THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON FOR THE SALE OR SUBSCRIPTION FOR THE SECURITIES IN ONE HEALTH GROUP PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, FORMS OR IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT OF ONE HEALTH GROUP PLC. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN APPENDIX 4 TO THIS ANNOUNCEMENT, UNLESS THE CONTEXT PROVIDES OTHERWISE.
19 February 2025
One Health Group plc
("One Health" or the "Company" or the "Group")
Proposed Placing to raise a minimum of £7.0 million
Open Offer and Retail Offer to raise up to £1.0 million
Proposed Admission to trading on AIM and Cancellation of trading on the AQSE Growth Market
and
Notice of General Meeting
One Health Group plc (AQSE: OHGR), a provider of NHS-funded medical procedures, is pleased to announce a conditional placing (the "Placing") to raise minimum gross proceeds of £7.0 million, an open offer to Qualifying Shareholders to raise up to £0.5 million (the "Open Offer") and a retail offer to raise up to £0.5 million (the "Retail Offer") (the " Capital Raising ").
The Placing to raise minimum gross proceeds of £7.0 million consists of:
· an issue of new Ordinary Shares (" New Placing Shares ") to raise minimum gross proceeds of £5.2 million for the Company; and
· the sale of existing Ordinary Shares held by certain Directors of the Company and the EBT Trustee (the " Selling Shareholders ") to raise minimum gross proceeds of £1.8 million (the " Sale Shares , together with the New Placing Shares, the " Placing Shares ") at a price of 180 pence per Placing Share (the " Issue Price ").
The Capital Raising is conditional upon, inter alia, admission of the Enlarged Share Capital to trading on AIM, cancellation of trading on the AQSE Growth Market and the passing of the Resolutions at the General Meeting.
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.
In order to provide Qualifying Shareholders who have not taken part in the Placing with an opportunity to participate in the Capital Raising, the Company is providing Qualifying Shareholders with a conditional invitation to subscribe, at the Issue Price, for an aggregate of up to 277,634 new Ordinary Shares (the " Open Offer Shares "), to raise additional gross proceeds of up to a maximum of approximately £0.5 million (before expenses).
In addition, the Company intends to launch an offering to both new and existing retail shareholders in the United Kingdom of up to 277,777 new Ordinary Shares via the Retail Offer at the Issue Price (the " Retail Offer Shares ") through the Winterflood Retail Access Platform to raise up to a further £0.5 million (before expenses). A further announcement will be made by the Company shortly regarding the Retail Offer and its terms. It is expected that the Retail Offer will launch today, 19 February, shortly after this Announcement and will be open for applications up to 16:30 p.m. on 24 February 2025, or such later time and date as the Company, Panmure Liberum and Winterflood Securities Limited (" Winterflood ") may agree.
The Placing is being conducted through an accelerated bookbuild process (the " Bookbuild "), which will be launched immediately following the release of this Announcement, in accordance with the terms and condition set out in appendix 2 of this announcement. Panmure Liberum Limited (" Panmure Liberum ") is acting as sole bookrunner in connection with the Placing. The Placing is conditional on, inter alia, the passing of the Resolutions at the General Meeting, Cancellation and Admission. No part of the Capital Raising is being underwritten.
Capital Raising highlights
Placing:
· The proposed Placing, by way of the Bookbuild, to raise a minimum of approximately £ 7.0 million (before expenses) in aggregate at the Issue Price comprising:
i) a minimum of £5.2 million (before expenses) from the proposed placing of the New Placing Shares the net proceeds of which are to be used to fund, alongside existing cash resources, the construction and delivery of One Health's first owned surgical hub through to operation; and
ii) a minimum of £1.2 million (before expenses) from the proposed sale of Existing Ordinary Shares held by the Company's EBT Trustee (with the net proceeds of the sale to be received by the EBT of which):
o approximately £750,000 will be used to repay an intercompany loan to the Company, and
o the balance from the EBT Trustee sell down will remain in the EBT for the benefit of employees of the Company; and
iii) a minimum of £0.6 million (before expenses) from the conditional sale of Ordinary Shares by Derek Bickerstaff (Non-Executive Chairman) who currently holds an interest of 56.9 per cent. of the Existing Ordinary Shares and Shantanu Shahane (Chief Medical Officer) and his spouse, Angela Shahane, who in aggregate currently hold a direct or indirect interest of approximately 3.3 per cent of the Existing Ordinary Shares to facilitate additional liquidity in the Ordinary Shares and reduce controlling shareholder interest to below 50 per cent. of the Enlarged Issued Share Capital.
· It is expected that, following its first full year of operations, the Group's planned surgical hub will generate approximately £6 million to £9 million of revenue per annum and be earnings enhancing.
· The first surgical hub is targeted to be operational in approximately 12 months following commencement of development.
· Planning permission for the surgical hub is expected to be submitted shortly.
Open Offer:
· The Company is proposing to raise up to approximately £ 0.5 million (before expenses) by way of the Open Offer at the Issue Price.
· The Open Offer will be made to Qualifying Shareholders pursuant to the terms and conditions to be set out in the Circular.
· Subject to successful closing of the Bookbuild, the Open Offer will provide for Qualifying Shareholders to subscribe for up to 277,634 Open Offer Shares at the Issue Price on the basis of:
1 Open Offer for every 38 Existing Ordinary Shares
held by Qualifying Shareholders on the Record Date.
· Shareholders subscribing for their full entitlement under the Open Offer may request additional Open Offer Shares through the Excess Application Facility.
Retail Offer:
· Proposed Retail Offer of up to 277,777 Retail Offer Shares to existing and new qualifying UK retail investors to raise up to a further £0.5 million (before expenses) at the Issue Price.
The net proceeds of the Open Offer and the Retail Offer will be used to support the Company's general working capital and provide additional optionality for future growth plans and surgical hubs.
The Issue Price represents a discount of approximately 14.3 per cent. to the closing mid-market price of 210 pence per Existing Ordinary Share on 18 February 2025, being the latest practicable date prior to the publication of this Announcement.
Proposed Admission to AIM and Cancellation to trading on AQSE Growth Market
In addition to the Capital Raising, the Company announces that its intention to cancel the admission of the Existing Ordinary Shares to trading on the AQSE Growth Market (" Cancellation ") and to apply for admission of the New Ordinary Shares and the Existing Ordinary Shares to trading on AIM (" Admission "). The Cancellation and Admission are both conditional on completion of the Placing and the Open Offer and the passing of the Resolutions at the General Meeting. Application will be made in due course to the London Stock Exchange for the New Ordinary Shares and the Existing Ordinary Shares to be admitted to trading on AIM. Admission is expected to become effective, and dealings in the Enlarged Issued Share Capital is expected to commence at 8.00 a.m. on 20 March 2025 under the same TIDM and ISIN of "OHGR" and GB00BNNT0595 respectively. Cancellation of the trading of the Existing Ordinary Shares on the AQSE Growth Market will take place simultaneously with Admission.
The Board considers Admission to be in the best interests of the Company and its Shareholders given the growing scale of the business. The Board believe AIM is a more appropriate market for the Company and will enable it to attract a wider pool of investors, provide greater access to capital for growth and, over time, improve liquidity in the Ordinary Shares.
The Schedule One Announcement in connection with Admission has been published today, and the Appendix, containing Company information that is not already in the public domain, will be published on the Company's website at https://www.onehealth.co.uk/investors.
Panmure Liberum is acting as AQSE Corporate Adviser to the Company for the purposes of the AQSE Exchange Rules and as Nominated Adviser to the Company for the purposes of the AIM Rules for Companies in connection with Admission.
Posting of Circular
The Company intends to publish and send a circular (the " Circular ") to Shareholders containing further details of the Capital Raising and the Notice of General Meeting on or around 20 February 2025. The Circular will also be available on the Company's website: https://www.onehealth.co.uk/investors.
General Meeting
The Capital Raising is conditional upon, inter alia, the passing of the Resolutions at the General Meeting. The Company will hold the General Meeting at 131 Psalter Lane, Sheffield, South Yorkshire, S11 8UX at 10.00 a.m. on 10 March 2025.
If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing shares will not be issued, and the Company will not receive any proceeds from the Placing. If the Placing does not proceed, neither the Open Offer nor Retail Offer will proceed, and neither the Cancellation nor Admission will occur. In such circumstances, the Existing Ordinary Shares will continue to trade on the AQSE Growth Market.
The Expected Timetable of Principal Events is set out in appendix 3 of this Announcement . This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below and the appendices to this Announcement (which form part of this Announcement) which includes the terms and conditions of the Fundraising.
The person responsible for arranging the release of this Announcement on behalf of the Company is Adam Binns, Chief Executive of the Company.
Capitalised terms used in this announcement (including the appendices) (this "Announcement") have the meanings given to them in appendix 4 to this Announcement unless the context provides otherwise.
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
|
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.
Appendix 1
1. BACKGROUND TO AND REASONS FOR THE CAPITAL RAISING
One Health is a provider of medical procedures on behalf of the NHS, delivering increased capacity in areas where there is a shortage, including underserved areas where demand is high to help reduce NHS waiting lists and provide access to high quality NHS care to those who need it most. The Group focuses across four of the highest demand outsourced specialties being: Orthopaedics, Spinal Surgery, General Surgery and Gynaecology. One Health forms a fundamental part of the local NHS supply chain, operating as part of the 'Patient Choice' initiative, which was introduced by the UK Labour Government in 2006 through the National Health Service Act. Under 'Patient Choice', patients, whose GPs have referred them for potential surgery, have the right to choose their own treatment provider for certain procedures. This may be the NHS or companies operating in the independent sector. Such companies, including One Health, are known as Independent Sector Providers.
