National Storage Mechanism | Additional information

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

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

19 February 2024

One Health Group plc
("One Health" or the "Company")

£7.4 million Placing with significant participation from new institutional investors

Proposed Admission to trading on AIM

One Health Group plc (AQSE: OHGR), a provider of NHS-funded medical procedures, is pleased to announce that, further to the announcement made earlier today regarding the Placing (the "Launch Announcement"), it has conditionally raised gross proceeds of approximately £5.2 million for the Company, pursuant to a placing of 2,888,888 New Placing Shares at a price of 180 pence per New Placing Share (the "Issue Price"). In addition, the Selling Shareholders have conditionally sold an aggregate of 1,194,721, Existing Ordinary Shares at the Issue Price pursuant to the Placing raising gross proceeds of approximately £2.2 million.

Panmure Liberum Limited ("Panmure Liberum") acted as sole bookrunner in relation to the Placing and is acting as the Company's Nominated Adviser and Sole Broker in relation to the proposed admission to trading on AIM.

The net proceeds received by the Company will be used primarily to fund (alongside existing cash) the Group's first owned surgical hub through to operation. The surgical hub, which is expected to cost between £8 million and £9 million, is expected to be operational within one year of construction starting and deliver between £6 million to £9 million of revenue per annum and is anticipated to be earnings enhancing in its first full year of operation.

The Issue Price represents a discount of approximately 14.3 per cent. to the closing mid-market price of 210 pence per Ordinary Share on 18 February 2025, being the last business day prior to the Launch Announcement.

Adam Binns, CEO of One Health , commented: "I am delighted with the progress the Company has made to date. The successful placing and proposed admission to AIM positions us strongly to execute our strategy through the planned investment in surgical hubs and welcoming new shareholders to the Company. The hub model, which supplements our continuing and existing operations, will drive long-term profitability alongside the provision of fundamental public health resources providing much needed care to NHS patients. I would like to thank our new and existing investors, for their support, particularly the significant participation from new institutional investors, we look forward to providing further updates on progress on our first surgical hub in due course".

In addition, as outlined in the Launch Announcement, in order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed issue of New Ordinary Shares, the Company is providing Qualifying Shareholders with the opportunity to subscribe for an aggregate of approximately 277,634 Open Offer Shares, to raise approximately £0.5 million (before expenses), on the basis of:

1 Open Offer Shares for every 38 Existing Ordinary Shares held on the Record Date, at a price of 180 pence per Open Offer share

Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The Company also launched a Retail Offer, which can be participated in by both existing and new retail shareholders, through the Winterflood Retail Access Platform to raise up to £ 0.5 million (before expenses) (the "Retail Offer", and together with the Placing and Open Offer, the "Capital Raising"). The results of the Retail Offer are expected to be announced on 24 February 2025.

The Capital Raising is conditional upon, inter alia, Cancellation; Admission and the passing of the Resolutions at the General Meeting, which is expected to be held on 10 March 2025.

Related Party Transaction

Derek Bickerstaff (Chairman), Shantanu Shahane (Chief Medical Officer) and the EBT, have conditionally sold, in aggregate, 1,194,721 Sale Shares into the Placing. Derek and Shantanu's participation in the Placing are related party transactions pursuant to the Aquis Growth Market Access Rulebook.

In addition, Nick Parker, Non-Executive Director, has conditionally, indirectly, participated in the Placing for 27,777 New Placing Shares at the Issue Price for an aggregate of approximately £50,000. Nick's participation in the Placing is a related party transaction pursuant to the Aquis Growth Market Access Rulebook.

Related Party	Number of Existing Ordinary Shares	Number of Sale Shares	Number of Ordinary Shares held following Admission	% of issued share capital held following Admission³
Derek Bickerstaff¹	6,000,000	450,000	5,550,000	39.66%
EBT Trustees LLP	977,066	684,721	292,345	2.09%
Shantanu Shahane²	350,000	60,000	290,000	2.07%

Related Party	Number of Existing Ordinary Shares	Number of Placing Shares	Number of Ordinary Shares held following Admission	% of issued share capital held following Admission³
Nick Parker	33,333	27,777	61,110	0.44%

1) Includes and Ordinary Shares held by his immediate family

2) Includes the interests of Shahane Consultancy Ltd and Ordinary Shares held by his immediate family

3) Aassuming all of the Open Offer Shares and Retail Offer Shares are taken up under the terms of the Open Offer and Retail Offer

The directors of the Company (other than Derek Bickerstaff, Shantanu Shahane and Nick Parker), having exercised reasonable care, skill and diligence, believe that the transaction is fair and reasonable as far as the shareholders of the Company are concerned.

