Retail Offer for up to £0.5m

One Health Group PLC

19 February 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

19 February 2025

One Health Group plc

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

WRAP Retail Offer for up to £0.5 million

One Health Group plc, a provider of NHS-funded medical procedures, is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to approximately £0.5 million (before expenses) (the "Retail Offer") through the issue of new ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares"). Under the Retail Offer up to 277,777 new Ordinary Shares (the "Retail Offer Shares") will be made available to eligible investors at the price of 180 pence  per share (the "Issue Price").

In addition to the Retail Offer, and as announced on 19 February 2025 (the "Launch Announcement"), the Company is also intending to raise minimum gross proceeds of £5.2 million (before expenses) via a conditional placing of new Ordinary Shares ("New Placing Shares") in addition to 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 the "Issue Price  (the "Placing").

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) (the "Open Offer") (together the Placing, Open Offer and Retail Offer, the "Capital Raising" and together the New Placing Shares, Open Offer Shares and Retail Offer Shares, the "New Ordinary Shares").

The Issue Price represents a discount of approximately 14.3 per cent. to the mid-market closing price of an Ordinary Share on 18 February 2025 (being the latest practicable date prior to this announcement).

The Launch Announcement contains details regarding the Placing and its terms and sets out the reasons for the Capital Raising and use of proceeds.  The net proceeds of 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 Launch Announcement also contains details regarding the Company's intention to cancel the admission of its existing Ordinary Shares (the "Existing Ordinary Shares") to trading on the Apex Segment of the Growth Market of the Aquis Stock Exchange ("AQSE") and to apply for admission of the New Ordinary Shares and the Existing Ordinary Shares to trading on AIM, a market of that name operated by the London Stock Exchange ("Admission").

The Retail Offer is not part of the Placing or the Open Offer. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing and the Open Offer but completion of the Placing and Open Offer are not conditional on the completion of the Retail Offer.

The Capital Raising is conditional on, inter alia, the passing of resolutions to be proposed at a 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) (the "General Meeting") and Admission. It is anticipated that Admission will become effective and that dealings in the Ordinary Shares will commence on AIM at 8.00 a.m. on 20 March 2025.

The Company intends to publish and send a circular (the "Circular") to its shareholders containing further details of the Capital Raising, the terms and conditions of the Open Offer and the notice of the General Meeting. The Circular will also be available on the Company's website: https://www.onehealth.co.uk/investors.

The Company has published a Schedule One announcement and Appendix in compliance with the AIM Rules for Companies published by London Stock Exchange for a quoted applicant. It includes, inter alia, all information that is, under the AIM Rules for Companies, required for an admission document which is not currently publicly available. Information, which is public includes, without limitation, all information filed with the AQSE (available at www.aquis.eu), and all information available on the Company's website (collectively, the "Public Record"). The Public Record can be accessed freely. Further, the contents of the Schedule One announcement and Appendix to the Schedule One Announcement have not been approved by an authorised person for the purposes of section 21 of FSMA, nor will not be filed with or approved by the FCA or any other government or regulatory authority in the UK.

Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom with the opportunity to participate in the Retail Offer.

Therefore, the Company is making the Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of One Health, following release of this announcement and through certain financial intermediaries.

Participating retail platforms include, but are not limited to, Hargreaves Lansdown, AJ Bell (0345 5432 600) and interactive investor (0345 607 6001).

A number of other retail platforms are able to access the Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.

Retail brokers wishing to participate in the Retail Offer, on behalf of eligible retail investors, should contact [e-mail].

The Retail Offer is expected to close at 4.30 p.m. on 24 February 2025. Eligible retail investors should note that financial intermediaries may have earlier closing times.

To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary and, as at the date hereof or will be, prior to placing an order for Retail Offer Shares, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £100 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size or timings of the Retail Offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with Existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Issue Price does not exceed €8,000,000, or such size as agreed by the Company.

The Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Ordinary Shares and an investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

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: [phone]
Winterflood Retail Access Platform Joe Winkley Sophia Bechev	[e-mail] [phone]
Square1 Consulting David Bick	Tel: [phone] [phone]

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

The Company's LEI is 984500DC689F5BAD8732.

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

 Important Notices

This announcement, which has been prepared by and is the sole responsibility of the Company has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority.

The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Ordinary Shares is being made in the United States. The Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

WRAP is a proprietary technology platform owned and operated by Winterflood (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the Financial Conduct Authority . An investment in the Company may not be suitable for all recipients of this document. Any such investment is speculative and involves a high degree of risk. Prospective investors should carefully consider whether an investment in the Company is suitable for them in light of their circumstances and the financial resources available to them.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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 or a target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Ordinary Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than AIM operated by the London Stock Exchange.

Panmure Liberum Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and sole broker to the Company in connection with the Placing. Panmure Liberum Limited has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Panmure Liberum Limited or any of its affiliates or agents or its or their directors, officers, partners, employees, agents or advisers for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. 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 Limited 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. The responsibilities of Panmure Liberum Limited as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

 

END