One Health engages over 70 NHS consultants (excluding anaesthetists) who sub-specialise in the various surgeries offered by the Group, through a growing network of third-party community-based outreach clinics and independent hospitals, with One Health renting theatre space from independent hospitals for procedures.
Surgeries provided by One Health are paid for by the NHS in line with the appropriate NHS tariff for the procedure provided. This approach is beneficial to patients, allowing them access to NHS provided services with waiting times generally shorter in comparison to the NHS. Theatre schedules remain undisrupted by emergency procedures, ensuring surgeries proceed as planned, with limited delay. Patients are generally seen by consultants in local clinics with procedures then being carried out at independent hospitals where One Health rents dedicated theatre space and time.
The Group achieved NHS Any Qualified Provider status in 2012 allowing NHS patients to be treated through an alternative provider across England. In H1'25 One Health treated 7,857 new patients, carried out 19,674 consultations and performed 3,427 surgical procedures. One Health uses surgeons and anaesthetists as independent contractors most of whom are employed by the NHS utilising their excess available time, often during their days off or weekends. The Group currently works with over 100 clinicians across nine independent hospitals and 37 One Health outreach clinics most of which are CQC registered.
One Health's geographical coverage is focused upon bringing supply to areas where the patient needs are under-supplied by the local NHS service as well as locations where population density is relatively high whilst the level of private medical insurance, or the ability to self-fund, is relatively low. One Health has sought to expand geographically from its Head Office in Sheffield into neighbouring counties, which meet the required criteria. Currently, the Group's activities are focused in West and South Yorkshire, North and South Lincolnshire, Nottinghamshire, Leicestershire, and Derbyshire, with further geographical expansion planned across the England.
One Health is a profitable (excluding costs associated with Admission and the new surgical hub), cash generative and dividend paying company, with revenue for the six months ended 31 September 2024 of £13.3 million (H1'24 (restated under IFRS with consolidation of EBT and a legacy property valuation Adjustment): £10.9 million). The Company anticipates FY'25 underlying EBITDA to be in line with current market expectations.
One Health Group was admitted to trading on the AQSE Growth Market in November 2022. The Company is proposing to cancel trading of its Existing Ordinary Shares to trading on the AQSE Growth Market and is seeking admission of the Existing Ordinary Shares alongside the New Ordinary Share to trading on AIM which, conditional upon, inter alia, the Placing and passing of the Resolutions at the General Meeting, is expected to commence at 8.00 a.m. on or around 20 March 2025 (or such other time and/or date as the Company and Panmure Liberum may agree).
Overview of the business
One Health Group provides high quality care, free at the point of delivery, for patients on behalf of the NHS. The current business model is designed to deliver NHS-funded surgical procedures through an asset light and scalable business model. Since its formation 20 years ago, the Company has experienced significant growth, operating through 37 third-party community-based patient outreach clinics (for example GP clinics) and nine surgical facilities across the Midlands and North of England. This provides patients with local access to essential healthcare services, particularly in areas where NHS and other Independent Sector Providers' supply and capacity is limited.
The Company's business model is reliant on access to and utilisation of independent hospitals. In order to accelerate growth, the Company intends to develop its own strategically placed surgical hub to increase capacity alongside organic growth of new independent hospital sites increasing its geographic footprint. With this additional capacity and the ongoing growth in demand from NHS patient referrals, the Directors believe that the Company is well placed to drive further growth for the business and deliver a greater number of procedures for the benefit of its patients.
Geographical Focus
The Group's geographic focus targets areas where there is limited NHS or other Independent Sector Provider infrastructure and capacity, high population density and lower private or 'self-pay' healthcare uptake. To date, One Health has established local clinics and surgical sites around West and South Yorkshire, North and South Lincolnshire, Nottinghamshire, Leicester, and Derbyshire. This model allows One Health to see patients in clinics close to their homes for the initial consultation and any follow-up consultations, with the patient only needing to travel to a hospital for the procedure itself. One Health now provides care to in excess of 13,000 new patients annually, collaborating with over 100 NHS consultants and anaesthetists across its four key surgical specialties: Orthopaedics, Spinal Surgery, General Surgery and Gynaecology.
Not all patients will require surgery with One Health. In line with most Independent Sector Providers, One Health tends to focus on simpler cases, avoiding patients with multiple medical conditions where the risk of complications is higher. This is largely because most independent sector hospitals lack intensive care unit facilities, and in the event of complications, the patient would need to be transferred to a suitably equipped local NHS facility.
Patient Choice and Direct Referrals
One Health primarily operates through its AQP status, which allows the Group to provide services under the Patient Choice initiative to patients throughout England. Patient Choice was established in 2006 to empower patients, providing them with a right to choose who provides their NHS treatments. Patient Choice does not apply to all patients, but the list of exceptions is small.
In ascertaining AQP status, independent third-party healthcare providers, such as One Health, are subject to rigorous assessment processes and NHS standards. Following a treatment referral from a GP, patients have the option to choose One Health directly for their care and treatment as an alternative to being treated directly by the NHS.
As a contracted NHS provider, One Health is able to publish initial consultation availability slots within the 37 outreach clinic network on the NHS e-Referral system which allows patients to view the availability of qualifying independent service providers for the treatment they require. This model, designed to give patients the optionality in choosing their healthcare provider, ensures individuals have greater freedom in selecting their treatment provider, thus enhancing the continual uptake in the Company's patient base. AQP accreditation is also a significant barrier to entry for competition as, in addition to the rigorous onboarding assessment, navigating and complying with the ongoing clinical and regulatory regulations is relatively burdensome and requires sufficient experience and administrative expertise.
An additional and growing pathway to access patients is direct through referral contracts with local NHS Trusts, under which NHS hospitals, generally with significant waiting lists and constrained capacity, transfer patients directly to the Group. One Health currently receives direct referrals from five NHS Trusts and approximately 8 per cent. of the Company's H1'25 revenue is sourced directly from these referral contracts, the balance being from traditional GP referrals through the NHS e-Referral system.
Elective Reform Plan
With the recent announcement by the new UK Labour Government following publication of its Elective Reform Plan, the NHS has set out a plan to target 65 per cent. of patients being treated in less than 18 weeks by the end of 2026, with an overall target of 92 per cent. by March 2029 as part of the UK Government's Plan for Change. The Elective Reform Plan outlines for these targets to be achieved through increased numbers of community diagnostic centres (CDCs) and surgical hubs, with the aim to separate certain activities and procedures away from acute hospital locations to relieve pressure on the core NHS services, free up hospital beds for more complex cases and reduce the backlog of appointments. This plan echoes the Independent Sector Treatment Centre programme, which drove substantial returns for providers like Care UK in the early 2000s and substantially reduced waiting lists.
The Elective Reform Plan includes proposals for a refreshed relationship with the independent sector through a partnership framework which aims to encourage elective medical procedure activity in areas where the independent sector can aid waiting list reduction. The intention is for the NHS to make better use of the independent sector to tackle waiting lists as well as providing millions more appointments itself. Orthopaedics will be a key focus, where over 40 per cent. of patients are waiting longer than the NHS 18-week target.
The dependence upon the independent sector by the NHS has significantly strengthened, with efforts in areas such as patient care and resource allocation having become increasingly synchronised. In 2024, the independent sector treated over one million patients, with the sector delivering over 100,000 NHS elective appointments and procedures per week, over a 50 per cent. increase since 2021. A key initiative to further enhancing this development relates to the promotion of Patient Choice. Currently, fewer than 25 per cent. of patients are offered a choice of provider for their treatment, representing a clear disconnect regarding patients' right to choose and the provider options actually available to them. Enhanced promotion of Patient Choice is expected to be beneficial to the Group's operations. The Directors believe that the Group is ideally placed to capitalise on the opportunity highlighted by the Elective Reform Plan, delivering additional capacity to the NHS and ensuring care remains free at the point of delivery to patients who need it.
Care Pathway
The Group's patient care pathway begins with One Health's patient liaison team who initially guide and support NHS patients through the treatment process alongside the scheduling of appointments. Initial consultations are conducted at one of 37 third-party community-based clinics. If required, surgical procedures are then performed at one of nine independent sector hospitals, many of which One Health holds significant and long-standing independent sector strategic partnerships. The surgical procedures themselves are performed by NHS consultants and anaesthetists who work with One Health as independent contractors, often using their spare workdays, weekends, or holidays to carry out surgeries. Whilst the ultimate outcome is focused on delivering the procedure to the patient, the model also benefits consultants in allowing them to maximise their flexibility and availability. The Company typically receives patients with relatively simple medical needs and fewer complications, meaning, insofar as possible, the risk of surgical related incidents is reduced.
Consultants who contract with the Group do so by offering their available capacity within their working week. NHS contracts are set up to allow consultants an opportunity to work flexibly and provide their services to the independent sector should they wish to. Since these consultants are typically located in areas with less up-take of private healthcare, they have less opportunity to access self-pay or privately medically insured patients thereby opting to take on additional NHS work to supplement their income in the absence of other local independent sector work. One Health provides all the regulatory requirements to support the NHS contracts, including standards and enrolment policies for onboarding, and robust clinical governance support. Additionally, a dedicated patient liaison team ensures a high-quality service for consultants, reducing their administrative burden in comparison to managing an independent practice.
