Schedule One update - One Health Group plc | RNS | Ticker

Schedule One update - One Health Group plc

RNS Announcement

RNS Number : 0633A

AIM

11 March 2025

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

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

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

131 Psalter Lane

Sheffield

South Yorkshire

S11 8UX

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.onehealth.co.uk/investors

On the Company's admission to AIM ("Admission") the above website address will contain all information required by AIM Rule 26.

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

One Health is a provider of medical procedures on behalf of the NHS, delivering increased capacity in areas where there is a shortage in underserved areas to help reduce NHS waiting lists and provide access to high quality NHS care to those who need it most. The Company is focused largely across four 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 Labour Government in 2006 through the National Health Service Act. Under this policy, patients, whose GPs have referred them for potential surgery, have the right to choose their own treatment provider for certain procedures through Patient Choice. This may be the NHS, a voluntary provider, or companies operating in the independent sector. Such companies, including One Health, are known as Independent Sector Providers.

One Health engages over 100 NHS consultants (including anaesthetists) who sub-specialise in the various surgeries offered by the Company, 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. Currently, the Company's activities are focused in West and South Yorkshire, North and South Lincolnshire, Nottinghamshire, Leicestershire and Derbyshire, with further geographical expansion planned across England

Surgeries provided by One Health are paid 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 shorter waiting times in comparison to the NHS. Theatre schedules remain undisrupted by emergency procedures, ensuring surgeries proceed as planned, with limited delay, which results in significantly lower waiting times than the NHS directly provided procedures. Patients are seen by consultants in local clinics with procedures then being carried out at independent hospitals where One Health rents theatre space and time.

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 time available, often during their days off or weekends. The Company currently works with over 100 professionals across 9 independent hospitals and 37 mainly CQC registered One Health outreach clinics.

Aligning with the Company's long-term strategy, as outlined initially upon its AQSE IPO, and most recently in its FY25 interim results, an investment into surgical hubs is being pursued to increase the Company's surgical capacity in regions where access to operating theatres and NHS infrastructure is limited.

The Company's main country of operation is the England.

One Health was admitted to trading on the Aquis Exchange in November 2022 and trades on the Apex Segment of the AQSE Growth Market with a market capitalisation of £22 million.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

13,709,615 Ordinary Shares of 0.5 pence each

There are no shares to be held as treasury shares and there are no restrictions as to transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £7.8 million

Anticipated market capitalisation on Admission at 180 pence per ordinary share (being the issue price of the new ordinary shares pursuant to the Capital Raising: £24.7 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

61.9%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Derek Richard Bickerstaff	Non-Executive Chairperson
Adam Rawlinson Binns	Chief Executive Officer
Shantanu Arvind Shahane	Chief Medical Officer
Jessica Sellars	Chief Operating Officer
Helen Marie Pitcher OBE	Senior Independent Non-Executive Director
Anthony Nicholas (Nick) Parker	Independent Non-Executive Director
Zachary (Zak) William McMurray	Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Pre-Admission	On Admission
Derek Bickerstaff*	56.9%	32.5%
One Health Group Trustees LLP	9.3%	2.1%
Sirius G Limited	5.1%	3.9%
Chelverton Asset Management	3.5%	2.7%
Octopus Investments Limited	-	16.4%
Crucible Clarity Fund	-	4.9%
Michelle Bickerstaff*	-	8.0%

*Spouse of Derek Bickerstaff

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)

31 March

(ii)

N/A - existing issuer moving from the Aquis Exchange

(iii)

30 September 2025 (audited results for the 12 months to 31 March 2025)

31 December 2025 (unaudited results for the six months to 30 September 2025)

30 September 2026 (audited results for the 12 months to 31 March 2026)

EXPECTED ADMISSION DATE:

20 March 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Panmure Liberum Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Panmure Liberum Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London EC2Y 9LY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A - quoted applicant

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

11 March 2025

NEW/ UPDATE:

Update

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

The Apex Segment of the Growth Market of the Aquis Stock Exchange.

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

One Health was admitted to trading on the Apex Segment of the Aquis Stock Exchange on 24 November 2022.

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Confirmed. One Health has adhered to all legal and regulatory requirements involved in having its securities admitted to trading on the Apex segment of the Aquis Stock Exchange.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

https://www.onehealth.co.uk/investors

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

One Health's growth strategy is strongly aligned to the current 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 independent sector capacity are constrained.

One Health's growth strategy builds upon its organic growth and surgical hubs plan. These 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 Group is currently planning to open a new facility in an underserved area, with completion expected c. 12 months following construction. This new hub will feature cutting edge technology and facilities, initially enabling surgeries to be performed daily. The hub is expected to generate revenues from £6 million to £9 million per annum with an anticipated gross margin of c.30%.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as disclosed in One Health's interim financial results for the six months ended 30 September 2024 and dated 20 December 2024, there has been no significant change in the financial or trading position of One Health since 31 March 2024, being the end of the last financial period for which audited financial statements have been published.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors are of the opinion, having made due and careful enquiry that, after taking account of the existing cash position of the Group and pursuant to the fundraise, the Group will have sufficient working capital for its present requirements, that is, for at least the period of 12 months from the date of Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will continue to be through the CREST system for dealings in ordinary shares held in uncertificated form. Ordinary Shares can also be dealt in certificated form.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

https://www.onehealth.co.uk/investors

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

The Appendix to this Schedule 1 contains, inter alia, information equivalent to that required for an Admission Document and which is not already public. On Admission, this will be sent to shareholders and will be available on the Company's website: https://www.onehealth.co.uk/investors

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

https://www.onehealth.co.uk/investors

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

There are no shares held in treasury

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END

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RNS metadata

Title: Schedule One update - One Health Group plc
Time: 08:00:01
Date: 11 Mar 2025
Category: Corporate updates
ID: 0633A