REG - AIM - Schedule One - Vulcan Two Group plc

TargetAnnouncement

Tue 09:00

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RNS Number : 7943V  AIM  19 August 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:

 Vulcan Two Group plc ("Vulcan Two" or the "Company")

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

 Registered office:

 201 Temple Chambers

 3-7 Temple Avenue

 London

 EC4Y 0DT

 Business address:

 71-75 Shelton Street

 London

 WC2H 9JQ

 COUNTRY OF INCORPORATION:

 England & Wales

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

 TBC

 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:

 Vulcan Two Group plc is a new company that has been established to acquire
 companies or businesses that the Directors believe have the potential to
 generate shareholder value. The Directors will focus on acquiring companies in
 the ePharmacy market and will initially focus on businesses operating
 substantially in the UK.

 The UK's ePharmacy market is high-growth and fragmented, which the Directors
 believe creates a clear consolidation opportunity. Vulcan Two's plan is to
 lead the consolidation of the private prescription sector - one of the fastest
 growing and most profitable sectors of the UK Pharmacy market.

 Following Admission, the Group intends to develop acquisition opportunities as
 quickly and effectively as possible. The Board believes that its significant
 experience and the considerable market research conducted to date will result
 in strong deal flow and the Directors have already established a promising
 pipeline of potential acquisition opportunities. However, there can be no
 certainty at this stage that any such transactions will be completed and/or on
 what timeframe any such transactions might occur.

 Once acquisitions have been completed, the Directors will focus on growth and
 operational improvement of acquired businesses and will seek to drive cost and
 revenue synergies as the Group expands in order to enhance Shareholder value,
 whilst continuing to identify and appraise additional acquisition
 opportunities..

 The Group's two Executive Directors, Michael Kraftman and Brendan O'Brien,
 have leading experience in the eCommerce healthcare sector, having built
 Vision Direct, one of Europe's leading online contact lens suppliers, between
 2009 and 2021. Vision Direct was built through a combination of strong organic
 growth and through six acquisitions in the period to create a business
 generating over £100 million of revenue. In 2016 they sold the enlarged
 business, generating a 4.25x return to investors in a two-year period, which
 included leading a successful re-brand, integration of operations of acquired
 businesses into a single operational structure and growing the team to over
 200 people across Europe.

 They now see an opportunity to build the UK's leading regulated ePharmacy
 group and will use the Company as the platform on which to pursue that
 opportunity.

 Investing Policy:

 On Admission the Group will be an 'Investing Company' as defined by the AIM
 Rules for Companies. The Group will look to achieve its investment objective
 by taking an active approach to investments made within the following
 parameters:

 ·    Sector focus: The Group intends to focus on the ePharmacy market. The
 Directors believe that opportunities exist to create significant value for
 Shareholders through a properly executed, acquisition-led strategy in this
 sector. Within the ePharmacy market, the Group will focus primarily on
 services enabling the issuance and fulfilment of private prescriptions, but
 may also include veterinary prescriptions and NHS fulfilment.

 ·    Geographic focus: Initially the Group's focus will be investing in
 businesses headquartered in or operating principally in the United Kingdom. In
 the future, the Group may invest globally, including in emerging markets.

 ·    Target companies: The Group will target companies with good market
 fundamentals in their specific segment which fit into the stated geographic
 and asset criteria guidelines and where the Directors believe there is the
 potential for material strategic, operational and performance improvement.

 ·    Types of investment and control of investments: It is anticipated
 that the Group will acquire controlling stakes in one or more businesses or
 companies on a long-term basis. The investments made by the Group may take a
 variety of legal forms; for example, it may acquire complete control or a
 majority stake of a business, form a joint venture or partnership or complete
 add-on acquisitions through domain and asset purchases. The Board may issue
 new Ordinary Shares as acquisition consideration to vendors of assets, as
 appropriate.

