Result of AGM

One Health Group PLC

08 September 2023

 

08 September 2023

One Health Group PLC

('One Health' or the 'Group')

Result of AGM

One Health (AQUIS: OHGR), a provider of NHS-funded medical procedures for patients referred for treatment in Orthopaedics, Spine, General Surgery and Gynaecology, announces that at its Annual General Meeting held earlier today at 11am at 131 Psalter Lane, Sheffield S11 8UX, all the resolutions were passed.

Details of the proxy votes received prior to the meeting will be made available on the Company's website at www.onehealth.co.uk/investors.  The poll results were as follows:

	Resolution	For	%	Against	%
1	To receive and adopt the consolidated annual report and financial statements of the Company, together with the reports of the directors of the Company (Directors) and of the auditors for the period ended 31 March 2023.	7,703,250	100	0	0
2	To approve the Directors' remuneration report, as set out in the Company's annual report and financial statements for the period ended 31 March 2023.	7,703,250	100	0	0
3	To re-appoint Derek Richard Bickerstaff as a Director of the Company.	7,703,250	100	0	0
4	To re-appoint Adam Rawlinson Binns as a Director of the Company.	7,703,250	100	0	0
5	To re-appoint Jessica Clare Sellars as a Director of the Company.	7,703,250	100	0	0
6	To re-appoint Shantanu Arvind Shahane as a Director of the Company.	7,703,250	100	0	0
7	To re-appoint Helen Pitcher OBE as a Director of the Company.	7,703,250	100	0	0
8	To re-appoint Zachary William McMurray as a Director of the Company.	7,703,250	100	0	0
9	To re-appoint Anthony Nicholas Parker as a Director of the Company.	7,703,250	100	0	0
10	To re-appoint Gerald Edelman LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting of the Company at which the accounts of the Company are laid.	7,703,250	100	0	0
11	To authorise the audit and risk committee of the board of Directors to determine the remuneration of the Auditors.	7,703,250	100	0	0
12	To declare a final dividend of 4.34p per ordinary share in respect of the year ended 31 March 2023 as recommended by the Directors.	7,703,250	100	0	0
13	That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution, the Directors be and they are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (Act) to exercise all powers of the Company to allot, and grant any right to subscribe for or to convert any security into, shares in the Company (such shares and rights to subscribe for or to convert any security into shares being Relevant Securities) up to an aggregate nominal amount of £18,977.09, provided that this authority shall be limited to the allotment of: (a)    100,333 new ordinary shares of £0.005 each in the capital of the Company pursuant to and on the exercise of the subscription rights granted under a warrant instrument constituted by the Company on or around 17 November 2022 in favour of Oberon Investments Limited (Warrant Instrument); (b)    191,885 new ordinary shares of £0.005 each in the capital of the Company pursuant to and on the exercise of the subscription rights granted under certain unapproved share options granted by the Company before the date of this resolution (Unapproved Options); and (c)    Relevant Securities (otherwise than pursuant to sub-paragraphs (a) and (b) above), up to an aggregate nominal value equal to £17,516, provided that unless previously revoked, varied or extended, this authority shall expire upon the earlier of the conclusion of the next annual general meeting of the Company and the date which is 15 months from the date of passing of this resolution, except that the Directors may at any time before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if this authority had not expired.	7,703,250	100	0	0
14	THAT, the Directors are empowered pursuant to section 570(1) of the Act to allot equity securities (as defined in section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the Directors under section 551 of the Act conferred by Resolution 13 above, and/or by way of a sale of treasury shares (by virtue of section 573 of the Act), in each case as if the provisions of section 561(1) of the Act did not apply to such allotment provided that the power conferred by this resolution shall be limited to: (a)       the allotment of equity securities up to an aggregate nominal amount of £501.67 pursuant to and on the exercise of the subscription rights granted under the Warrant Instrument; (b)      the allotment of equity securities up to an aggregate nominal amount of £959.43 pursuant to and on the exercise of the subscription rights granted under the Unapproved Options; (c)       the allotment of equity securities and/or sale of treasury shares in connection with an invitation to apply for, or offer of, equity securities in favour of the holders of ordinary shares in the capital of the Company (excluding any shares held by the Company as treasury shares (as defined in section 724(5) of the Act)) on a fixed record date in proportion (as nearly as practicable) to the respective number of ordinary shares in the capital of the Company held by them or in accordance with the rights attached to such shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or as a result of legal, regulatory or practical problems arising under the laws of or the requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever); (d)      the allotment of equity securities (otherwise than pursuant to the power referred to in sub-paragraphs (a) and (b) above) of up to an aggregate nominal value equal to £5,255.05; and (e)      the allotment of equity securities (otherwise than pursuant to the power referred to in sub-paragraphs (a) and (b) above and in addition to the authority granted in sub-paragraph (d) above) of up to an aggregate nominal value equal to £5,255.05, provided that such authority shall be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this resolution, and provided that unless previously revoked, varied or extended, this power shall expire upon the earlier of the conclusion of the next annual general meeting of the Company and the date which is 15 months from the date of passing of this resolution, except that the Directors can during such period make offers or arrangements which could or might require the allotment of equity securities after the expiry of such period.	7,702,689	99.99	561	0.01

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution. -

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

- Ends -

For further enquiries:

One Health Group PLC	Via Square One Consulting
Derek Bickerstaff, Chairman
Adam Binns, CEO
Oberon Investments Limited AQSE Corporate Adviser and Broker Nick Lovering Mike Seabrook	Tel: [phone]
Square 1 Consulting Limited
David Bick	Tel: [phone]        [phone]

Notes to Editors:

One Health engages over 100 NHS Consultants who sub-specialise in the various surgeries offered by the Company, through a growing network of community-based outreach clinics and surgical operating locations. Prior to the Covid-19 pandemic, on an annual basis, One Health serviced in excess of 10,000 new patients, through over 30,000 consultations and performed over 7,000 surgical procedures. One Health uses surgeons and anaesthetists that are mostly employed by the NHS, on a consultancy basis. It currently works with over 100 professionals across 7 hospitals and 30 CQC registered clinics.

One Health's activities are focused on areas where the patient needs are under-supplied by the local NHS service as well as locations where population density is relatively high, and the level of private medical insurance is relatively low. One Health has also sought to expand geographically from its Head Office in Sheffield into neighbouring counties, which meet the required criteria. Currently, the Company's activities are focused in Yorkshire, Lincolnshire, Derbyshire, Nottinghamshire and Leicestershire. Revenue in the year to 31 March 2023 was derived from 60 Clinical Commissioning Groups in addition to contracts with NHS hospitals.

One Health's business model has focused to date on four main areas: being Spine, Orthopaedics, General Surgery and Gynaecology. The split of inpatient procedures in the year to 31 March 2020 was as follows: Spine 32% Orthopaedics 27% General Surgery 29% Gynaecology 12%.

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.

One Health delivered 4,870 procedures in the year to 31 March 2022 and the Directors expect the Company to deliver significantly more procedures in the year to 31 March 2023.

One Health was admitted to trading on Aquis in November 2022 with the ticker OHGR.AQ. 

For additional information please visit https://www.aquis.eu/companies/OHGR

 

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