REG - Vulcan Two Group PLC - Proposed Placing and Acquisitions
26/02/2026 17:00
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RNS Number : 5935U Vulcan Two Group PLC 26 February 2026
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DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").
FOR IMMEDIATE RELEASE
26 February 2026
Vulcan Two Group plc
(the "Company" or "Vulcan Two")
Proposed acquisition of CloudRx Holdings Limited
Proposed acquisition of Hyperdrug Pharmaceuticals Ltd
Proposed acquisition of Webmed Pharmacy Ltd
Proposed Placing
Readmission of the Enlarged Share Capital to trading on AIM
Vulcan Two Group plc, the company aiming to create the UK's leading regulated
ePharmacy through buy-and-build, announces 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") (each of Hyperdrug, Webmed and CloudRx, being a
"Target") (and together, the "Acquisitions"). The total maximum consideration
for the Acquisitions is approximately £41.7 million, of which approximately
£37.1 million is payable in cash on completion of the Acquisitions.
To satisfy the cash consideration payable for the Acquisitions, the Company
also announces that it proposes to raise gross proceeds of £40 million, by
way of an institutional placing of new Ordinary Shares (the "Placing") at a
price of 200 pence per share (the "Placing Price"). The Placing will be
conducted by way of an accelerated bookbuild ("ABB"), which will be launched
immediately following this Announcement in accordance with the terms and
conditions set out in Appendix B of this Announcement.
The Acquisitions, individually and collectively, constitute a Reverse Takeover
pursuant to Rule 14 of the AIM Rules for Companies and, as such, are, together
with the Placing, subject to Shareholder approval at a General Meeting. An
Admission Document containing details of the Acquisitions and the Placing and
containing a notice of the general meeting will be published in the coming
days and will be made available to view on the Company's website at
www.vulcantwo.com (http://www.vulcantwo.com) . Canaccord Genuity Limited is
acting as Nominated Adviser, Sole Bookrunner and Sole Broker to the Company.
Transaction Highlights
· Acquisition of three UK ePharmacy companies for a combined consideration of up
to £41.7 million.
· Proposed Placing to raise gross proceeds of £40 million, comprised of a
Non-VCT Placing of £35 million and a VCT Placing of £5 million.
· Net proceeds of the Placing, together with the existing cash in the Group,
will be used to satisfy the initial cash consideration for the Acquisitions,
provide working capital for the Enlarged Group, provide available cash for
further bolt-on acquisitions and to support future trading growth.
· Placing Price of 200 pence per share, representing a 9.1 per cent. discount to
the mid-market closing price of 220 pence per share on 25 February 2026, being
the last practicable date prior to the publication of this Announcement.
· The Directors believe that the growth of the Enlarged Group will be supported
by strong market tailwinds and driven by targeted sales initiatives, scalable
infrastructure and a drive to best-in-class service.
· The Enlarged Group is expected to show underlying profitability and cash
generation, generating over £35 million revenue, with a high proportion of
recurring revenues.*
*Underlying profitability and cash generation refer to profit and cash
produced from core operations, excluding items such as amortisation.
Michael Kraftman, Chief Executive Officer of Vulcan Two, commented:
"We are delighted to announce the Acquisitions which will serve as the
foundation on which we will aim to build the UK's leading regulated ePharmacy
platform. This significant milestone marks the beginning of an exciting new
chapter as we work to integrate the Targets and pursue our strategy as stated
at IPO, supported by strong market tailwinds. We believe we are well
positioned for the future, and look forward with great excitement to further
opportunities ahead."
For further information please contact:
Vulcan Two Group plc Email: info@vulcantwo.com (mailto:info@vulcantwo.com)
Michael Kraftman, Chief Executive Officer
Brendan O'Brien, Chief Operating Officer
www.vulcantwo.com (http://www.vulcantwo.com)
Canaccord Genuity Limited Tel: +44 (0) 20 7523 8000
(Nominated Adviser, Sole Bookrunner and Sole Broker)
Simon Bridges / Harry Pardoe / Elizabeth Halley-Stott
Alma Strategic Communications Email: vulcantwo@almastrategic.com (mailto:vulcantwo@almastrategic.com)
(Financial PR)
Tel: +44 (0) 20 3405 0205
Justine James / Sam Modlin / Will Merison
Expected timetable of principal events
Publication of this Announcement 26 February 2026
Publication of the Admission Document on or around 27 February 2026
Latest time and date for receipt of Form of Proxy and CREST voting 10.00 a.m. on 13 March 2026
instructions
General Meeting 10.00 a.m. on 17 March 2026
VCT Admission occurs and commencement of dealings in the VCT Placing Shares 8.00 a.m. on 18 March 2026
VCT Placing Shares credited to CREST accounts, where applicable, by 18 March 2026
Readmission occurs and commencement of dealings in the Existing Ordinary 8.00 a.m. on 19 March 2026
Shares and the New Ordinary Shares, including, the Non-VCT Placing Shares and
the Consideration Shares
Non-VCT Placing Shares and Consideration Shares credited to CREST accounts, 19 March 2026
where applicable, by
Despatch of definitive share certificates (where applicable) within 10 Business Days of Readmission
Notes:
All times are London, UK times. Each of the times and dates in the above
timetable is indicative only and is subject to change without further notice
at the absolute discretion of the Company and Canaccord Genuity.