One Health seeks to ensure that NHS patients receive high quality care across their treatment pathway through its dedicated patient liaison team. This team guides patients through each stage of their treatment journey, including the scheduling of appointments for both patients and surgeons and addressing any concerns that may arise thus enhancing the overall experience and continuity of care.
Post procedure, patients return to one of One Health's 37 community-based clinics for follow-up consultations and rehabilitation where required. Where physiotherapy is required, One Health's partnership with PhysioNet, a provider of physiotherapy services for a range of musculoskeletal conditions, enables patients to receive personalised physiotherapy programmes, both virtual and face to face, post procedure.
In the delivery of procedures, the Company operates through the fixed NHS tariff standard pricing structure. The NHS, in ensuring that these services are provided at no cost to patients, pays the full amount of the NHS tariff, whereby the consultants also receive a fixed fee from this arrangement. The NHS tariff is subject to annual review and adjustments during the year where required, and has incrementally increased over time, therefore contributing to One Health's growth.
The NHS payment scheme is one of the areas to be reviewed under the Elective Reform Plan with the aim to encourage elective activity in areas where the independent sector can aid waiting list reduction. Specifically, it is expected that NHS tariffs will be increased for some Ear Nose and Throat and Gynaecology procedures (the latter representing approximately 14 per cent. of the Group's procedures), where the waiting lists are highest, as well as the NHS exploring ways to link payment to the activity that directly ends a patient's wait for their care.
One Health has a strong track record of delivering high-quality patient care, and this is reflected in the Group's high patient satisfaction rates. More than 95 per cent. of patients surveyed by the Group in FY'24 said they were either 'Extremely Likely' or 'Likely' to recommend One Health.
Demand
The NHS waiting list (currently at approximately 7.3 million patients) has long been a topic of public concern, and, although often viewed as a consequence of the COVID-19 pandemic, initial issues were highlighted in the early 2000s. Over the ten years leading up to the pandemic, the aggregate waiting list almost doubled, highlighting systematic inefficiencies, and this underinvestment has left the NHS under-resourced, operating out of facilities that are often inadequate and not fit for purpose. Additionally, patients are becoming increasingly affected by long waiting times, which often exacerbate their conditions as they await the necessary treatment. Consequently, the NHS has sought assistance from independent healthcare providers to address the growing backlog of patients. However, independent sector healthcare providers, particularly those operating on high volumes of higher margin private insurance or self-pay patients, limit access to lower income individuals, a further issue in addressing the systemic UK health capacity issues. Accordingly, there has become a necessity for the NHS to develop additional healthcare capacity through alternative, independent, and trusted third-party providers like One Health, which has recently been further encouraged through the Elective Reform Plan announced by the UK Government.
A February 2022 study by health consultant, CHKS Limited, estimated that it would take up to nine years to clear the UK's backlog across three major procedures. The Lord Darzi report, published in September 2024, also identified chronic underinvestment in healthcare as a primary driver, noting that the UK consistently allocates less per capita to healthcare compared to its developed counterparts. With 53 per cent. of the NHS estate being over 30 years old, its infrastructure is increasingly unable to meet the rising demand for healthcare services, and when recognising the challenges that the NHS faces today, there is significant difficulty addressing these without support.
Surgical Hub
One Health's currently asset-light business model has been fundamental to its growth strategy to date. By renting required capacity in third-party owned theatres and clinics, the Company has avoided substantial capital expenditure, maintaining flexibility and operational efficiency. This model has enabled the Company to achieve strong financial performance, with revenue growing at a CAGR of 15 per cent. between FY'22 and FY'24. The success of this approach has wholly supported its ongoing expansion, and the Company believes there are significant organic growth opportunities ahead through continued geographic expansion into areas with low NHS resource and experience of little private healthcare up-take.
The delivery of One Health's strategy over time has proven its operational model, underpinned by a strong foundation of management expertise and operational experience. Through its successful partnership with the NHS and independent sector providers, the Company has scaled significantly, whilst continuing to provide high standards of patient care. This track record has reduced operational risk potential and highlights the Company's significantly robust model to position One Health to explore additional avenues for growth.
Aligning with the Company's long-term strategy, as outlined initially upon its AQSE IPO in November 2022, and most recently in its H1'25 interim results, an investment into surgical hubs is also being pursued to increase the Company's surgical capacity in regions where access to operating theatres and NHS infrastructure is limited.
The surgical hub model is characteristic of delivering efficient, high-volume surgeries and is designed to maximise both patient outcomes and financial returns. In focusing on high demand, less complex routine surgeries, One Health can deliver care at scale, driving potential for margin expansion through a significant reduction in variable costs related to staffing, equipment and administrative overheads associated with third-party sites. The fixed costs associated with these hubs would be spread over a wide patient base, leading to improved operating margins.
The Company has identified a site in an underserved area in the North of England and an offer of approximately £700,000, subject to planning permission and contract, has been accepted for the land. A comprehensive ground survey has already been completed and positive feedback from the local authority to pre-planning activities has been received. The estimated total cost for the surgical hub is projected to be in the range of £8 million to £9 million, with expected revenues of approximately £6 million in the first full year of operation and a gross margin value of approximately 30 per cent. with the expectation of delivering earnings accretion in the first full year of operation. Subject to demand and additional surgeries being booked, at full capacity the surgical hub could deliver up to approximately £9 million of revenue a year.
Based on current assumptions, the surgical hub will include a capacity of 12 beds, with one operating theatre and the ability to accommodate up to five surgeries per day. It is intended for the surgical hub to integrate efficient patient flows with modern clinical technology, therefore encompassing operational efficiency through a high specification new theatre provider. Separately, work has commenced in targeting key individuals for recruitment purposes.
The new facility is designed to initially handle five surgeries per day across orthopaedics and spinal surgery, which will account for approximately 1,000 surgical procedures per year across these specialties. Additionally, the presence of pre-assessment units and post recovery bays ensures a seamless transition from surgery to recovery, contributing to a highly optimised, efficient patient experience.
The Directors anticipate that the surgical hub will act a blueprint for future surgical hubs and, alongside the continued development and success of One Health's existing proven business model, expect that this will strongly position the Company to deliver significant growth.
2. CURRENT TRADING AND OUTLOOK
One Health announced its unaudited interim results for the six months to 30 September 2024 on 20 December 2024 showing strong first half performance and record patient referrals. The interim results included the following statements:
· Increases in revenue, underlying profitability and cash were ahead of previous management expectations representing significant increases on H1'24.
· H1'25 turnover for the Group was £13.3 million representing an increase of over 22 per cent. compared with H1'24 turnover of £10.9 million (restated3).
· Underlying EBITDA for H1'25 of £0.96 million represented a 40 per cent. increase over H1'24 underlying EBITDA of £0.69 million (restated under IFRS with consolidation of EBT and a legacy property valuation adjustment) driven by various strategic margin enhancing initiatives.
· Cash reserves at the half year end were £4.9 million (H1'24: £3.6 million), supporting One Health's progressive dividend policy.
· The interim dividend has been increased by 2 per cent. to 2.07 pence per share (H1'24: 2.03 pence).
· The Group adopted IFRS during the period in preparation for its proposed move to AIM.
H1'24 Operating Highlights
One Health treated 7,857 new patients during the six-month period to 30 September 2024 (H1'24: 6,091), delivering 19,674 consultations (H1'24: 15,239), and 3,427 surgical procedures (H1'24: 2,997) respectively through nine independent sector hospitals. Surgical capacity increased 8 per cent. in comparison to H2'24.
One Health successfully established five-year contracts with their largest NHS commissioners (approximately 70 per cent. of revenue), de-risking future revenue streams.
Outlook
With the support of market and socio-economic tailwinds, and the challenges faced by the NHS from the increasing waiting lists, the Directors believe One Health is equipped to further solidify its place as a key resource to the NHS in reducing the backlog and provide Patient Choice.
· One Health continues to build its 'pipeline' of additional surgical capacity in existing and new independent hospitals.
· Plans are progressing regarding the new surgical hub in the North of England in an area which is underserved by both NHS and private hospitals with the Group intending to submit its application for planning permission shortly. One Health currently receives a high volume of NHS patient referrals in this area, and it is expected that this will significantly increase operating capacity and positively impact gross margins.
· The Company continues to benefit from working closely with local NHS Trusts, with internal patient waiting list transfers expected to continue into the new financial year. Several NHS Trusts have also approached One Health to establish additional capacity available over the second half of 2025 and into H1'26 to support their demanding internal year-end waiting list targets.
· It is expected that performance in the second half of the year will be strong, with FY'24 performance having been weighted towards the second half of the financial year. The Directors have good confidence that the Group will be in line with current market expectations on an underlying EBITDA basis for FY'25.
3. ADMISSION TO TRADING ON AIM
One Health's growth strategy is strongly aligned to the prevailing market dynamics, in addressing and responding to the challenges faced by the NHS due to increasing demand with limited resources. The ongoing demand for NHS third party partnerships in areas with insufficient NHS resource allocation continues to prevail as an opportunity for One Health in its expansion story. To date, the Company's asset-light business model has proven successful in supporting regions where both NHS and private sector capacity are constrained. Through this approach and continued operations, One Health now collaborates with over 100 NHS consultants, including anaesthetists, providing care to approximately 13,000 new patients annually across various specialties, including Orthopaedics, Spinal Surgery, Gynaecology and General Surgery.