 ·    Investment size: The Directors intend that initial funds raised will
 be used for the purposes of working capital and to undertake due diligence on
 potential target acquisitions. Any proceeds raised from Venture Capital Trusts
 (VCT) and individuals seeking tax relief under the Enterprise Investment
 Scheme (EIS) will not be used to make acquisitions, and will be used to
 support the growth of any qualifying trading business that the Group may
 operate in the future. It is envisaged that the Group's first investment will
 be in a company with an enterprise value anticipated to be not more than £80
 million. This first acquisition will require additional funding and is likely
 to constitute a Reverse Takeover under the AIM Rules for Companies. Completion
 of the acquisition would therefore be subject to the prior approval of
 Shareholders at a general meeting.

 ·    Nature of returns: It is anticipated that returns to Shareholders
 will be delivered through appreciation in the Group's share price and, if
 appropriate, dividends paid out of retained earnings (following completion of
 an investment) or a return of cash to Shareholders following any disposal of
 assets or investments.

 The Group will need to raise additional funds for its target acquisitions in
 the form of equity and/or debt. Depending on the composition of the Group's
 share register, it is possible that an equity fundraising for those purposes
 will, subject to the necessary shareholder approval, be carried out on a
 non-pre-emptive basis to allow for the diversification of the Group's
 shareholder register and to obtain sufficient equity funding.

 If the Group decides to make a material change to this Investing Policy, it
 will be required to seek the consent of the Shareholders in a general meeting.

 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):

 Securities: Ordinary Shares of 10p each

 Issue price: TBC

 Number to be issued: TBC

 Restrictions: No restrictions on transferability of the Ordinary Shares

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

 Capital to be raised on Admission: TBC

 Anticipated market capitalisation on Admission: TBC

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 TBC

 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:

 No application to any other Exchange or Trading Platform will be made.

 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):

 Susan Elizabeth Clement Davies (Non-Executive Chair)

 Michael Benjamin Kraftman (Chief Executive Officer)

 Brendan Celestine O'Brien (Chief Operating Officer)

 Martin James Glanfield (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):
 Before Admission                        After Admission
 Shareholder       Percentage of the Issued Share Capital  Percentage of the Issued Share Capital
 Michael Kraftman  60%                                     TBC
 Brendan O'Brien   40%                                     TBC

 

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

 None

 (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 December year end

 (ii)        Year ended 31 December 2024

 (iii)       Half year results for the period ended 30 June 2025 by 30
 September 2025

 Full year results for the period ended 31 December 2025 by 30 June 2026

 Half year results for the period ended 30 June 2026 by 30 September 2026

 EXPECTED ADMISSION DATE:

 Early September 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Canaccord Genuity Limited

 88 Wood Street

 London

 EC2V 7QR

 NAME AND ADDRESS OF BROKER:

 Canaccord Genuity Limited

 88 Wood Street

 London

 EC2V 7QR

 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:

 Internet address TBC

 The Admission Document will contain full details about the applicant and the
 admission of its securities and will be available on the Company's website.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 On admission, the Company will adopt the QCA Corporate Governance Code
 (November 2023 edition), published by the Quoted Companies Alliance.

 DATE OF NOTIFICATION:

 19 August 2025

 NEW/ UPDATE:

 New

 

 

 

 

 

 

 

 

 

 

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

 

None

 

(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 December year end

(ii)        Year ended 31 December 2024

(iii)       Half year results for the period ended 30 June 2025 by 30
September 2025

Full year results for the period ended 31 December 2025 by 30 June 2026

Half year results for the period ended 30 June 2026 by 30 September 2026

 

EXPECTED ADMISSION DATE:

 

Early September 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

 

NAME AND ADDRESS OF BROKER:

 

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

 

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:

 

Internet address TBC

 

The Admission Document will contain full details about the applicant and the
admission of its securities and will be available on the Company's website.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

On admission, the Company will adopt the QCA Corporate Governance Code
(November 2023 edition), published by the Quoted Companies Alliance.

 

DATE OF NOTIFICATION:

 

19 August 2025

 

NEW/ UPDATE:

 

New

 

 

 

 

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