VCT investors should be aware that an investment in the VCT Placing Shares
would complete prior to, and is not conditional on completion of the
Acquisitions, Readmission or the issue of the Non-VCT Placing Shares and
Consideration Shares.
The Acquisition Completions are expected to occur upon Readmission.
Background to and reasons for the Acquisitions and Placing
The Company is a cash shell that was admitted to trading on AIM on 3 September
2025 with a mandate to acquire companies in the UK ePharmacy market. The
Company raised £12 million in its IPO via a placing and subscription at 200p
per share and was admitted to trading on AIM with a market capitalisation of
approximately £13.6 million.
Vulcan Two's stated strategy at the time of IPO was 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 significant 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, and, at the time of IPO in September 2025, they had
identified a pipeline of potential acquisition opportunities.
Since IPO, the Directors have progressed conversations with certain
acquisition targets from this acquisition pipeline and Vulcan Two has now
entered into conditional share sale and purchase agreements with all of the
shareholders of three companies, being CloudRx, Webmed and Hyperdrug, which
the Directors intend to acquire simultaneously. 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. Furthermore, the
Directors believe the formation of the Enlarged Group creates a market
presence and a platform from which the Company can pursue its objective of
building the UK's leading regulated ePharmacy.
It is proposed that the Targets will be acquired for an aggregate
consideration of up to approximately £41.7 million, the significant majority
of which will be settled in cash. The Acquisitions, individually and
collectively, will constitute a Reverse Takeover. In order to fund the
consideration for the Acquisitions, the Company intends to raise gross
proceeds of approximately £40.0 million by way of a Placing.
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.
Information on the Targets
CloudRx
CloudRx is a digital prescription platform and fully regulated pharmacy,
dispensing and distributing prescription medicines via its B2B2C platform. The
maximum consideration payable for the acquisition of CloudRx is approximately
£36.0 million, of which approximately £32.0 million becomes payable in cash
on CloudRx Completion (subject to customary post-completion adjustments for
net debt and working capital), £1 million will be satisfied by the issue of
the Consideration Shares, and up to £3.0 million is payable in deferred cash
consideration, payable over the next two years.
CloudRx was founded in 2019 and has become a large digital private
prescription dispenser by volume. The business has grown from a £5.4 million
revenue business in the year to 30 November 2021, predominantly fulfilling
private HRT prescriptions, to a £23.2 million revenue business in the year
to 30 November 2025, fulfilling prescriptions across numerous product
categories.
CloudRx provides a digital end-to-end prescription fulfilment service for
private prescribers. The CloudRx software allows doctors and clinicians to
generate a digital prescription and transmit the prescription directly to
CloudRx for fulfilment. A CloudRx pharmacist reviews and approves the
prescription, patient payment is taken directly by CloudRx or by the
prescriber, and CloudRx dispenses and ships the medication to the patient.
The CloudRx platform is designed to make the prescribing and fulfilment
process as simple and efficient as possible for prescribers and patients.
Prescribers can create fully electronic, digitally signed prescriptions for
their patients, removing the manual administrative side of generating and
processing prescriptions, and enabling them to more efficiently meet demand.
Prescribers benefit from access to real-time stock availability and pricing
and can issue repeat prescriptions and prescriptions for 20 controlled drugs.
Prescribers can write and submit prescriptions directly through the CloudRx
web platform or can integrate the functionality of the platform into their
practice management system (for example, the Semble clinical system) via
CloudRx's proprietary API. This purpose-built cloud-based API integrates with
existing technology tools used in the issuance and fulfilment of
prescriptions. CloudRx estimates that its API is integrated with over
80 per cent. of the private practice systems market by number of
prescribers.
Patients benefit from a range of payment and delivery methods, with next day
delivery as standard and real-time order tracking. Both prescribers and
patients can log in to the platform to view the status of orders. The
operations of CloudRx are based in Leeds, West Yorkshire, where it has 21
employees and three consultants across pharmaceutical, customer service and
other roles.
Financial Track Record
The table below sets out combined summary financial information for the
CloudRx Group, comprising CloudRx Holdings Limited and CloudRx Ltd, for the
periods indicated. The underlying financial information for CloudRx Holdings
Limited and CloudRx Ltd, for the years ended 30 November 2024 and 30 November
2023, has been audited and will be set out in full in the Admission Document.
Financial information for the years ended 31 December 2025 and 30 November
2025 is unaudited and derived from management accounts only.
Year ended Year ended Year ended Year ended
30 November 30 November 30 November 30 December
2023 2024 2025 2025
£m £m £m £m
Revenue 12.0 18.1 23.2 23.9
Revenue growth (%) 31.3% 51.2% 28.3% N/A
Gross Profit 2.4 3.7 4.8 5.0
Gross margin (%) 20.3% 20.6% 20.5% 20.9%
EBITDA 1.6 2.6 3.3 3.5
EBITDA margin (%) 13.1% 14.2% 14.2% 14.7%
Net Profit 0.9 1.5 2.1 2.3
Webmed
Webmed is a vertically integrated B2C digital pharmacy, dispensing and
distributing medications through a bespoke consumer-facing eCommerce website.
Based in Cheshire, England, Webmed was founded in 2014 to address the need for
discrete treatment and testing for sensitive and intimate conditions. The
consideration payable for the acquisition of Webmed is approximately £2.1
million (subject to customary post-completion adjustments for net cash and
working capital), payable in cash on Webmed Completion.