One Health's growth strategy builds upon its organic growth and plans to develop surgical hubs. These surgical hubs are designed to deliver high-volume, low complexity surgeries, which, when combined with reduced operational costs, will enhance scalability, and deliver enhanced EBITDA and earnings growth. The Company is currently planning to open a new surgical hub in an underserved area, with completion expected within approximately 12 months following commencement of construction. This new surgical hub will feature innovative technology and facilities, initially enabling five surgeries to be performed daily. The first surgical hub is projected to generate revenues of approximately £6 million within its first full year of operation, with the potential for revenues of up to £8 million to £9 million once fully established, thereby contributing to the Company's profitability and growth outlook.
The Directors believe that the admission to AIM will bring substantial advantages to the Company by enhancing its profile within the industry in which it operates, drive increased liquidity in its Ordinary Shares and will provide a platform for the Capital Raising to support the first surgical hub. Liquidity enhancements are further supported through the conditional EBT Trustee sell down of its shareholding and further conditional sell downs of beneficial interest in shares by the Selling Shareholders.
The combined benefits of the Company's enhanced market presence, increased liquidity, and greater visibility is also expected to improve the attractiveness of the Company's share schemes, enabling One Health to better attract, retain and incentivise high calibre employees and subcontracted medical consultants who are essential to its ongoing growth and long-term success.
4. USE OF PROCEEDS
The proposed Placing, by way of an accelerated book build, is intended to raise minimum gross proceeds in aggregate of approximately £7.0 million comprising:
i) a minimum of £5.2 million (before expenses) from the proposed placing of the New Placing Shares the net proceeds of which are to be used to fund, alongside existing cash resources, the construction and delivery of One Health's first owned surgical hub through to operation; and
ii) a minimum of £1.2 million (before expenses) from the proposed sale of Existing Ordinary Shares held by the Company's EBT Trustee (with the net proceeds of the sale to be received by the EBT of which):
o approximately £750,000 will be used to repay an intercompany loan to the Company, and
o the balance from the EBT Trustee sell down will remain in the EBT for the benefit of employees of the Company; and
iii) a minimum of £0.6 million (before expenses) from the conditional sale of Ordinary Shares by Derek Bickerstaff (Non-Executive Chairman) who currently holds an interest of 56.9 per cent. of the Existing Ordinary Shares and Shantanu Shahane (Chief Medical Officer) and his spouse, Angela Shahane, who in aggregate currently hold a direct or indirect interest of approximately 3.3 per cent of the Existing Ordinary Shares to facilitate additional liquidity in the Ordinary Shares and reduce controlling shareholder interest to below 50 per cent. of the Enlarged Issued Share Capital.
Additional net proceeds from the Open Offer and the Retail Offer will be used to support the Company's general working capital and provide additional optionality for future growth plans and surgical hubs.
5. DETAILS OF THE CAPITAL RAISING
5.1 Details of the Placing
Proposed Placing to raise minimum gross proceeds of £7.0 million will consist of:
· an issue of new Ordinary Shares (" New Placing Shares ") to raise minimum gross proceeds of £5.2 million for the Company; and
· the sale of existing Ordinary Shares held by certain Directors of the Company and the EBT Trustee (the " Selling Shareholders ") to raise minimum gross proceeds of £1.8 million (the " Sale Shares , together with the New Placing Shares, the " Placing Shares ") at a price of 180 pence per Placing Share (the " Issue Price ").
The Placing Agreement contains warranties from the Company and the Directors in favour of Panmure Liberum which are customary for a transaction of this nature. In addition, the Company has agreed to indemnify Panmure Liberum in customary terms in relation to certain liabilities that Panmure Liberum may incur in respect of the Capital Raising and Admission. In addition, the holders of the Sale Shares have agreed to give certain warranties to Panmure Liberum.
The Placing is conditional, inter alia, on:
(i) the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to Admission;
(ii) the Resolutions being passed at the General Meeting (or any adjournment thereof);
(iii) Cancellation taking place by no later than 8.00 a.m. on 20 March 2025; and
(iv) Admission becoming effective not later than 8.00 a.m. on 20 March 2025 (or such later time and/or date as Panmure Liberum and the Company may agree in writing (being no later than 8.00 a.m. on the Long Stop Date)).
If any of the conditions above are not satisfied or waived, the New Placing Shares will not be issued and the Sale Shares shall not be transferred.
The Placing Shares are not subject to clawback. The Placing is not being underwritten. In addition, one of the Directors of the Company has, directly or indirectly, conditionally participated in the Placing to subscribe for New Placing Shares.
The New Placing Shares will be issued and the Sale Shares will be transferred free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the Existing Ordinary Shares, the Open Offer Shares and the Retail Offer Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue or transfer (as the case may be).
Subject to, inter alia, the passing of the Resolutions, application will be made to the London Stock Exchange, for the admission of the New Placing Shares to trading on AIM. Admission is expected to occur and dealings are expected to commence in the New Placing Shares at 8.00 a.m. on 20 March 2025 (or such other time and/or date as the Company and Panmure Liberum may agree). If Admission does not occur, then the Company will not receive the relevant net proceeds in respect of the issue of the New Placing Shares and the Company may not be able to finance the activities it intends to utilise from the net proceeds of the Placing, including, in particular, the funding of its first new surgical hub, and may have to seek additional or alternative funding.
5.2 Details of the Open Offer
The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate at the same price as investors in the Placing and, accordingly, the Company is making the Open Offer to Qualifying Shareholders. The Company is proposing to raise a maximum of approximately £0.5 million (before expenses) (assuming full take up of the Open Offer) through the issue of up to 277,634 Open Offer Shares. The gross proceeds to be raised by the Open Offer shall be less than the €8 million maximum amount permitted without requiring the publication by the Company of a prospectus under the Prospectus Regulation Rules.
The Open Offer Shares are available to Qualifying Shareholders (including Qualifying Shareholders who are also participants in the Placing and/or the Retail Offer) pursuant to the Open Offer at the Issue Price of 180 pence per Open Offer Share, payable in full on acceptance. The Issue Price represents a discount of approximately 14.3 per cent. to the closing mid-market price of 210 pence per Existing Ordinary Share on the last practicable date prior to the day of the announcement of the Open Offer. Any Open Offer Shares not applied for by Qualifying Shareholders will be available to other Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer pro rata to their holdings of Existing Ordinary Shares as at the Record Date at the Issue Price on the following basis:
1 Open Offer Share for every 38 Existing Ordinary Shares held by the
Qualifying Shareholder on the Record Date
Entitlements of Qualifying Shareholders to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered address in, Restricted Jurisdictions will not qualify to participate in the Open Offer.
Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Applicants can apply for less or more than their Open Offer Entitlements but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend, in part, on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements on such basis as it reasonably considers to be appropriate.
Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of Qualifying Shareholders who do not apply under the Open Offer. The Application Form will not constitute a document of title and will not be able to be traded or otherwise transferred.
The Open Offer is subject to the satisfaction, inter alia, of the following conditions on or before 20 March 2025 (or such later date (being no later than the Long Stop Date) as Panmure Liberum and the Company may agree):
(i) the Placing becoming unconditional in all respects (save for any condition relating to Admission);
(ii) the passing of the Resolutions at the General Meeting (or any adjournment thereof); and
(iii) Admission becoming effective by 8.00 a.m. on 20 March 2025 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as Panmure Liberum and the Company may agree).
Accordingly, if the above conditions are not satisfied, the Open Offer will not proceed and the Open Offer Shares will not be issued and all monies received by the Receiving Agent will be returned to the applicants (at the applicant's risk and without interest) as soon as possible but, in any event, within 14 days thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the New Placing Shares, the Retail Offer Shares and the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.
Application will be made to the London Stock Exchange, for the admission of the Open Offer Shares to trading on AIM. Admission is expected to occur and dealings are expected to commence in the Open Offer Shares at 8.00 a.m. on 20 March 2025.
Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST stock accounts on 21 February 2025. Application has also been made for the Excess CREST Open Offer Entitlements to be admitted to CREST and it is also expected that such Excess CREST Open Offer Entitlements will be credited to CREST stock accounts on 21 February 2025. The Open Offer Entitlements and Excess CREST Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 6 March 2025.
Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. The Open Offer Shares must be paid for in full on application.
The latest time and date for receipt of completed Application Forms or CREST instructions and payment in respect of the Open Offer is 11.00 on 6 March 2025.
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer and should refer to Part III: "Terms and Conditions of the Open Offer" of the Circular. Persons who have a registered address in or who are located and/or resident in or are citizens of, in each case, a country other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to acquire or subscribe for any Open Offer Shares. Any person with a registered address in or who are located in and/or resident in or are citizens of, in each case, a Restricted Jurisdiction who obtains a copy of the Circular or an Application Form is required to disregard them, except with the consent of the Company.
The procedure for application and payment depends on whether, at the time at which such application and payment is made, a Qualifying Shareholder has an Application Form in respect of their Open Offer Entitlement or has their Open Offer Entitlement credited to their stock account in CREST. Further information in respect of the procedure for application is set out in Part III: "Terms and Conditions of the Open Offer" of the Circular.
If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.
