REG - AIM - Schedule One update - One Health Group plc

Aquis ExchangeAnnouncement

11/03/2025 09:15

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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 (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)

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

 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

 There are no shares held in treasury

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 (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 (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
(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 (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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