The business offers a wide variety of treatments for conditions such as
weight-loss, sexually transmitted infections, erectile dysfunction and hair
loss. Webmed has shown robust and profitable growth in recent years.
Financial Track Record
The table below sets out unaudited summary financial information for Webmed,
in the periods indicated, prepared in accordance with UK GAAP.
Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 December
2023 2024 2025 2025
£m £m £m £m
Revenue 0.9 1.5 2.2 2.7
Revenue growth (%) - 64.9% 48.1% 24.1%
Gross Profit 0.5 0.6 0.8 1.1
Gross margin (%) 58.5% 39.5% 38.4% 40.9%
EBITDA 0.1 0.3 0.5 0.6
EBITDA margin (%) 8.4% 20.1% 21.0% 20.2%
Net Profit 0.1 0.2 0.4 0.4
Hyperdrug
Hyperdrug is a D2C digital pharmacy and online pet store, dispensing and
distributing veterinary and human medications, as well as a wide range of
animal products and accessories. The consideration payable for the
acquisition of Hyperdrug is approximately £3.6 million (subject to customary
post-completion adjustments for net cash and working capital), comprising
initial consideration of approximately £3.0 million in cash and total
deferred cash consideration of £600,000.
Founded in its current form in 1985, Hyperdrug is one of the UK's largest
operators in specialist veterinary prescription online pharmaceuticals.
Hyperdrug operates a D2C model, serving individual patients and animal owners.
On its consumer-facing website, Hyperdrug offers approximately 15,000
products, the significant majority of which are for animals. Hyperdrug's
eCommerce platform, which is integrated with an order management system, uses
proprietary consumer-facing API technology, enabling live availability and
delivery times to be displayed on the website. The Directors believe there is
opportunity to use this technology across the Enlarged Group to drive sales
and operational efficiencies.
The table below sets out unaudited summary financial information for Webmed,
in the periods indicated, prepared in accordance with UK GAAP.
Year ended Year ended Year ended Year ended
30 April 30 April 30 April 31 December
2023 2024 2025 2025
£m £m £m £m
Revenue 8.2 8.3 8.7 9.1
Revenue growth (%) - 1.2% 5.3% 4.3%
Gross Profit 1.7 1.8 1.8 2.0
Gross margin (%) 21.2% 22.0% 21.1% 21.5%
EBITDA 0.2 0.5 0.5 0.5
EBITDA margin (%) 2.4% 5.8% 5.7% 5.9%
Net Profit 0.1 0.3 0.3 0.4
Completion of the Acquisitions is conditional on, amongst other things, the
approval of the Resolutions at the General Meeting and will occur upon
Readmission.
The Enlarged Group
The acquired Targets will be operated by the Company and integrated into the
Enlarged Group as part of the Company's buy-and-build strategy.
The unaudited consolidated revenue of the Targets in the 12 months to 31
December 2025 was approximately £36 million, of which a high proportion was
recurring. In the 12 months ending 30 September 2025, 74 per cent. of the
Enlarged Group's aggregate revenue was recurring. This revenue was well
diversified across product categories, with Weight Loss sales contributing
32 per cent. of revenue, veterinary sales contributing 25 per cent.,
Women's Health sales contributing 20 per cent. and other product categories
contributing the remaining 23 per cent.
The Directors believe that entering into the Acquisitions and the formation of
the Enlarged Group is a critical step in fulfilling their objective of
creating the UK's leading regulated ePharmacy. The Enlarged Group will have
several key attributes, including:
· a diversified revenue base with strong growth;
· a leading B2B platform, with an established base of customers and
prescribing partners;
· B2C presence and capability through the Webmed and Hyperdrug
platforms;
· proprietary technology which can be leveraged across the Enlarged
Group to pursue growth across different product categories, such as the
veterinary medications market; and
· underlying profitability and cash generation*.
*Underlying profitability and cash generation refer to profit and cash
produced from core operations, excluding items such as amortisation.
Strategy and Growth Opportunities
The Directors believe that there are certain strategic initiatives which could
help drive revenue growth faster in the Enlarged Group in the short to medium
term.
These initiatives include, but are not limited to, the following:
· The hiring of a dedicated B2B sales team to operate across the
Enlarged Group. Business development and outbound sales activities at the
Targets have been relatively modest to date. The Company is currently
recruiting sales personnel, who will operate across the Enlarged Group with
the objective of driving prescriber growth and reducing churn among clinics
and patients.
· The opportunity to cross-sell products, including offering
complementary products to customers during the check-out process. There are
currently very few cross-selling initiatives at the Targets. The Directors
believe that cross-selling has the potential to grow volumes and average order
value across the Enlarged Group.
· The implementation of deep data analytics to better understand the
drivers for churn and improve retention within the businesses and product
categories. Analytics are expected to inform strategy around extended working
hours, later carrier collections, additional patient support channels or
agentic AI tools to improve customer service.
· The development of a consumer-facing brand to encompass the entire
product range and patient acquisition business model. The Directors will seek
to establish a 'household' brand name, improving trust, reducing churn and
reducing customer acquisition costs.
· The use of digital marketing to further professionalise and
digitise marketing across the Enlarged Group.
· The optimisation of service levels across the business, with the
objective of differentiating from competition by delivering a 'best-in-class'
service. This approach follows the strategy employed by the CEO and COO during
their time at Vision Direct, creating service driven retention improvements.
