as “eligible shares” under the relevant sections of the ITA 2007. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the EIS/VCT Placing Shares. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn. If the Company carries on activities beyond those disclosed to HMRC in a prior advance clearance, then shareholders may cease to qualify for the tax benefits. Placees must take their own advice and rely on it.

The allotment and issue of the EIS/VCT Placing Shares is not conditional upon completion of the Non-EIS/VCT Placing, which is conditional upon Admission and, once made, such allotments under the EIS/VCT Placing will remain valid regardless of whether -Admission occurs and the Non-EIS/VCT Placing completes.

Expected Timetable of Principal Events

	*2022*
Announcement of the Fundraising	7.00 a.m. on 4 March
Announcement of the results of the Fundraising	4 March
Allotment and issue of the EIS/VCT Placing Shares	11 March
Allotment and issue of the Non-EIS/VCT Placing Shares and the Subscription Shares	14 March
Admission and commencement of dealings in the Placing Shares	14 March

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service.

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Lead products meet comprehensive requirements at CLIA-certified laboratory, representing an important milestone towards commercialisation

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces that its two lead in vitro diagnostic assays, Clarava™ and Tuteva™, have successfully completed analytical validation under the CLIA¹ requirements, meeting comprehensive criteria for robust assay performance. Publication of the study will be made later in the year providing key data to support clinical use.

Analytical validation is an essential element of defining the performance characteristics and platform capabilities of in vitro diagnostic assays, including reproducibility, accuracy, limits of detection, and risk of interferences for any clinician wanting comprehensive data about the reliability of testing. Data collected during analytical validation is essential for the subsequent clinical interpretation of assay results. The process to attain analytical validation is established by regulatory requirements under CLIA¹, and its successful completion represents an important milestone towards commercialisation for both Clarava™ and Tuteva™ prior to the results of the clinical validation study expected at the end of Q1 2022.

The analytical validation data also represents a significant milestone in the pathway to reimbursement. Under the Molecular Diagnostic Services Programme (“MolDx”)², which was developed to identify and provide coverage and reimbursement for molecular diagnostic tests under Medicare, the successful completion and submission of analytical validation studies, in addition to the clinical validation studies, are required for consideration of coverage.

Clarava™ and Tuteva™, are novel, complex RNA expression next-generation sequencing assays coupled with proprietary prediction algorithms, that aim to understand a patient’s pre and post kidney transplant immunologic response. The nature of assay processing for these tests requires specialised expertise that demonstrates precise results and for which all essential performance characteristics are verified.

Michael J. Donovan, Chief Medical Officer, Verici Dx, said: “2022 has started positively for Verici Dx and this latest successful completion of analytical validation is a significant milestone in the pathway to commercialisation, indicating that the performance characteristics and quality design capabilities of our lead tests meet the comprehensive regulatory requirements as set forth by CMS through CLIA.

“We have previously indicated that by the end of this year, the Company will have moved from being solely a Research and Development organisation to one with commercial products, and the important step of analytical validation keeps us on track to do so. A manuscript detailing the key analytical validation data is currently underway, which we look forward to sharing with the clinical community in due course.”

The Clinical Laboratory Improvement Amendments or CLIA regulate laboratory testing and require clinical laboratories to be certified by the Center for Medicare and Medicaid Services (CMS) before they can accept human samples for diagnostic testing. Verici’s laboratory in Nashville, TN, obtained CLIA certification in July 2021.
MolDX: Molecular Testing for Solid Organ Allograft Rejection (L38582); available at:
https://www.cms.gov/medicare-coverage-database/view/lcd.aspx?lcdid=38582&ver=4&bc=0

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