OHGR One Health Group PLC

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

FOR IMMEDIATE RELEASE

10 March 2025

One Health Group plc

("One Health" or the "Company")

Result of General Meeting, Open Offer and Total Voting Rights

Update on Proposed Admission to AIM

Capital Raising of £7.8m

One Health Group plc (AQSE: OHGR), a provider of NHS-funded medical procedures, is pleased to announce that, at the General Meeting of the Company held today, all the resolutions set out in the Circular dated 20 February 2025 and put to Shareholders were duly passed. A summary of the voting results is set out below. Accordingly the Company is pleased to confirm anticipated admission of the Enlarged Issued Share Capital of the Company to trading on AIM on 20 March 2025.

Result of Open Offer

The Company also announces that the Open Offer, has closed for acceptances, with valid applications being received, including Excess Entitlements, from Qualifying Shareholders in respect of a total of 172,695 New Ordinary Shares. This represents a take-up of approximately 62.2 per cent of the maximum number of Open Offer Shares available to Qualifying Shareholders. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement and Excess Entitlement.

Accordingly, the Open Offer has raised approximately £0.3 million (before expenses) for the Company, resulting in aggregate gross proceeds from the Capital Raising of approximately £7.8 million.

Result of General Meeting

The Board reports that Resolution 1 passed as an ordinary resolution and Resolutions 2 and 3 passed as special resolutions at the General Meeting of the Company held today. Following the passing of the Resolutions, the Company has, subject to admission of the Enlarged Issued Share Capital to trading on AIM ("Admission"), received the authority for the Directors to allot and issue the New Placing Shares, Retail Offer Shares and Open Offer Shares and adopt new articles of association.

The proxy voting results of the Resolutions are included below:

Admission and Settlement

Application will be made for the 3,159,522 New Ordinary Shares to be admitted to trading on AIM. The issue of the New Ordinary Shares consists of the following:

·      2,888,888 New Placing Shares pursuant to the Placing, raising gross proceeds of approximately £5.2 million;

·      97,939 Retail Offer Shares taken up under the Retail Offer, raising gross proceeds of approximately £0.2 million; and

·      172,695 Open Offer Shares applied for under the Open Offer, raising gross proceeds of approximately £0.3 million.

In addition, the Placing comprised the 1,194,721 Existing Ordinary Shares sold by the Selling Shareholders, raising gross proceeds for the Selling Shareholders of approximately £2.2 million.

As set out in the Company's announcement on 19 February 2025, the Company intends to cancel the admission of the Existing Ordinary Shares to trading on the AQSE Growth Market, and will make an application for admission of the 10,550,093 Existing Ordinary Shares, along with the 3,159,522 New Ordinary Shares, to trading on AIM. Settlement and Admission are expected to take place and dealings in the Ordinary Shares on AIM are expected to commence at 8:00 a.m. on 20 March 2025.

The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares. Following Admission, the Company will have 13,709,615 Ordinary Shares in issue.

Total Voting Rights

Following Admission, the above figure of 13,709,615 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury.

Concert Party Update

The City Code on Takeovers and Mergers (the "Code") is issued and administered by the Panel on Takeovers and Mergers (the "Panel"). The Company is subject to the City Code and therefore its Shareholders are entitled to the protections afforded by the City Code.

In the Circular sent to Shareholders, the Company outlined proposed amendments to and the existing, and anticipated, holdings of certain persons who were presumed, as set out in the Code, to be persons acting in concert with other persons in the same category as previously agreed with the Panel at the time of the Company's IPO on the AQSE Growth Market, as at the date of the Circular. 

Following the results of the Retail Offer and the Open Offer it is anticipated that following Admission, the Revised Concert Party, as described in the Circular, will be interested in 8,425,027 Ordinary Shares representing approximately 61.45 per cent. of the Enlarged Issued Share Capital. Of the Revised Concert Party members, Derek Bickerstaff (including the interests of his spouse, Michelle Bickerstaff) is expected to be interested in 5,550,000 Ordinary Shares following Admission, representing approximately 40.48 per cent. of the Enlarged Issued Share Capital.

Terms used but not defined in this announcement have the same meaning as set out in the Company's announcement released at 7:00 a.m. on 19 February 2025.

For more information, please contact:

Further information on the Company can be found on its website at www.onehealth.co.uk.

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

About One Health Group plc

One Health engages over 70 NHS Consultants (excluding anaesthetists) who sub-specialise in the various surgeries offered by the Company, through a growing network of community-based outreach clinics and surgical operating locations. One Health continues to deliver strong growth and in the year to March 2024 provided much needed care to 13,266 new patients, through almost 34,000 consultations and over 6,000 surgical procedures. One Health deploys surgeons and anaesthetists that are mostly employed by the NHS, on a subcontracted basis. It currently works with over 100 professionals across 9 independent hospitals and 37 outreach clinics. Within these community-based outreach clinics all consultations and post operative physiotherapy is delivered where required, reducing patient inconvenience and excess travel.

One Health's activities are focused on areas where NHS patient needs are under-supplied by the local NHS service, population density is relatively high and the level of private medical insurance or the ability to self-fund is relatively low. One Health has also sought to expand geographically from its Head Office in Sheffield into neighbouring counties which meet these criteria. Currently, the Company's activities are focused in Yorkshire, Lincolnshire, Derbyshire, Nottinghamshire and Leicestershire. Revenue of over £23 million in the year to 31 March 2024 was derived from over 60 NHS commissioning bodies in addition to contracts with local NHS Hospital Trusts to transfer their internal waiting list patients to One Health for quicker treatment.

One Health's business model has focused to date on four main areas: orthopaedics, spine, general surgery and gynaecology. The split of inpatient procedures in the year to 31 March 2024 was as follows: orthopaedics 46% spine 22% general surgery 22% gynaecology 10%.

Spine and orthopaedics are particularly attractive areas for One Health as the Directors believe that they benefit from powerful growth drivers in terms of an ageing demographic, physical inactivity and an increasing proportion of the population being categorised as obese. Within orthopaedics, the most common surgeries performed by One Health are knee and hip replacements.

*(https://www.onehealth.co.uk/investors)

The Directors of One Health Group plc accept responsibility for the contents of this announcement

Important Notices

This Announcement is released by One Health Group plc and contains inside information for the purposes of Article 7 of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR, this Announcement is being made on behalf of the Company by Adam Binns, Chief Executive Officer.