To support and accelerate growth, the Directors intend to take certain
structural and logistical actions in order to create a scalable platform. This
platform will be designed to deliver faster organic growth at higher margin
and to put the infrastructure in place to support rapid inorganic growth. The
platform will be built on certain key pillars, which are as follows:
· The integration of the Targets into a single operating entity,
allowing for the Enlarged Group to be operated and monitored as one business.
· The establishment of a central warehouse facility, to reduce
warehousing and logistical costs, rationalise and simplify processes, improve
carrier terms and significantly enhance service and delivery times.
· The implementation of a central enterprise resource planning
("ERP") system across the Enlarged Group to bring all key processes onto a
single managed platform. The introduction of an ERP will follow a phased
approach, ensuring efficient implementation whilst avoiding disruption to the
underlying businesses. The Company is currently working with an ERP provider
to scope out the requirements of the system and the applicability of the ERP
provider's platform for the needs of the Enlarged Group and has appointed an
ERP Director to manage and oversee the integration.
· The unification of brands under a single name and brand message,
operating from a single consumer-facing web platform. The establishment of a
single brand is anticipated to create logistical simplicity and to improve
brand recognition for the Enlarged Group.
Following the Acquisition Completions, the Directors will oversee a structured
integration of the Targets to ensure continued operations with little
disruption. The Directors have agreed financial reporting lines and processes
with key management personnel of the Targets ahead of Completion, to ensure
that financial information across the Enlarged Group is reported in a timely
and accurate manner.
The Company's strategy remains to create the UK's leading regulated ePharmacy,
focused on private prescriptions, and the Directors believe that the
Acquisitions will create a market presence and a platform for growth,
establishing the core foundations for this strategy.
The Market
An ePharmacy is a digital platform that allows customers to fulfil
prescriptions as well as buy over-the-counter medicines and other healthcare
products through a website or mobile application. These platforms typically
offer online prescription transmission and fulfilment, home delivery of
medicines, virtual consultations with doctors, automated reminders and
subscription-based refills for repeat prescriptions.
The UK has a mature regulatory environment and is one of the most advanced
globally in enabling digital prescriptions. Over the past ten years, numerous
ePharmacies have emerged, fulfilling both NHS and private prescriptions. The
market is experiencing rapid growth, driven by an expanding number of approved
treatments, increased convenience, discretion, accessibility and speed of
treatment against the backdrop of the decline of public healthcare services,
including longer waiting times, reduced GP accessibility and treatment
rationing. The UK digital pharmacy market was worth US$2.7 billion in 2024 and
is forecast to increase to US$4.2 billion by 2029(1), making it one of the
fastest growing digital pharmacy markets globally. The digital pharmacy market
in the UK also has one of the highest patient penetration rates, measured at
32.8 per cent. in 2024, and forecast to increase to 60.4 per cent. by 2028(2).
The UK's ePharmacy market is also highly fragmented, with over 400 online
pharmacies in the UK, which the Directors believe creates a clear
consolidation opportunity.
1. Revenue in the online pharmacy segment of the digital health market UK
2017-2029, L. Yltävä, 10 July 2025.
https://www.statista.com/forecasts/1484426/uk-online-pharmacy-market-revenue
(https://www.statista.com/forecasts/1484426/uk-online-pharmacy-market-revenue)
2. Online pharmacy user share in the UK 2020-2028, Matej Mikulic, 24 June 2025
https://www.statista.com/statistics/1450415/online-pharmacy-user-percentage-uk/
(https://www.statista.com/statistics/1450415/online-pharmacy-user-percentage-uk/)
Growth in Private Prescriptions
The private prescriptions segment of the market is characterised by rapid
growth and comparatively high margins. The growth in this segment is driven by
strong and sustainable tailwinds, as described below.
Increasing NHS pressures and GP waiting times
NHS budgets are tightening and waiting times for non-urgent treatments are
growing. As a result, many patients are now paying privately for quicker
access to healthcare and turning to private prescriptions to access
medications that are rationed or not covered at all by the NHS.
Increasing demand for convenience and discretion
Consumers increasingly value the convenience of ordering medications anytime,
deliveries directly to their home, and the convenience and ease of automatic
prescription refills.
Surge in telemedicine and ePharmacy integration
The COVID-19 pandemic significantly increased the adoption of online
consultations, which has persisted. Many private insurers now provide private
online GP consultations, and many telemedicine providers are integrated into
ePharmacies. The UK's telemedicine market was worth US$2.0 billion in 2023 and
is forecast to reach US$7.6 billion by 2030(3) (20.5 per cent. CAGR).
Increasing consumer trust in online healthcare
Regulatory bodies such as the GPhC, MHRA and CQC increase consumer confidence
in the safety and legitimacy of ePharmacies. GDPR compliance also assists with
the security of personal and medical data. As of April 2024, approximately 70
per cent. of UK internet users reported using mobile apps or websites to
access or book healthcare services(4). High smartphone adoption and
advancements in digital healthcare technologies allow easy ordering,
prescription tracking, and medication reminders.
Growth of specialist medicines available
There is an increasing number of specialist, regulated treatments becoming
available to consumers and many of these treatments have experienced growing
popularity and prevalence in recent years. Areas of prescription medicine
which have experienced strong growth, or are forecast to experience strong
growth include, but are not limited to, weight loss, hair loss, HRT, TRT,
ADHD, erectile dysfunction and contraception.
