The Admission Document for GENinCode upon admission to the AIM Market on 22 July 2021 is available in PDF format to download here.
Nominated Adviser and Joint Broker
Stifel Nicolaus Europe Limited
4th Floor, 150 Cheapside London EC2V 6ET
Cenkos Securities plc
6 7 8 Tokenhouse Yard London EC2R 7AS
Solicitors to the Company
Addleshaw Goddard LLP
Cornerstone 107 West Regent Street Glasgow G2 2BA
Link Asset Services
The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Financial PR & Investor Relations
75 King William Street London EC4N 7BE
Telephone: +44 (0)20 7933 8780 Email: GENinCode@walbrookpr.com
Crowe U.K. LLP
55 Ludgate Hill London EC4M 7JW
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.
Directors Biographical Details
Matthew Walls – Chief Executive Officer
Mr Walls became Chief Executive Officer of GENinCode on incorporation in September 2018. Between September 2018 and October 2019 he was also Chairman of Concepta plc (now MyHealthChecked plc), which he left to dedicate his time to GENinCode. Prior to that Mr Walls was CEO and Executive Chairman of Atlantis Healthcare, a leading international patient behavioural change company. Before joining Atlantis Healthcare, Mr Walls spent over eight years as CEO of the personalised medicine and molecular diagnostics company Epistem Holdings plc (now genedrive plc), which he joined on listing on AIM in 2017. He brings more than 30 years of senior leadership experience in leading, advising and developing public and private health care technology companies. Mr Walls started his career with ICI helping to lead its transition to AstraZeneca where he became Global Commercial Director and was commercially and financially responsible for strategy and international business operations. Mr Walls qualified as an accountant with ICI plc and studied at Manchester University.
Jordi Puig – Chief Operations Officer
Mr Puig Gilberte founded GENinCode in September 2018 and is the Group’s Chief Operating Officer. Prior to forming GENinCode, he worked for the Ferrer Group from 2006 through to 2018 where he was initially co-founder and CFO of the company’s personalised medicine division Gendiag.exe and then CEO of Ferrer inCode, the division from which the Company acquired its core products and technology in September 2018. He brings more than 15 years’ experience in pharmaceuticals, biotech and global strategic alliances and finance. He qualified as an accountant with Arthur Andersen.
Paul Foulger – Chief Financial Officer
Mr Foulger joined GENinCode in 2020. He has experience in managing a broad range of corporate transactions including several IPOs on the AIM market, two management buy-outs, over £100m of fund-raising and a number of acquisitions both in Europe and the US. He has been FD at NovaBiotics Ltd, Venn Life Sciences plc and Elsevier Science, amongst others. More recently he was Group CFO at EKF Diagnostics plc, the global point-of-care and central lab devices and tests medical manufacturer. He is currently non-executive director of Autoclenz and Penrhos Bio, and consults with PredictImmune Ltd. Mr Foulger holds an MBA from Warwick Business School and is a qualified Certified Accountant.
Bill Rhodes – Independent Non-Executive Chairman
Mr. Rhodes became Chairman of GENinCode in January 2021. He is also Chairman of the Nasdaq-listed bioinformatics and genomic analysis company OpGen Inc., and a Non-Executive Director of California-based Nodexus Inc. as well as OncoDNA S.A.., located in Belgium He previously served as Chairman of the Supervisory Board of the Dutch private company CytoSmart Technologies BV, a non-executive director of the AIM-listed in vitro diagnostic company Omega Diagnostics Group plc and a board member of Paramit, a California-based private medical device contract manufacturer. Mr. Rhodes serves as an
Operating Partner for Altaris Capital Partners, a large U.S.-based healthcare private equity fund. He is also Senior Executive in Residence mentoring life science start-ups at Cornell University, with which he has been involved since 2013. Prior to his role at Cornell University, he spent 14 years at Becton, Dickinson & Co. (BD), one of the world’s leading suppliers of medical, diagnostic and life science research products. During his time at BD, he held a number of senior leadership positions most
latterly as Senior Vice President, Corporate Strategy and Development, responsible for the group’s worldwide mergers and acquisitions and corporate strategies. Prior to the role, Mr. Rhodes was Worldwide President of BD Biosciences, a business segment with turnover of over US$1.0 billion. Prior to working for BD, he held senior business development positions with Pfizer and J&J. He has a BSc in entomology from Cornell University and an MSc in International Business from Seton Hall University.
Sergio Olivero – Independent Non-Executive Director
Mr Olivero was appointed a non-executive director of GENinCode in May 2020. Mr Olivero is a veteran in the life sciences/healthcare industry with more than 30 years’ experience in diagnostics in Spain and Portugal leading his own company Equipes Medico-Biológicos with a highly successful track record of medical device provision to the IVF market.
Professor Huon Gray CBE – Independent Non-Executive Director
Huon has 30 years’ experience practising as a consultant cardiologist for the NHS and private sector, with particular experience in cardiovascular risk assessment and interventional cardiology. Huon served as the National Clinical Director for Heart Disease in the Department of Health and then NHS England from 2012-2019, advising government, all party parliamentary groups, the NHS and NICE on healthcare delivery and reform. He is a former President of the British Cardiac Society (now the British Cardiovascular Society) and was previously Chair of the International Committee of the American College of Cardiology. In 2018, Huon was awarded the honour of Master of the American College of Cardiology, the only recipient outside of the US, and the Mackenzie Medal by the British Cardiovascular Society in 2014 in recognition of his services to British cardiology. In 2019, he was made a CBE for his services to cardiology. Huon’s exposure to the US healthcare system through his work with the American College of Cardiology over 15 years, in roles such as Trustee and Chair of its Governance Committee, will support the Company as it targets the US as one of its primary markets. Additionally, during Huon’s tenure at NHS England, he acted as a liaison with industry and Academic Health Science Networks, helping deliver healthcare in the NHS through encouraging the adoption of innovation and new technology.
Felix Frueh – Non-Executive Director
Felix Frueh was appointed a Non-Executive Director of GENinCode in April 2022. He is a senior life sciences executive with in-depth expertise in corporate, regulatory, and commercialisation strategies, with a particular focus on precision medicine. He has over 25 years of experience setting scientific and corporate strategy in precision medicine, and has founded several start-ups in the diagnostics and pharmaceutical sectors. He has worked in the regulatory space for 18 years, including five years working with the FDA. In addition to his career with the FDA, Felix oversaw the creation and operations of the world’s largest next-generation, Clinical Laboratory Improvement Amendments (CLIA)-certified, whole human genome sequencing laboratory, as the Chief Scientific Officer of Human Longevity (HLI). He received his PhD in biochemistry from the University of Basel in Switzerland and completed postdoctoral fellowships at the University of Basel and Stanford University.
GENinCode has not applied or agreed to have any of its securities admitted or traded on any other exchanges or trading platforms.
There are no restrictions on the transfer of the Company’s ordinary shares.
The number of shares in issue is 95,816,866.
NO. OF ORDINARY SHARES
% OF ISSUED SHARE CAPITAL
Maven Income and Growth VCT1
Santi – 1990 SL
Downing 1 VCT plc2
Chelverton Asset Management
Equipos Medicos-Biologicos SA
Sonia Rodriguez Clemente
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.
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.