One Health Group plc (AQSE:OHGR), a provider of NHS-funded medical procedures, is pleased to announce a conditional placing to raise minimum gross proceeds of £7.0 million, an open offer to Qualifying Shareholders to raise up to £0.5 million and a retail offer to raise up to £0.5 million.
The Placing to raise minimum gross proceeds of £7.0 million consists of:
· an issue of new Ordinary 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 to raise minimum gross proceeds of £1.8 million at a price of 180 pence per Placing Share.
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, 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 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 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.