Solving accessibility issues
ePharmacies are transforming healthcare access for rural communities,
addressing long-standing challenges such as limited access to physical
pharmacies, fewer healthcare providers, and long travel distances.
3. GrandView Research,
UK Telemedicine Market
Size & Outlook, 2023-2030.
https://www.grandviewresearch.com/horizon/outlook/telehealth-market/uk
(https://www.grandviewresearch.com/horizon/outlook/telehealth-market/uk)
4. UK: online audience using internet to access healthcare services 2024, by
age, Laura Ceci, Jan 7, 2025, Statista.
https://www.statista.com/statistics/1549608/uk-internet-users-accessing-healthcare-online/
(https://www.statista.com/statistics/1549608/uk-internet-users-accessing-healthcare-online/)
Product Categories
The Directors believe that there is considerable growth potential across many
of the product categories sold by the Enlarged Group. These include, but are
not limited to, the categories below.
HRT Treatments
Sales of HRT medication in the UK have expanded considerably in recent years,
reflecting both rising demand and increased access through private healthcare
channels. Market research indicates that the UK HRT market generated revenues
of approximately US$930 million in 2022 and is forecast to grow to around
US$1.64 billion by 2030, implying a compound annual growth rate of c.7.4 per
cent. over the period.
This growth has been driven in part by greater public awareness of menopausal
symptoms and available treatments, alongside structural pressures within the
NHS that have encouraged patients to seek private consultations and
prescriptions.
The structural drivers of this growth are expected to remain in place going
forward, with an ageing population, increasing awareness of menopausal
symptoms and increasing trust in HRT medication, which have increased both
diagnosis and treatment rates.
GLP-1 Weight-Loss Treatments
One significant driver of growth in the UK ePharmacy market has been the rapid
increase in use of GLP-1 weight-loss medications in recent years. GLP-1
receptor agonists, such as semaglutides (e.g. Wegovy®) and tirzepatides (e.g.
Mounjaro®), are metabolic therapies that mimic the action of the endogenous
GLP-1 hormone, reducing appetite and slowing digestion to support clinically
significant weight reduction.
The MHRA authorised Wegovy®and Mounjaro®for weight loss in the UK in 2023.
Since approval, usage of these medicines has grown rapidly, driven
predominantly by private prescriptions across digital health and specialist
weight-loss providers.
In the UK, the number of people using GLP-1 medications for weight-loss has
grown to approximately
1.5 million to 2.5 million users in just 3 years. Going forward, the UK market
is forecast to grow at a CAGR of approximately 17.7 per cent. between
2025-2030(5), supported by increasing prescriber adoption, broader clinical
use cases and expected improvements in supply availability.
Eli Lilly, the manufacturer of Mounjaro®, raised prices by up to 170 per
cent. in the UK in September 2025. The full effect of this price change on the
overall demand for Mounjaro®in the UK remains to be seen. However, following
a pre-rise volume increase ahead of the price change and a subsequent drop in
the months following, subsequent CloudRx management accounts show revenue from
sales of Mounjaro®returning to strong growth in December 2025 and January
2026.
GLP-1 weight-management therapies are available in the UK through the NHS for
eligible patients. However, due to concerns raised by NHS England including
cost (Mounjaro®is estimated to cost the NHS approximately £125 per patient
per month), and availability of services, a phased roll-out is being
undertaken. In December 2024, the National Institute for Health and Care
Excellence ("NICE") published recommendations that NHS England identify a
priority cohort of 220,000 patients for use of tirzepatide (i.e. Mounjaro®),
which represents approximately 0.3 per cent. of the UK population. The
guidance recommended that an eligible population of approximately 3.4 million
should have access to tirzepatide by 2037, which represents approximately 5
per cent. of the UK population.
These targets remain modest relative to underlying need, with approximately 30
per cent. of adults in the UK classified as obese and a further 36 per cent.
classified as overweight.
The Directors believe several structural growth drivers underpin the expected
market growth of GLP1 weight-loss medications in the UK, including the
underlying efficacy of GLP-1 treatments for weight-loss, increased social
validation of GLP-1 treatments as adoption increases, continued high-levels of
obesity in the UK, further competition increasing supply and driving further
adoption, and the introduction of oral GLP-1 formulations in the future.
Underlying market growth and limitations on access through the NHS are
therefore expected to continue to channel significant demand for GLP-1
weight-loss treatments into the private prescription market.
ADHD Treatments
Sales of ADHD medication in the UK have increased substantially in recent
years, reflecting a marked rise in diagnosis and prescribing volumes. NHS
prescribing data shows that ADHD medication prescriptions in the UK increased
at approximately 18 per cent. a year between 2019 and 20246. This increase has
been observed across numerous regions of England and has been attributed to
greater clinical and public awareness of ADHD, including among adults,
alongside expanding use of medications, where alternative therapeutic options
are limited or unavailable.
The Directors believe that the growth in ADHD medication sales is likely to
continue. There are believed to be over 131,000 patients currently on the NHS
waiting list for ADHD diagnosis and a lack of availability of medicines in the
market. As NHS services struggle to keep pace with demand, there has been a
rapid growth in the private sector provision of ADHD services and medications,
a trend which the Directors expect to continue.