5.3 Retail Offer
The Company is also proposing a separate conditional Retail Offer via the Winterflood Retail Access Platform to raise up to approximately £0.5 million (before expenses) at the Issue Price. It is expected that the Retail Offer will launch today, shortly after this announcement and will be open for applications up to 16:30 p.m. on 24 February 2025, or such later time as the Company, Panmure Liberum and Winterflood may agree. Conditional on, amongst other things, the Resolutions being duly passed at the General Meeting, the completion of the Placing and Admission, up to 277,777 Retail Offer Shares will be issued to eligible UK retail investors by way of the Retail Offer.
The Company values its retail Shareholders and has sought to provide those retail Shareholders, and other qualifying UK retail investors, with an opportunity to participate in the Capital Raising alongside other investors. The Retail Offer is therefore open to both existing Shareholders and new qualifying UK investors. The net proceeds of the Retail Offer will be used to provide additional general working capital and support optionality for future surgical hubs.
The Retail Offer is being conducted via the Winterflood Retail Access Platform and not by Panmure Liberum, consequently Panmure Liberum has no responsibility in relation to the Retail Offer. The Retail Offer Shares are not part of the Placing and are not Placing Shares. The Retail Offer is not underwritten. The Retail Offer is being conducted on a basis which did not require the Company to publish (and it has not published) a prospectus under the Prospectus Regulation Rules.
A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms.
6. CANCELLATION OF ADMISSION TO TRADING ON THE AQSE GROWTH MARKET AND ADMISSION TO AIM
The Board considers the proposed move for its Ordinary Shares to trading on AIM will be in the best interests of the Company and its Shareholders given the growing scale of the business. The Board believe that AIM is a more appropriate market for the Company and will enable it to attract a wider pool of investors, provide greater access to capital for growth and, over time, improve liquidity in the Ordinary Shares.
The Company has applied to cancel the admission of the Ordinary Shares on the AQSE Growth Market and has provided 20 Business Days' notice to the London Stock Exchange of its intention to seek admission to trading on AIM under AIM's streamlined admission process for companies that have had their securities traded on AQSE via the "AIM Designated Market" route.
As the Ordinary Shares have been listed on the AQSE Growth Market for more than 18 months, the Company is not required to publish an admission document in connection with the proposed Admission. However, the Company has published an announcement which complies with the requirements of Schedule One to the AIM Rules (the Schedule One Appendix) comprising information required to be disclosed by companies transferring their securities from AQSE to AIM via the AIM Designated Market route. The Cancellation and admission of the Existing Ordinary Shares to trading on AIM is to take effect simultaneously alongside the admission of the New Ordinary Shares to trading on AIM pursuant to the Capital Raising.
Conditional upon, inter alia, the Placing and Open Offer and the passing of the Resolutions at the General Meeting, trading of the Existing Ordinary Shares and the New Ordinary Shares is expected to commence at 8.00 a.m. on or around 20 March 2025.
It is currently anticipated that, subject to the passing of the Resolutions and completion of the Capital Raising:
l the last day of dealing in the Ordinary Shares on AQSE will be 19 March 2025;
l Cancellation will take effect at 8.00 a.m. on 20 March 2025; and
l Admission will take place, and trading in the Ordinary Shares will commence on AIM, at 8.00 a.m. on 20 March 2025.
On Admission, the Company's ISIN and TIDM will continue to be GB00BNNT0595 and OHGR respectively.
7. RELATED PARTY TRANSACTIONS
Certain Directors of the Company have indicated their intention to sell a number of Ordinary Shares held by them in the Placing which constitute related party transactions under the AQSE Exchange Rules. In addition, another Director of the Company has indicated their intention to participate, directly or indirectly, in the Placing with an intention to subscribe for New Placing Shares and such, their participation would constitute a related party transaction under AQSE Exchange Rules. Further details of any participation by related parties in the Transactions will be set out in the announcement of the results of the Placing and the Circular.
8. DIRECTORS' RECOMMENDATION
The Directors consider the Capital Raising and passing of the Resolutions to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of the Ordinary Shares in which they are directly or indirectly interested, which total 6,146,000 Existing Ordinary Shares (representing approximately 60.82 per cent. of the Existing Ordinary Shares).
For the purposes of section 571(6)(c) of the Act, the Directors confirm that the Issue Price has been determined following market soundings (as permitted by law and regulation) and the taking of professional advice.
The Shareholders should note that, unless all the Resolutions are passed by Shareholders at the General Meeting, none of the Transactions will be implemented. In such circumstances, Admission will not occur. In the light of this, the Directors believe that it is important that Shareholders vote in favour of the Resolutions, so that the Transactions can be implemented.
Important Notices
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 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). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
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 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 or the New Placing Shares in the United States or to conduct a public offering of securities in the United States.
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 Placing 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 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 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 or its or their directors, officers, partners, employees, agents or advisers 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Panmure Liberum will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Panmure Liberum may, in accordance with applicable laws and regulations, engage in transactions in relation to the Placing Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.
Appendix 2
TERMS AND CONDITIONS OF THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES IN ONE HEALTH GROUP PLC (THE "COMPANY") WILL BE MADE. THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ("TERMS AND CONDITIONS") ARE DIRECTED ONLY AT PERSONS SELECTED BY PANMURE LIBERUM LIMITED ("PANMURE LIBERUM") AS BOOKRUNNER WHO ARE PERSONS ("PLACEES") WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION") AND (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION (ACTING AS PRINCIPAL) OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") APPLIES) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND (B) BEING "QUALIFIED INVESTORS"); AND WHO ARE 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 "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE TERMS AND CONDITIONS AND THE INFORMATION SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION ("RESTRICTED JURISDICTION").
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 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, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE 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 PLACING SHARES ARE BEING OFFERED AND SOLD SOLELY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES. THE PRICE OF THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF THE PLACING SHARES. THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.
No action has been taken by the Company or Panmure Liberum or any of their respective affiliates, agents, directors, officers, consultants, or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession these Terms and Conditions come are required by the Company and Panmure Liberum to inform themselves about and to observe any such restrictions.
The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of FSMA does not require the approval of the relevant communication by an authorised person.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold, or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.
Each Placee should consult with its professional advisers as to legal, tax, business and related aspects of subscribing for, purchasing, holding or selling Placing Shares under the laws of their country and/or state of citizenship, domicile or residence.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action.
The Terms and Conditions should be read in their entirety.
Details of the Placing Agreement and the Placing Shares
Panmure Liberum, the Company, the Directors and the Selling Shareholders entered into a Placing Agreement earlier today, under which Panmure Liberum has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure (i) subscribers for the New Placing Shares at the Issue Price, in order to raise a minimum of approximately £5.2 million (before expenses) in gross proceeds for the Company and (ii) acquirors of the Sale Shares at the Issue Price to raise in aggregate a minimum of approximately £1.8 million (before expenses) in gross proceeds for the Selling Shareholders. The Placing is not being underwritten by Panmure Liberum or any other person.
The Placing Agreement contains customary undertakings and warranties given by the Company and the Directors to Panmure Liberum including as to the accuracy of information given to Panmure Liberum, to matters relating to the Company and its business. The Company has also given a customary indemnity to Panmure Liberum in respect of, inter alia, any liabilities arising out of or in connection with the Placing and/or Admission. The Selling Shareholders have given warranties to Panmure Liberum, inter alia, as to title to the Sale Shares and their ability sell the Sale Shares .
The New Placing Shares are expected to be issued, and the Sale Shares are expected to be transferred, on or around 20 March 2025. The New Placing Shares will, when issued, be subject to the articles of association of the Company, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the New Placing Shares. The Sale Shares will, when transferred, rank pari passu in all respects with all other Existing Ordinary Shares including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of transfer of the Sale Shares.
The Placing Shares will trade under OHGR with ISIN GB00BNNT0595.
Application for admission to trading of the Placing Shares
Application will be made to the London Stock Exchange for admission of the New Placing Shares to trading on AIM with admission of the New Placing Shares, the Open Offer Shares, the Retail Offer Shares and the Existing Ordinary Shares expected to take place on 20 March 2025 ("Admission").
The Placing
These Terms and Conditions give details of the terms and conditions of, and the mechanics of participation in, the Placing.
The principal terms of the Placing are as follows:
1. Panmure Liberum is arranging the Placing as agent for, and sole Bookrunner to, the Company and the Selling Shareholders. Panmure Liberum is regulated by the FCA and is acting exclusively for the Company and the Selling Shareholders and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to its customers or for providing advice in relation to the matters described in this Announcement.
2. The price payable for the Placing Shares is fixed at the Issue Price.
3. The number of New Placing Shares to be issued at the Issue Price and the number of Sale Shares to be sold at the Issue Price under the Placing will be agreed between Panmure Liberum and the Company.
4. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Panmure Liberum. Panmure Liberum is entitled to participate in the Placing as principal.
5. Each Placee's allocation has been or will be confirmed to Placees orally, or in writing (which can include email), by Panmure Liberum and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Panmure Liberum's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a "Placee"), in favour of Panmure Liberum and the Company or a Selling Shareholder, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Issue Price and otherwise on the Terms and Conditions and subject to the conditions set out in this Announcement and in accordance with the Company's articles of association. Except with Panmure Liberum's consent, such commitment will not be capable of variation or revocation.