Admission

As set out in the Launch Announcement, the Company intends to cancel the admission of the Existing Ordinary Shares to trading on the AQSE Growth Market ("Cancellation"), and application has been made for the New Ordinary Shares and the Existing Ordinary shares to be admitted to trading on AIM ("Admission"), which is expected to commence at 8.00 a.m. on 20 March 2025 (or such later time and/or date as may be agreed between the Company and Panmure Liberum, being no later than being no later than the Long Stop Date).

The New Ordinary Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued Ordinary Shares.

Upon Admission and assuming full take up of the Open Offer Shares and Retail Offer Shares, the Enlarged Share Capital is expected to be 13,994,392 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 24.61 per cent. of the Enlarged Share Capital.

Posting of Circular

A Circular to shareholders containing details of the Capital Raising, including the Open Offer and the terms and conditions on which it is being made (including the procedure for application and payment), the Retail Offer, Admission to AIM and the Notice of General Meeting, is expected to be posted on 20 February 2025 and will also be available on the Company's website https://www.onehealth.co.uk/ .

Capitalised terms in this announcement and not separately defined shall have the same meaning as in the Launch Announcement. The expected timetable of the principal events is set out in the Appendix of this announcement.

The person responsible for arranging the release of this Announcement on behalf of the Company is Adam Binns, Chief Executive of the Company.

For more information, please contact:

One Health Group plc

Derek Bickerstaff, Chairman

Adam Binns, CEO

via Square1 Consulting

Panmure Liberum (Corporate Adviser, Nominated Adviser and Sole Bookrunner)

Emma Earl, Will Goode, Mark Rogers, Joshua Borlant

Rupert Dearden

Tel: +44 (0) 20 3100 2000

Square1 Consulting

David Bick

Tel: +44 207 929 5599

+44 7831 381201

Appendix 1 - Expected Timetable of Principal Events

Event	2025
Record Date for the Open Offer		6.00 p,m. on 18 February
Announcement of the result of Retail Offer		24 February
Date Existing Ordinary Shares marked 'ex-entitlement' by the AQSE		7:00 a.m. on 19 February
Publication and posting of the Circular, Application Forms and Forms of Proxy		20 February
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders		21 February
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST		4.30 p.m. on 28 February
Latest time and date for depositing Open Offer Entitlements and/or Excess CREST Open Offer Entitlements into CREST		3.00 p.m. on 3 March
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)		3.00 p.m. on 4 March
Latest time and date for receipt of Forms of Proxy and electronic appointments of proxies via CREST		10.00 a.m. on 6 March
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of the relevant CREST instructions (as appropriate)		11.00 a.m. on 6 March
General Meeting		10.00 a.m. on 10 March
Announcement of the results of the General Meeting and the Open Offer		10 March
Last day of dealings in the Existing Ordinary Shares on AQSE		19 March
Cancellation of listing of the Existing Ordinary Shares on AQSE		8.00 a.m. on 20 March
Admission and commencement of dealings in the Enlarged Issued Share Capital expected to commence on AIM		8.00 a.m. on 20 March
Expected date on which CREST accounts to be credited with New Ordinary Shares in uncertificated form		As soon as possible following Admission
Expected date for despatch of definitive share certificates in respect of the New Ordinary Shares in certificated form		Within 10 Business Days of Admission
Long Stop Date		31 March

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.

Note

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.

Important Information:

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on 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. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly 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 statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

This Announcement is not an offer of securities for sale in or into the United States. The Placing Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This Announcement does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or to subscribe for, securities in or into the Canada, Japan, Australia, New Zealand, the Republic of South Africa or any other jurisdiction where it is unlawful to do so. The Company does not intend to register any portion of the Placing or the New Ordinary Shares under the applicable securities laws of Canada, New Zealand, Japan, Australia or the Republic of South Africa and, unless an exemption under such laws is available, no such securities may be offered for sale or subscription or sold or subscribed directly or indirectly within, Canada, Japan, New Zealand, Australia or the Republic of South Africa for the account or beneﬁt of any national, resident or citizen thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in article 2(e) of the UK Prospectus Regulation and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

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 Panmure Liberum (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and sole bookrunner for the Company and for no-one else in connection with the Placing, and Panmure Liberum will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Panmure Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

The Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The Placing Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the Placing Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.