5. GrandView Research, UK Glp-1 Agonists Weight Loss Drugs Market Size &
Outlook, 2025-2030. UK GLP-1 Agonists Weight Loss Drugs Market Size &
Outlook, 2030
Regulatory Environment
The ePharmacy sector operates in an evolving regulatory environment, shaped by
factors including rapid growth, digitisation and increasing consumer adoption
of online healthcare services. The sector is primarily regulated by the GPhC,
the MHRA, the GMC, the CQC and the VMD. These regulatory bodies have
strengthened oversight in recent years to improve patient safety, medicine
quality and the integrity of digital services. Online pharmacies must comply
with strict standards relating to safe dispensing, data protection,
prescribing practices, licensed medicines supply and adherence to enhanced
safeguards for high risk medicines. These requirements continue to evolve,
reflecting both technological innovation and increased regulatory scrutiny.
The Company has considered the Targets' historical compliance with applicable
UK pharmacy and online prescribing regulations as part of its due diligence
processes. This work included reviewing GPhC registrations, MHRA and VMD
licensing compliance, prescribing and dispensing practices, clinical safety
protocols, and compliance with distance selling standards. Internal records
and disclosures evidencing regulatory adherence were examined, alongside
independent market and regulatory materials. This assessment was aimed at
obtaining comfort that the target businesses have operated in accordance with
the relevant UK regulatory framework and maintain the controls required of
regulated ePharmacy operators.
Going forward, the Enlarged Group maintains a robust compliance framework and
intends to proactively adapt to evolving regulation in the sector. The
Directors will consider investing in compliance systems that seek to embed
regulatory compliance into standard operating practices and to develop
enhanced prescribing and dispensing safeguards across all Group companies. The
Company will also consider the establishment of a Regulatory Advisory Board
composed of experienced pharmacy, clinical governance and regulatory
specialists to provide ongoing guidance and independent challenge. This
structured governance approach will support continuous compliance and help
ensure the Enlarged Group remains aligned with best practice standards, as the
UK ePharmacy regulatory environment continues to evolve.
Use of the Placing Proceeds
The net proceeds of the Non-VCT Placing, together with the existing cash in
the Group, will be used to:
· satisfy the initial cash consideration payable to the Sellers
pursuant to the Acquisitions;
· provide working capital for the Enlarged Group and support the
Enlarged Group's business plan; and
· provide available cash for further bolt-on acquisitions,
alongside existing Group cash reserves.
The net proceeds of the VCT Placing will be used to support the growth of the
trade of CloudRx. Immediately following completion of the Acquisitions upon
Readmission and the Placing, the Enlarged Group is expected to have total cash
reserves of approximately £7.6 million.
General meeting
The Acquisitions and the Placing are conditional upon, amongst other things,
Shareholder approval being obtained at a General Meeting.
The Notice of General Meeting, convening the General Meeting to be held at the
offices of Canaccord Genuity Limited, 88 Wood Street, 10th Floor, London EC2V
7QR at 10.00 a.m. on 17 March 2026 to consider the Resolutions, will be
included in the Admission Document, which will be posted to shareholders and
published on the Company's website in the coming days.
APPENDIX A
RISK FACTORS
An investment in the Ordinary Shares involves a high degree of risk.
Accordingly prospective investors should carefully consider the specific risk
factors set out below in addition to the other information contained in this
Announcement before investing in Ordinary Shares. The Board considers the
following risks and other factors to be the most significant for potential
investors in the Enlarged Group, but the risks listed do not necessarily
comprise all those associated with an investment in the Enlarged Group and are
not set out in any particular order of priority. Potential investors should
review this Announcement carefully and in its entirety. If any of the
following risks actually occur, the Enlarged Group's business, financial
condition, capital resources, results and/or future operations and prospects
could be materially adversely affected. In such a case, the market price of
the Ordinary Shares could decline and investors may lose all or part of their
investment. No assurance can be given that investors will realise a profit or
will avoid a loss on their investment.
Additional risks and uncertainties not currently known to the Board or which
the Board currently deem immaterial may also have an adverse effect on the
Enlarged Group's business and the information set out below does not purport
to be an exhaustive summary of the risks affecting the Enlarged Group. In
particular, the Enlarged Group's performance may be affected by changes in the
market and/or economic conditions and in legal, regulatory and tax
requirements. An investment in the Ordinary Shares described in this
Announcement is speculative. Potential investors are accordingly advised to
consult an independent professional adviser authorised for the purposes of
FSMA who specialises in advising on an investment of this kind before making
an investment decision. A prospective investor should consider carefully
whether an investment in the Enlarged Group is suitable in the light of their
personal circumstances and the financial resources available to them. If you
are in any doubt about the action you should take, you should consult your
independent professional adviser authorised under FSMA.
A. Risks relating to the Acquisitions
The Acquisitions may not be completed
The Acquisitions are conditional, amongst other things, on:
(i) the approval of the Resolutions by the requisite majority of votes
cast by Shareholders, with such approval to be sought at the General Meeting;
(ii) the Placing Agreement becoming unconditional in all respects, save
for any condition relating to Readmission; and
(iii) Readmission, including, in respect of the CloudRx Acquisition, the
Consideration Shares being admitted to trading on AIM.
There can be no guarantee that all of these conditions will be satisfied and
there is therefore no guarantee that the Acquisitions will complete. In
particular, there can be no assurances that Shareholder approval for the
Acquisitions will be forthcoming.
