One Health Group plc (AQSE:OHGR), a provider of NHS-funded medical procedures, has announced that, at the General Meeting of the Company held today, all the resolutions set out in the Circular dated 20 February 2025 and put to Shareholders were duly passed. A summary of the voting results is set out below. Accordingly the Company is pleased to confirm anticipated admission of the Enlarged Issued Share Capital of the Company to trading on AIM on 20 March 2025.
Result of Open Offer
The Company also announces that the Open Offer, has closed for acceptances, with valid applications being received, including Excess Entitlements, from Qualifying Shareholders in respect of a total of 172,695 New Ordinary Shares. This represents a take-up of approximately 62.2 per cent of the maximum number of Open Offer Shares available to Qualifying Shareholders. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement and Excess Entitlement.
Accordingly, the Open Offer has raised approximately £0.3 million (before expenses) for the Company, resulting in aggregate gross proceeds from the Capital Raising of approximately £7.8 million.
Result of General Meeting
The Board reports that Resolution 1 passed as an ordinary resolution and Resolutions 2 and 3 passed as special resolutions at the General Meeting of the Company held today. Following the passing of the Resolutions, the Company has, subject to admission of the Enlarged Issued Share Capital to trading on AIM (“Admission”), received the authority for the Directors to allot and issue the New Placing Shares, Retail Offer Shares and Open Offer Shares and adopt new articles of association.
The proxy voting results of the Resolutions are included below:
| Resolution | FOR | AGAINST | TOTAL | WITHHELD | |||
| No. of votes cast | % | No. of votes cast | % | No. of votes cast | No. | ||
| Resolution 1Subject to Admission, to grant the directors authority to allot shares in the Company in the amount set out in the Notice of General Meeting | 6,710,949 | 99.98 | 1,025 | 0.02 | 6,711,974 | 0 | |
| Resolution 2Subject to Admission and conditionally on the passing of Resolution 1, to empower the directors to disapply pre-emption rights on the issue of shares in the Company in the amount set out in the Notice of General Meeting | 6,710,949 | 99.98 | 1,025 | 0.02 | 6,711,974 | 0 | |
| Resolution 3Subject to Admission to adopt the new articles of association produced at the General Meeting | 6,711,974 | 100 | 0 | 0 | 6,711,974 | 0 | |
Admission and Settlement
Application will be made for the 3,159,522 New Ordinary Shares to be admitted to trading on AIM. The issue of the New Ordinary Shares consists of the following:
· 2,888,888 New Placing Shares pursuant to the Placing, raising gross proceeds of approximately £5.2 million;
· 97,939 Retail Offer Shares taken up under the Retail Offer, raising gross proceeds of approximately £0.2 million; and
· 172,695 Open Offer Shares applied for under the Open Offer, raising gross proceeds of approximately £0.3 million.
In addition, the Placing comprised the 1,194,721 Existing Ordinary Shares sold by the Selling Shareholders, raising gross proceeds for the Selling Shareholders of approximately £2.2 million.
As set out in the Company’s announcement on 19 February 2025, the Company intends to cancel the admission of the Existing Ordinary Shares to trading on the AQSE Growth Market, and will make an application for admission of the 10,550,093 Existing Ordinary Shares, along with the 3,159,522 New Ordinary Shares, to trading on AIM. Settlement and Admission are expected to take place and dealings in the Ordinary Shares on AIM are expected to commence at 8:00 a.m. on 20 March 2025.
The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares. Following Admission, the Company will have 13,709,615 Ordinary Shares in issue.
Total Voting Rights
Following Admission, the above figure of 13,709,615 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules. The Company does not hold any shares in treasury.
Concert Party Update
The City Code on Takeovers and Mergers (the “Code“) is issued and administered by the Panel on Takeovers and Mergers (the “Panel“). The Company is subject to the City Code and therefore its Shareholders are entitled to the protections afforded by the City Code.
In the Circular sent to Shareholders, the Company outlined proposed amendments to and the existing, and anticipated, holdings of certain persons who were presumed, as set out in the Code, to be persons acting in concert with other persons in the same category as previously agreed with the Panel at the time of the Company’s IPO on the AQSE Growth Market, as at the date of the Circular.
Following the results of the Retail Offer and the Open Offer it is anticipated that following Admission, the Revised Concert Party, as described in the Circular, will be interested in 8,425,027 Ordinary Shares representing approximately 61.45 per cent. of the Enlarged Issued Share Capital. Of the Revised Concert Party members, Derek Bickerstaff (including the interests of his spouse, Michelle Bickerstaff) is expected to be interested in 5,550,000 Ordinary Shares following Admission, representing approximately 40.48 per cent. of the Enlarged Issued Share Capital.
