Verici Dx Plc (LON:VRCI), a developer of advanced clinical diagnostics for organ transplant, has announced a retail offer via the Winterflood Retail Access Platform to raise up to £200,000 through the issue of new ordinary shares of 0.1 pence each in the capital of the Company. Under the WRAP Retail Offer up to 57,142,857 new Ordinary Shares will be made available at a price of 0.35 pence per share.
In addition to the WRAP Retail Offer and as announced at 11.40 a.m. and 5.41 p.m. on 5 June 2026, the Company has raised approximately £2.5 million through a Placing of 700,000,000 new Ordinary Shares at an issue price of 0.35 pence per Ordinary Share. The Issue Price represents a discount of 17.6 per cent. to Verici Dx’s closing mid-price on 4 June 2026 (being the last practicable day prior to the publication of the Proposed Fundraising announcement). The WRAP Issue Price is equal to the Issue Price.
The announcement at 11.40 a.m. on 5 June 2026 sets out the terms, reasons for the Placing and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Placing.
The issue of the WRAP Retail Offer Shares is conditional upon:
• the passing of certain resolutions to be put to shareholders of Verici Dx plc at a General Meeting, which is expected to be held at Shoosmiths LLP’s London office at 1 Bow Churchyard, London EC4M 9DQ at 11.30 a.m. on 22 June 2026; and
• the new Ordinary Shares being admitted to trading on AIM.
It is anticipated that WRAP Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM, at or around 08.00 a.m. on 23 June 2026.
Sign up to WRAP Deal Notifications at: www.winterflood.com/wrap
WRAP Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.
Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of Verici Dx plc, following release of this announcement and through certain financial intermediaries.
A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for WRAP Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the WRAP Retail Offer.
Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact [email protected].
Eligible retail shareholders seeking to invest in WRAP Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme. Further information in relation to the potential eligibility of the WRAP Retail Offer Shares under the EIS is provided below.
Investors looking to rely on this relief must read and understand the further information provided below in relation to the potential EIS eligibility of the WRAP Retail Offer Shares.
The WRAP Retail Offer is expected to close at 2.00 p.m. on 11 June 2026. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the WRAP Retail Offer is expected to be announced by the Company on or around 12 June 2026.
To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.
There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size and timings of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Enterprise Investment Scheme (“EIS”)
The Company last applied for and received advance assurance on 11 July 2025 from HM Revenue & Customs to the effect that certain Verici Dx Plc Shares will be ‘eligible shares’ for the purposes of the EIS, meaning that they are eligible for certain tax relief pursuant to Part 5 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein.
The Company has not since applied for an updated EIS Advance Assurance from HMRC and accordingly there can be no assurance that such EIS Relief will be available or, if it is, whether individual investors will be able to receive EIS Relief in respect of the WRAP Retail Offer Shares they subscribe for under the WRAP Retail Offer. The Company has carried on its business activities as previously described to the HMRC, but if the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits. Investors must take their own advice and rely on it.
The status of the WRAP Retail Offer Shares as ‘eligible shares’ for EIS purposes will in any event be conditional (amongst other things) on the conditions for eligibility being satisfied throughout the period of ownership both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing, in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any investor who is in any doubt as to his taxation position under the EIS legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
The WRAP Retail Offer is offered in the United Kingdom under an exception from prohibitions on offers to the public pursuant to Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024 and under an exemption from the requirement to publish a prospectus under the FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