6. As noted above, each Placee's allocation will, unless otherwise agreed between the Placee and Panmure Liberum be evidenced by a trade confirmation or contract note issued to each such Placee by Panmure Liberum. These Terms and Conditions will be deemed to be incorporated in that trade confirmation, contract note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with Panmure Liberum's consent will not be capable of variation or revocation from the time at which it is issued.
7. Each Placee will have an immediate, separate, irrevocable, and binding obligation, owed to Panmure Liberum (as agent for the Company or a Selling Shareholder), to pay to Panmure Liberum (or as Panmure Liberum may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire, and the Company has agreed to allot and issue to that Placee and/or the Selling Shareholders have agreed to transfer to that Placee.
8. Except as required by law or regulation, no press release or other announcement will be made by Panmure Liberum or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under the heading "Registration and Settlement".
10. All obligations of Panmure Liberum under the Placing will be subject to fulfilment of the conditions referred to below under the heading "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under the heading "Right to terminate under the Placing Agreement".
11. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
12. Panmure Liberum and the Company shall be entitled to effect the Placing by such alternative method as they may in their sole discretion determine.
13. To the fullest extent permissible by law and the applicable rules of the FCA, neither Panmure Liberum, nor any of its Affiliates or any of their officers, advisers, directors, employees, consultants or agents, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the New Placing Shares to the Placees and the Selling Shareholders are responsible for the transfer of the Sale Shares and Panmure Liberum and their respective Affiliates and officers, directors, employees, consultants or agents shall have no liability to the Placees for the failure of the Company or any Selling Shareholder (as the case may be) to fulfil those obligations. In particular, neither of Panmure Liberum nor any of their respective Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Panmure Liberum's conduct of the Placing or of such alternative method of effecting the Placing as Panmure Liberum and the Company may agree, and where any such liability nevertheless arises as a matter of law, each Placee shall immediately waive any claim which it may have against any affiliate in respect thereof.
Conditions of the Placing
Panmure Liberum's obligations under the Placing Agreement in respect of, amongst other things, the Placing are conditional on, inter alia:
1. the release of the Schedule One Announcement on or around 7.00 a.m. on the date of this Announcement;
2. the Circular having been published and posted to shareholders of the Company on or around 20 February 2025;
3. the passing of the Resolutions to be proposed at the General Meeting (or any adjournment thereof) and having become wholly unconditional (save for any condition relating to Admission);
4. the delivery by the Company to Panmure Liberum of certain documents required under the Placing Agreement prior to the Admission;
5. the Company, the Directors and the Selling Shareholders having fully performed their obligations under the Placing Agreement that fall to be performed prior to Admission;
6. in the opinion of Panmure Liberum (acting in good faith), the Warranties being true and accurate and not misleading at the date of the Placing Agreement and none of the Warranties having ceased to be true and accurate or having become misleading prior to the date of Admission with reference to the facts and circumstances which shall then exist;
7. there having been no development or event which will have or is, in the opinion of Panmure Liberum, likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Group;
8. no matter having arisen before Admission which might reasonably be expected to give rise to a claim under the indemnities given by the Company in favour of Panmure Liberum;
9. there being no impediment to the transfer of the Sale Shares;
10. there being no suspension of the Existing Ordinary Shares to trading on the AQSE Growth Market and the cancellation of the admission to trading of the Existing Ordinary Shares on the AQSE Growth Market occurring at 8.00 a.m. on 20 March 2025;
11. the Admission of the New Ordinary Shares, the Sale Shares and the balance of the Existing Ordinary Shares to AIM becoming effective on or before 20 March 2025 (or such later date as the Company and Panmure Liberum may agree, not being later than 5.00 p.m. on the Long Stop Date) and
12. the Placing Agreement not having been terminated by Panmure Liberum prior to Admission.
If: (i) any of the conditions contained in the Placing Agreement, including but not limited to those described above, are not fulfilled or (where applicable) waived by Panmure Liberum by the respective time or date where specified (or such later time or date as Panmure Liberum may notify to the Company (being not later than the Long Stop Date )) or (ii) any of such conditions becomes incapable of being fulfilled and (where applicable) are not waived, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Panmure Liberum may, at its sole discretion and upon such terms as they it fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to the Admission taking place by the Long Stop Date may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement or these Terms and Conditions. Placees will have no rights against Panmure Liberum, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.
None of Panmure Liberum, the Company nor any of their respective Affiliates or officers, directors, employees, consultants or agents shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Liberum.
Right to terminate the Placing Agreement
Panmure Liberum is entitled to terminate the Placing Agreement at any time prior to Admission by giving notice to the Company in certain circumstances, including, inter alia:
1. any of the conditions set out in the Placing Agreement becomes incapable of being satisfied, or if it is unlikely to be satisfied before Admission;
2. the Company, Directors or the Selling Shareholders fail to comply with any of their obligations under the Placing Agreement which are material in the context of the Company, its group (taken as a whole), or the Placing;
3. Panmure Liberum becoming aware of any circumstance which results in any of the Warranties being untrue or inaccurate or misleading when given at the date of the Placing Agreement or which results in or might in the opinion of Panmure Liberum results in any of the warranties being untrue or inaccurate or misleading when deemed given;
4. it should come to the notice of Panmure Liberum that any statement contained in any of the Fundraise Documents, the Investor Presentation or the Retail Offer Documents (each as defined in the Placing Agreement) is untrue or inaccurate which Panmure Liberum consider to be material or misleading in the context of the Company, or the Placing;
5. in the opinion of Panmure Liberum there has occurred any development or event which will or is like to have a material adverse effect on the condition (financial, operational, legal or otherwise) of the Company and/or any other member of its group whether or not arising in the ordinary course;
6. there shall develop, occur or come into effect, a suspension or cancellation by AQSE of trading in the Company's securities prior to Admission (other than in respect of the Cancellation);
7. no information having come to the attention of Panmure Liberum such that in Panmure Liberum's opinion (acting in good faith), Admission would adversely affect the reputation and integrity of AIM or the London Stock Exchange;
8. the application for Admission being refused by the London Stock Exchange;
9. there having occurred or, in the opinion of Panmure Liberum it being reasonably likely that there will occur any material adverse change in the financial markets in the United Kingdom, or economic, monetary or market conditions which would have a material impact on the business and operations of the Company; or
10. if the Resolutions are not passed at the General Meeting.
If the Placing Agreement is terminated prior to the Admission then the Placing will not occur.
Notwithstanding any other provision of the Placing Agreement, once Admission has occurred no party to the Placing Agreement shall be able to terminate any part of the Placing Agreement which relates to Admission and/or the Placing, the allotment or issue of the New Placing Shares or the transfer of the Sale Shares.
The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by Panmure Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Liberum and that Panmure Liberum need not make any reference to Placees in this regard and that neither of Panmure Liberum nor any of their respective Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise or failure so to exercise.
By agreeing with Panmure Liberum as agent of the Company to subscribe for Placing Shares under the Placing and/or as agent for the Selling Shareholders to acquire Sale Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company, each Selling Shareholder and Panmure Liberum, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any New Placing Shares to it or at its direction, and of the Selling Shareholders' obligations to transfer any Sale Shares to it or at their discretion, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the heading "Conditions of the Placing", as applicable, above and will not be capable of rescission or termination by the Placee in any circumstances.
No Prospectus
The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of a prospectus, admission document, or other offering document or any equivalent document in the United Kingdom or in any other jurisdiction. No prospectus, admission document or other offering document has been or will be submitted to be approved by (i) the FCA, any competent authority of any member state of the European Economic Area, or (iii) the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including these Terms and Conditions) and the business and financial information that the Company is required to publish in accordance with the AIM Rules for Companies and the AQSE Growth Market Rules (the "Exchange Information") or which it has otherwise announced by means of a Regulatory Information Service ("Publicly Available Information").
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Exchange Information/Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or Panmure Liberum or any other person and neither of Panmure Liberum, or the Company nor any of their respective Affiliates and officers, directors, employees, consultants or agents has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Panmure Liberum or the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Panmure Liberum are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement (including these Terms and Conditions) to be legal, tax, business or other advice and each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within CREST. By participating in the Placing, each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Panmure Liberum in accordance with the standing CREST settlement instructions which they have in place with Panmure Liberum.
Settlement of transactions in the Placing Shares (ISIN: GB00BNNT0595) following Admission will take place within CREST, the system administered by Euroclear, provided that, subject to certain exceptions, Panmure Liberum reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.
Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by Panmure Liberum.
Subject to the conditions set out above, payment in respect of Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.
The relevant settlement details are as follows:
| CREST Participant ID of Panmure Liberum: |
4FQAQ |
| Expected trade time and date: |
8.00 am on 17 March 2025 |
| Settlement date |
20 March 2025 |
| ISIN code for the Placing Shares |
GB00BNNT0595 |
It is expected that settlement of the Placing Shares will be on 20 March 2025 unless otherwise notified by Panmure Liberum and Admission is expected to occur by 20 March 2025 or such later time as may be agreed between the Company and Panmure Liberum, not being later than the Long Stop Date.