If the Acquisitions do not complete, the benefits expected to result from the
Acquisitions will not be achieved, the Placing will not complete, the Group's
reputation may be adversely impacted, and the Group's ability to deliver value
for Shareholders, or to implement its strategy, may be prejudiced.
Accordingly, the market price of the Ordinary Shares may be adversely
affected.
Further details of the terms of the Acquisition Agreements and the Placing
Agreement will be set out in the Admission Document.
The Group may fail to integrate the Targets successfully or within the expected time period, or may fail to realise the envisaged benefits from the Acquisitions
Integrating the businesses of CloudRx, Hyperdrug and Webmed is expected to be
a complex process. The Group cannot guarantee that the integration process
following the Acquisition Completions will be completed successfully or that
the integration process will achieve the anticipated benefits, either within
the timeframes stated by the Board or at all, which may have a material
adverse effect on the Group's business, financial condition, or operations.
Integration costs relating to the Acquisitions may be greater than anticipated
The Group will also incur integration costs to combine the businesses of the
Targets into the operations of the Group. The actual costs of the integration
process may exceed those which are currently estimated and there may be
additional and unforeseen expenses incurred in connection with the
Acquisitions. Although the Directors believe that the costs of integration
will be more than offset by the realisation of the benefits resulting from
the Acquisitions, this net benefit may not be achieved in the short-term or
at all. These factors could materially adversely affect the business,
financial condition, results of operations and prospects of the Group.
Costs are payable by the Group even if the Acquisitions fail to complete
The Group has expended significant funds in pursuing the Acquisitions. Costs
of approximately £4.3 million, which include legal, accounting, tax,
financial adviser, transaction fees, certain break fees and other costs, are
payable irrespective of whether the Acquisitions complete. The Group will
therefore incur significant abort costs if the Acquisitions fail to complete,
which would reduce the Group's available financial resources.
Unaudited historical financial information may contain errors
Certain historical financial information that will be included in the
Admission Document (including information on the Targets) is unaudited. Such
financial information may contain errors or omissions due to the absence of
an audit and may not be fully comparable to audited financial statements.
Whilst certain due diligence has been conducted to help verify the unaudited
historical financial information on the Targets, prospective investors should
not place undue reliance on the unaudited financial information in the
Admission Document and should carefully consider the risk that the actual
financial position and results could differ from the information presented.
Due diligence carried out on the Targets may not have revealed all relevant facts or uncovered significant liabilities
The objective of the due diligence conducted by the Group and its advisers on
each of the Targets (which are each privately held companies) is to identify
any material issues which might affect the Group's decision to enter the
Acquisition Agreements, the terms of the Acquisition Agreements, and ensure,
as far as possible, the sufficiency of warranties, covenants or indemnities
given by the Sellers to Vulcan Two within the relevant Acquisition Agreements.
In undertaking due diligence on the Acquisitions, the Group has utilised its
own resources and relied upon third parties to conduct aspects of the due
diligence process (and in respect of third parties, those third parties have
conducted their due diligence within an agreed scope of work and materiality
threshold). This due diligence process has relied on data provided by the
Targets and public information.
There can be no assurance that the due diligence conducted by the Group and
its advisers has revealed or highlighted all relevant facts and liabilities
that may be necessary or helpful to evaluate the Acquisitions, the terms of
the Acquisition Agreements, or the adequacy of the warranties, covenants or
indemnities given by the Sellers for all of the liabilities relating to the
operations and activities of the Targets, including, but not limited to, tax
liabilities.
Vulcan Two will not have full recourse against the Sellers in respect of all potential liabilities in connection with the Acquisitions, whether identified or unidentified
Under the terms of the Acquisition Agreements, the Sellers provide Vulcan Two
with warranties, covenants and indemnities in relation to the Targets.
However, these warranties, covenants and indemnities may not cover all
potential issues or liabilities associated with the Targets, whether
identified or unidentified, and such warranties, covenants and indemnities
are limited within the Acquisition Agreements, including in scope, duration
and/or amount. Vulcan Two may not have full recourse against, or otherwise
recover in full from, the Sellers in respect of all losses which it may suffer
in respect of a breach of those warranties and covenants, or in respect of the
subject matter of any of the indemnities.
In addition, the Group will be dependent on the ongoing solvency of the
relevant Sellers to the extent it seeks to recover amounts for claims brought
under such warranties, covenants and indemnities. To the extent the Group
suffers any losses and is unable to recover such losses from the Sellers it
could have a material adverse effect on the Group's business, results of
operation, and financial condition.
If the Acquisitions do not complete, a future acquisition by the Group is likely to be classified as a Reverse Takeover which may require Shareholder approval, may result in additional costs for that Reverse Takeover, and may result in the suspension of trading of the Company's Ordinary Shares
Each of the Acquisitions (individually and collectively) constitute a Reverse
Takeover under the AIM Rules for Companies and as such, each Acquisition
requires the approval of Shareholders which will be sought at the General
Meeting. If the Acquisitions do not complete, then the Company is expected to
remain an "investing company" under the AIM Rules for Companies. In such case,
it is expected that the next acquisition or acquisitions by the Group may also
constitute a Reverse Takeover requiring Shareholder approval (which may or may
not be obtained), which may result in additional expenditure in connection
with that Reverse Takeover.
