REG - AIM Vulcan Two Group PLC - Schedule One - Vulcan Two Group PLC

Vulcan TwoAnnouncement

Wed 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260304:nRSD1843Va&default-theme=true

RNS Number : 1843V  AIM  04 March 2026

 

 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:

 www.vulcantwo.com

 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 is aiming to create the UK's leading regulated ePharmacy through
 buy-and-build.

 On 26 February 2026, the Company announced that it has conditionally agreed to
 acquire three companies in the UK ePharmacy market, being CloudRx Holdings
 Limited ("CloudRx"), Hyperdrug Pharmaceuticals Ltd ("Hyperdrug") and Webmed
 Pharmacy Ltd ("Webmed") (together, the "Acquisitions").

 The total maximum consideration for the Acquisitions is approximately £41.7
 million. To satisfy the consideration payable for the Acquisitions, the
 Company has conditionally raised gross proceeds of £40 million, by way of an
 institutional placing. The Acquisitions, individually and collectively,
 constitute a Reverse Takeover pursuant to Rule 14 of the AIM Rules for
 Companies and, as such, together with the placing, are subject to shareholder
 approval at a General Meeting.

 Vulcan Two's strategy is to lead the consolidation of the private prescription
 sector of the regulated UK ePharmacy market, one of the fastest growing and
 most profitable sectors of the market. The Group's CEO and COO, 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, through a combination of organic
 growth and acquisitions. The Directors believe that a similar opportunity for
 growth and consolidation currently exists in the UK ePharmacy market.

 Since IPO in September 2025, the Directors have progressed conversations with
 certain acquisition targets and the Company has now entered into conditional
 share sale and purchase agreements with the shareholders of three companies,
 being CloudRx, Webmed and Hyperdrug (the "Targets"). The Targets are each
 regulated digital pharmacies, dispensing and distributing medications to
 customers. Collectively, the Targets sell a wide and diverse range of
 medications, across product categories such as women's health, weight-loss,
 mental health and veterinary.

 The Directors believe that the Targets are each high-quality businesses that
 bring attractive assets and capabilities that can be leveraged across the
 Enlarged Group. The Directors further believe that the acquisition of the
 Targets creates a platform for growth that will be supported by strong market
 tailwinds and driven by targeted sales initiatives, scalable infrastructure
 and a drive to best-in-class service.

 The Company is currently an "investing company" under the AIM Rules for
 Companies. On completion of the acquisitions and upon readmission, the Company
 will become an operating company.

 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 ("Ordinary Shares")

 Issue price: £2.00

 Existing number of Ordinary Shares admitted to trading: 6,775,000

 Number of new Ordinary Shares to be admitted to trading: 20,500,000

 Enlarged number of Ordinary Shares following readmission: 27,275,000

 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 Readmission: £40.0 million

 Anticipated market capitalisation on Readmission: £54.6 million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 43.0%

 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)

 Keith Butcher (Chief Financial Officer)

 Martin James Glanfield (Non-Executive Director)

 Dr. David Chee Wai Wong (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
 Dowgate Group Limited                                                           14.6%                                   14.4%
 Octopus Investments Limited                                                     14.8%                                   11.7%
 Gresham House Asset Management Ltd                                              11.1%                                   11.3%
 Canaccord Genuity Asset Management                                              7.4%                                    6.5%
 Schroder Investment Management Ltd                                              5.5%                                    5.4%
 Premier Miton Group plc                                                         1.7%                                    5.2%
 Ruffer LLP (on behalf of its clients)                                           -                                       4.6%
 Client funds managed by Downing LLP                                             -                                       4.4%
 FIL Investments International acting as agent for and on behalf of certain      -                                       4.0%
 funds
 Michael Kraftman                                                                14.0%                                   3.5%
 Brendan O'Brien                                                                 8.1%                                    -*
 Huntress (CI) Nominees Limited                                                  5.5%                                    -*
 ISPartners Investment Solutions AG                                              4.5%                                    -*
 Otus Capital Management Limited                                                 3.7%                                    -*

 

 *Percentage of Ordinary Shares held following readmission not disclosable

 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)        The Company and Targets: 31 December 2025 (Unaudited)

 CloudRx (being the largest of the Targets): 31 May 2025 (Audited)

 (iii)       Full year results for the year ended 31 December 2025 by 30
 June 2026

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

 Full year results for the year ended 31 December 2026 by 30 June 2027

 EXPECTED ADMISSION DATE:

 19 March 2026

 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: www.vulcantwo.com

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

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The Company has adopted the QCA Corporate Governance Code (November 2023
 edition), published by the Quoted Companies Alliance.

 DATE OF NOTIFICATION:

 4 March 2026

 NEW/ UPDATE:

 New

 

 

*Percentage of Ordinary Shares held following readmission not disclosable

 

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)        The Company and Targets: 31 December 2025 (Unaudited)

CloudRx (being the largest of the Targets): 31 May 2025 (Audited)

(iii)       Full year results for the year ended 31 December 2025 by 30
June 2026

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

Full year results for the year ended 31 December 2026 by 30 June 2027

 

EXPECTED ADMISSION DATE:

 

19 March 2026

 

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: www.vulcantwo.com

 

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

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Company has adopted the QCA Corporate Governance Code (November 2023
edition), published by the Quoted Companies Alliance.

 

DATE OF NOTIFICATION:

 

4 March 2026

 

NEW/ UPDATE:

 

New

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PAAUPUPPWUPQGQW



            Copyright 2019 Regulatory News Service, all rights reserved