Each Placee is deemed to agree that, if it does not comply with these obligations, Panmure Liberum may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Panmure Liberum's account and benefit (as agent for the Company and/or a Selling Shareholder as the case may be), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify Panmure Liberum on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Panmure Liberum such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Panmure Liberum lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither Panmure Liberum, nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be, for itself and for any such prospective Placee) to Panmure Liberum (for itself and on behalf of the Company):
1. that it has read and understood this Announcement, including these Terms and Conditions, in its entirety and that its subscription for or acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
2. any decision for a Placee's allocation to be allocated to the Placing is entirely at the discretion of the Company and Panmure Liberum;
3. Panmure Liberum reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Panmure Liberum also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Panmure Liberum and in accordance with Panmure Liberum's allocation policy after consultation with the Company so far as practicable;
4. that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for and/or acquire, and that Panmure Liberum may call upon it to subscribe for or acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
5. that the shares in the capital of the Company are, prior to Admission admitted to trading on AQSE Growth Market and the Company is therefore required to publish the Exchange Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;
6. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;
7. that the exercise by Panmure Liberum of any right or discretion under the Placing Agreement shall be within the absolute discretion of Panmure Liberum and Panmure Liberum need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Panmure Liberum or the Company, or any of their respective officers, directors, consultants or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
8. that these terms and conditions represent the whole and only agreement between it, Panmure Liberum and the Company and/or each Selling Shareholder in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement, the Exchange Information and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, Panmure Liberum, nor any of their Affiliates or its or their respective officers, directors, employees, consultants or agents will have any liability for any such other information, representation or warranty, express or implied;
9. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Regulation 5(1) of the EU Prospectus Regulation and Regulation 5(1) of the UK Prospectus Regulation: (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or any Member State of the European Economic Area other than "Qualified Investors" (as defined under the EU Prospectus Regulation or the UK Prospectus Regulation respectively) or in circumstances in which the prior consent of Panmure Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom or any member state of the EEA other than "Qualified Investors" (as defined under the EU Prospectus Regulation or the UK Prospectus Regulation respectively), the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
10. that neither it nor, as the case may be, its clients expect Panmure Liberum to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that neither of Panmure Liberum are acting for it or its clients, and that neither of Panmure Liberum will be responsible for providing the protections afforded to customers of Panmure Liberum or for providing advice in respect of the transactions described herein;
11. that it has made its own assessment of the Company, the Placing Shares and the terms of the Placing, satisfied itself that the information is still current, has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has not relied on any investigation that Panmure Liberum or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares and neither Panmure Liberum or the Company nor any of their respective Affiliates, agents, advisers, directors, officers, consultants or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement, including these Terms and Conditions, or the Publicly Available Information; nor has it requested Panmure Liberum, the Company or any of their respective Affiliates, agents, advisers, directors, officers, consultants or employees or any person acting on behalf of any of them to provide it with any such information;
12. that the content of this Announcement and the other Publicly Available Information as well as any information made available (in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") has been prepared by and is exclusively the responsibility of the Company and that neither Panmure Liberum nor any persons acting on its behalf is responsible for or has or shall have any liability for any such Information, representation, warranty or statement relating to the Company contained therein nor will they be liable for any Placee's decision to participate in the Placing based on any Information or any representation, warranty or statement contained therein or otherwise, save that nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
13. that the only information on which it is entitled to rely on and on which it has relied upon in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information;
14. that neither Panmure Liberum nor the Company nor any of their respective Affiliates, agents, directors, officers, consultants or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in the Terms and Conditions excludes the liability of any person for any fraudulent misrepresentation made by that person;
15. that neither of Panmure Liberum, nor the Company nor any of their respective Affiliates, agents, directors, officers, consultants or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;
16. that it understands, and each account it represents has been advised that the Placing Shares (i) have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and (ii) are being offered and sold solely outside of the United States in "offshore transactions" in accordance with Regulation S under the Securities Act;
17. that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S of the Securities Act;
18. that it is not and was not acting on a non-discretionary basis for the account or benefit of a person located in the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
19. that it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a national or resident or located in the United States, Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of the United States, Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in the United States, Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in the United States, Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the US Securities and Exchange Commission or the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the US Securities and Exchange Commission, the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into the United States, Canada, Australia, the Republic South Africa or Japan;
20. that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;
21. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;
22. that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Liberum may in their discretion determine and without liability to such Placee;
23. that it (and/ or each person on whose behalf it is participating) is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Panmure Liberum or any of their respective directors, officers, consultants, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
24. that it has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations;
25. that it has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in these Terms and Conditions) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;
26. if the investor is a natural person, such investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such investor's agreement to subscribe for the Placing Shares under the Placing and will not be any such person on the date any such Placing is accepted;
27. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in these Terms and Conditions and this Announcement of which they forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Panmure Liberum;
28. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the FPO; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the FPO; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
29. that, unless otherwise agreed by Panmure Liberum, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
30. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that neither these Terms and Conditions nor this Announcement has not been approved by Panmure Liberum in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
31. that any money held in an account with either of Panmure Liberum (or a nominee of Panmure Liberum) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from Panmure Liberum's (or its nominee's) money in accordance with such client money rules and will be used by Panmure Liberum in the course of its own business and each Placee will rank only as a general creditor of Panmure Liberum;
32. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;
33. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;
34. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
35. that, as far as it is aware, it is not acting in concert (within the meaning given in The City Code) with any other person in relation to the Company, save as previously disclosed in writing to Panmure Liberum;
36. that this Announcement does not constitute a securities recommendation or financial product advice and that neither Panmure Liberum, nor the Company has considered its particular objectives, financial situation and needs;
37. that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
38. that it will indemnify and hold the Company and Panmure Liberum and their respective Affiliates, officers, directors, employees, consultants and agents harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (or many person acting on such Placee's behalf) in these Terms and Conditions or incurred by Panmure Liberum, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the Company and Panmure Liberum will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify Panmure Liberum and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee pursuant to this Announcement (including these Terms and Conditions) are given to Panmure Liberum for themselves and on behalf of the Company and will survive completion of the Placing and Admission;
39. that time shall be of the essence as regards obligations pursuant to these Terms and Conditions;
40. that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or Panmure Liberum to provide any legal, financial, tax or other advice to it;
41. that all dates and times in this Announcement (including these Terms and Conditions) may be subject to amendment and that Panmure Liberum shall notify it of such amendments;
42. that (i) it has complied with, and will comply with, its obligations under the Criminal Justice Act 1993, and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with, and will comply with, its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by His Majesty's Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Panmure Liberum such evidence, if any, as to the identity or location or legal status of any person which Panmure Liberum may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Panmure Liberum on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Panmure Liberum may decide in their absolute discretion;
43. that in order to ensure compliance with the Regulations, Panmure Liberum (for itself and as agent on behalf of the Company) or the Registrar may, in their absolute discretion, require verification of its identity. Pending the provision to Panmure Liberum or the Registrar, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Panmure Liberum's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Panmure Liberum's or the Registrar's, as the case may be, absolute discretion. If, within a reasonable time after a request for verification of identity, Panmure Liberum (for itself and as agent on behalf of the Company) or the Registrar have not received evidence satisfactory to them, either Panmure Liberum and/or the Company may, at their absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
44. that its commitment to acquire Placing Shares on the Terms and Conditions will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Panmure Liberum's conduct of the Placing;
45. that it irrevocably appoints any duly authorised officer of Panmure Liberum as its agent for the purpose of executing and delivering to the Company and/or the Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares which it agrees to acquire upon these Terms and Conditions;
46. that it will not make any offer to the public of those Placing Shares to be subscribed for by it for the purposes of the UK Prospectus Regulation;
47. that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;
48. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Liberum in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
49. that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified by such Placees to Panmure Liberum;
50. that Panmure Liberum owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
51. that Panmure Liberum and its Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
52. that other than the Schedule One Announcement, no prospectus, admission document or other offering document has been or will be prepared in connection with the Placing or Admission and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;
53. that if it has received any confidential price sensitive information or inside information (for the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and/or section 56 of the Criminal Justice Act 1993 or other applicable law) concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed such information to any person, prior to such information being made publicly available; and
54. information provided by it to the Company and the Registrar will be stored on the Company's and/or the Registrars' computer system(s), and acknowledges and agrees that for the purposes of the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 and other relevant data protection legislation which may be applicable (the "Data Protection Law"), the Company and the Registrars are required to specify the purposes for which they will hold personal data; and that it has obtained the consent of any data subjects to the Registrars and the Company and their respective associates holding and using their personal data for the Purposes (as defined below). For the purposes of this Announcement, "data subject", "personal data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Law. The Company and the Registrars will only use such information for the purposes set out below (collectively, the "Purposes"), being to:
a) process its personal data (including sensitive personal data) as required by or in connection with its holding of Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it;
b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares;
c) provide personal data to such third parties as the Company or the Registrars may consider necessary in connection with its affairs and generally in connection with its holding of Ordinary Shares or as the Data Protection Law may require, including to third parties outside the United Kingdom or EEA;
d) without limitation, provide such personal data to the Company or Panmure Liberum for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and
e) process its personal data for the Company's or Registrar's internal administration.
The Company, Panmure Liberum, and their respective Affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to Panmure Liberum for themselves and on behalf of the Company and are irrevocable.
The provisions of these Terms and Conditions may be waived, varied or modified as regards specific Placees or on a general basis by Panmure Liberum or on a general basis by Panmure Liberum provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company.
The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question or a transfer by a Selling Shareholder to a Placee on an on-market transaction. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company, nor Panmure Liberum nor any Selling Shareholder will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, Panmure Liberum and any Selling Shareholder in the event that any of the Company and/or Panmure Liberum and/or any Selling Shareholder has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Panmure Liberum accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
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 or by any of their Affiliates or agents or its or their officers, directors, employees, consultants 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 therefore is expressly disclaimed.
In these Terms and Conditions any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment. Placees will be notified of any material changes.
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.
The price of shares and any income expected from them may go down as well as up and Placees may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by London Stock Exchange.
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.
Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook; and (c) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and UK MiFID II; and (d) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in the Product Governance Requirements); and (ii) eligible for distribution through all distribution channels as are permitted by Product Governance Requirements (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Panmure Liberum will only procure investors who meet the criteria of professional clients or eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Appendix 3 - Expected Timetable of Principle Events
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Event |
2025 |
|
| Record Date for the Open Offer |
6.00 p.m. on 18 February |
|
| Announcement of the Placing and Open Offer |
7.00 a.m. 19 February |
|
| Announcement of the Retail Offer |
7.05 a.m. 19 February |
|
| Announcement of the result of Placing |
19 February |
|
| Announcement of the result of Retail Offer |
24 February |
|
| Date Existing Ordinary Shares marked 'ex-entitlement' by AQSE |
7.00 a.m. on 19 February |
|
| Publication and posting of this document, 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 CREST Excess Open Offer Entitlements into CREST |
4.30 p.m. on 28 February
|
|
| Latest time and date for depositing Open Offer Entitlements and/or CREST Excess 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 completed 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 admission 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 New Ordinary Shares in certificated form |
Within 10 business days of |
|
| Long Stop Date |
31 March |
|
Notes:
(1) These dates are given on the basis of the Board's current expectations and are subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
(2) Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Resolutions to be proposed at the General Meeting.
(3) All references to time and dates in this Announcement are to time and dates in London.
(4) In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in Part III of the Circular and, where relevant, complete the accompanying Application Form. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request another Application Form, they should contact Neville Registrars Limited on 0121 585 1131 or, if phoning from outside the UK, on +44 (0) 121 585 1131. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 a.m. - 5 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Appendix 4
Definitions
The following definitions apply throughout this Announcement unless the context otherwise requires:
| "Act" |
the Companies Act 2006 (as amended); |
| "Affiliate" |
in respect of a company ("relevant company"), any holding company of the relevant company or any subsidiary of the relevant company or of the holding company of the relevant company; |
| "AIM" |
the market of that name operated by the London Stock Exchange; |
| "AIM Rules for Companies" |
the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange; |
| "Appendix" |
the appendix to the Schedule One Announcement; |
| "Application Form" |
the personalised application form which accompanies the Circular for use by Qualifying Shareholders in connection with the Open Offer ; |
| "AQSE" |
Aquis Stock Exchange Limited, a UK-based stock market providing primary and secondary markets for equity and debt products, and which is permissioned as a Recognised Investment Exchange ; |
| "AQSE Exchange Rules" |
the AQSE Growth Market Apex Rulebook, as published and amended from time to time; |
| "AQSE Growth Market" |
the Apex Segment of the AQSE Growth Market operated by AQSE; |
| "Announcement" |
this announcement; |
| "Board" or "Directors" |
the directors of the Company as at the date of this Announcement , being Derek Richard Bickerstaff, Adam Rawlinson Binns, Jessica Sellars, Shantanu Arvind Shahane, Helen Pitcher OBE, Anthony Nicholas ("Nick") Parker and Zachary ("Zak") William McMurray; |
| "Business Day" |
any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading; |
| "certificated" or "in certificated form" |
where an Ordinary Share is not in uncertificated form (namely, not in CREST); |
| "CAGR" |
Compound Annual Growth Rate; |
| "City Code" |
the City Code on Takeovers and Mergers issued and administered by the Takeover Panel, as amended, modified or supplemented from time to time; |
| "CQC" |
the Care Quality Commission, being independent regulator of health and social care in England; |
| "CREST" |
the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form; |
| "CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force; |
| "EEA" |
the European Economic Area; |
| "EBT" |
the One Health Group Limited Employee Benefit Trust constituted pursuant to the EBT Trust Deed; |
| "EBT Trust Deed" |
the trust deed dated 12 August 2019 and made between the Company and the EBT Trustee and constituting the EBT; |
| "EBT Trustee" |
One Health Group Trustees LLP, the trustee of the EBT; |
| "Enlarged Issued Share Capital" |
the entire issued share capital of the Company on Admission following completion of the Capital Raising; |
| "Euroclear" |
Euroclear UK & International Limited, the operator of CREST; |
| "Excess Application Facility" |
the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of the Open Offer Entitlement in accordance with the terms and conditions of the Open Offer as described in Part III of the Circular; |
| "Excess CREST Open Offer Entitlement" |
in respect of each Qualifying CREST Shareholder, the entitlement to apply for Open Offer Shares in addition to the Open Offer Entitlement credited to the Qualifying CREST Shareholder's account in CREST, pursuant to the Excess Application Facility, which is conditional on the Qualifying CREST Shareholder taking up their Open Offer Entitlement in full and which may be subject to scaleback in accordance with the terms and conditions of the Open Offer as described in Part III of the Circular; |
| "Excess Shares" |
the Open Offer Shares for which Qualifying Shareholders may apply under the Excess Application Facility in addition to their Open Offer Entitlement; |
| "Existing Ordinary Shares" |
the 10,550,093 Ordinary Shares in issue as at the date of this Announcement; |
| "FCA" |
the Financial Conduct Authority of the United Kingdom; |
| "Form of Proxy" |
the form of proxy for use by Shareholders in relation to the General Meeting, to be enclosed with the Circular; |
| "FSMA" |
the Financial Services and Markets Act 2000 (as amended); |
| "FY" |
a financial year of the Company ended 31 March; |
| "FY'22" |
the financial year of the Company ended 31 March 2022; |
| "FY'24" |
the financial year of the Company ended 31 March 2024; |
| "FY '25" |
the financial year of the Company ended 31 March 2025; |
| "General Meeting" or "GM" |
the general meeting of the Company convened for 10.00 a.m. on 10 March 2025 and to be held at 131 Psalter Lane, Sheffield, South Yorkshire, S11 8UX or any adjournment thereof, notice of which is set out at Part V of the Circular; |
| "GP" |
a general practitioner; |
| "H1" |
the six months ended 30 September; |
| "H2 " |
the six months ended 31 March; |
| "ISIN" |
International Securities Identification Number; |
| "London Stock Exchange" |
London Stock Exchange plc; |
| "Long Stop Date" |
31 March 2025; |
| "New Ordinary Shares" |
the New Placing Shares, the Open Offer Shares and the Retail Offer Shares; |
| "NHS" |
the UK's National Health Service; |
| "NHS tariff" |
the NHS Payment Scheme which sets out the prices and rules for amounts payable for NHS-funded secondary healthcare; |
| "Notice of General Meeting" |
the notice convening the General Meeting as set out in Part V of the Circular; |
| "Open Offer Entitlement" |
an entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply for 1 Open Offer Share for every 38 Existing Ordinary Shares held by the Qualifying Shareholder at the Record Date; |
| "Overseas Shareholders" |
Shareholders who are resident in, or are citizens of, or who have registered addresses in, territories other than the United Kingdom; |
| "Placing Agreement" |
the conditional placing agreement entered into between the Company, the Directors, the Selling Shareholders and Panmure Liberum in respect of the Placing, dated 19 February 2025, as further described in this Announcement; |
| Prospectus Regulation Rules " |
the prospectus regulation rules made by the FCA pursuant to section 73A of the FSMA in accordance with the UK version of the EU Prospectus Regulation 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018; |
| "Qualifying CREST Shareholders" |
Qualifying Shareholders holding Ordinary Shares in uncertificated form; |
| "Qualifying Shareholders" |
Shareholders whose Ordinary Shares are on the register of members of the Company at the Record Date other than (subject to exemptions) Overseas Shareholders who have a registered address in any Restricted Jurisdiction |
| "Receiving Agent" or "Registrar" |
Neville Registrars Limited of Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD; |
| "Record Date" |
6.00p.m. on 18 February 2025; |
| "Regulatory Information Service" |
has the meaning given to it in the AIM Rules; |
| "Resolutions" |
the resolutions to be proposed at the General Meeting, the full text of which are set out in the Notice of General Meeting; |
| "Restricted Jurisdiction" |
each and any of the United States, Australia, New Zealand, Canada, Japan and the Republic of South Africa and any other jurisdiction where the extension or availability of the Open Offer (and any other transaction contemplated thereby) or the release, distribution or publication of the Circular or this Announcement would breach any applicable law or regulation ; |
| "Securities Act" |
United States Securities Act of 1933 (as amended); |
| "Selling Shareholders" |
those persons selling Sale Shares pursuant to the Placing namely the EBT Trustee, Derek Bickerstaff, Angela Shahane and Shantanu Shahane; |
| "Shareholders" |
the holders of Existing Ordinary Shares, and the term "Shareholder" shall be construed accordingly; |
| "Schedule One Announcement" |
the Company's announcement containing the information required by the AIM Rules for Companies for a quoted applicant, references to which shall be deemed to include the Appendix; |
| "subsidiary" or "subsidiary undertaking" |
have the meanings given to them by the Act; |
| "Takeover Panel" |
the UK Panel on Takeovers and Mergers |
| "Transactions" |
together, the Placing, Open Offer, Retail Offer, the Cancellation and Admission; |
| "uncertificated" or "uncertificated form" |
means recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
| "United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland; and |
| "£" or "Pounds" |
UK pounds sterling, being the lawful currency of the United Kingdom. |
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