In accordance with the AIM Rules for Companies, if the Group fails to make an
acquisition or has not substantially implemented its Investing Policy within
18 months of the Original Admission Date, the Group will require Shareholder
approval for its Investing Policy at each subsequent annual general meeting
until such time as the Group has completed an acquisition or the Investing
Policy has been substantially implemented. If no acquisition is made by the
Group, or the Investing Policy has not been substantially implemented, the
Directors may, at any subsequent annual general meeting, ask Shareholders to
consider whether to wind up the Group and return funds (after payment of the
expenses and liabilities of the Group) to Shareholders.
Shareholders should note that if an acquisition is considered to be a Reverse
Takeover and the Shareholders approve that acquisition, trading on AIM in the
Ordinary Shares will be cancelled and readmission to AIM or another listing
venue will be required to be sought in the same manner as any other applicant
applying for admission of its securities for the first time. At such time,
trading in the Ordinary Shares will normally be suspended following the
announcement of any such acquisition until the Group has published a
readmission document in respect of the Group (as enlarged by such
acquisition).
VCT investors should be aware of the possibility that only the VCT Placing Shares might be issued and that their investment in the VCT Placing Shares is not conditional on the Acquisitions, Readmission, or the issue of the Non-VCT Placing Shares or the Consideration Shares
VCT investors should be aware that an investment in the VCT Placing Shares
would complete prior to, and is not conditional on completion of the
Acquisitions, Readmission or the issue of the Non-VCT Placing Shares and
Consideration Shares. The working capital statement that will be set out in
the Admission Document assumes that all of the New Ordinary Shares are issued
and Readmission takes place. If all of the New Ordinary Shares are not issued,
the Acquisitions do not complete and Readmission does not take place, the
Company may not be able to implement its strategy and pursue growth
opportunities that will be described in the Admission Document.
Further details of the VCT Admission and Readmission will be set out in the
Admission Document.
B. Risks relating to the business and operations of the Enlarged Group
Potential loss of longstanding relationships with CloudRx's key partners following the Acquisition Completions
The Targets, and particularly CloudRx, have built up a number of longstanding
relationships with certain partners. Some of the contracts under which these
relationships operate contain clauses which allow the counterparty to
terminate without cause or on written notice during or at the expiry of the
respective term or renewal period. A large number of CloudRx's key partner
contracts have also surpassed the initial term of the contract and are rolling
on a year-by-year basis.
A key element of the Directors' strategy for CloudRx depends on developing and
maintaining long-term relationships with key partners such as clinics,
healthcare providers, and practice management systems, through which those key
partners refer their patients to CloudRx. The Enlarged Group is therefore
dependent on key partners (including Newson Health, Clinical Partners and
Lotus Health). There can be no guarantee that these relationships with key
partners will continue or that key partners will not scale back their
engagement with the Enlarged Group or cease to refer patients altogether.
Should any of these relationships cease, it could have a material adverse
effect on the financial position and prospects of the Enlarged Group.
Certain supplier contracts of the Targets also provide an opportunity for the
counterparty to terminate or renegotiate those agreements as a result of a
change of control, or a material change having occurred to the Target
(including due to the Acquisition Completions). Although the Enlarged Group
has no knowledge to suggest that any such key contracts will be terminated by
a counterparty, the Directors cannot guarantee that a counterparty will not do
so.
Following the Acquisition Completions, any loss of, or change in, a Target's
key relationships with its partners or suppliers (including a reduction in
supply, or the supply on less favourable terms, or, in the case of CloudRx, a
reduction in patient referrals from key partners) could have a material
adverse effect on the financial position and prospects of the Enlarged Group.
Any failure by the Enlarged Group to retain or recruit key employees and consultants could have an adverse impact on the Enlarged Group's ability to meet its strategic objectives, including integration of the Targets
The future growth and success of the Enlarged Group is highly dependent on a
limited number of people and the Enlarged Group's ability to recruit in the
future.
The Directors believe that the ongoing service of Michael Kraftman and Brendan
O'Brien, until such time when suitable replacements may be recruited, trained
and integrated into the business, is critical to the prospects of the Enlarged
Group. While Michael Kraftman and Brendan O'Brien have each entered into
service agreements with the Company, which include a non-compete provision to
minimise the risk of them setting up a competitive business, there is no
ability to bind them in to work for the Enlarged Group. Therefore, the
Enlarged Group will not be able to use their knowledge, resources, experience
and skills, should they leave the Enlarged Group which could have a material
adverse effect on the business, financial condition, results of operations
and prospects of the Enlarged Group.
Keith Butcher, the Chief Financial Officer of the Enlarged Group, is employed
on a six-month contract which is due to expire on 21 July 2026. Under the
terms of the service agreement, Mr Butcher will receive a salary of £120,000
for the fixed term and a capital raising success bonus of £80,000 payable on
completion of a capital raising (as defined in the agreement, which will
include the Placing). The service agreement is terminable in various specified
circumstances and Mr Butcher's appointment may be extended by agreement
between the Company and Mr Butcher. Mr Butcher's service agreement contains
post-termination restrictions, including restrictions on the solicitation of
customers and employees of the Group for a period of 6 months after
termination. Mr Butcher will be appointed as a Director of the Company upon
Readmission. The service agreement is governed by English law.
Should the Enlarged Group fail to reach an agreement to extend Mr Butcher's
employment beyond this date, the Directors will need to recruit a replacement
Chief Financial Officer. Failure to recruit an appropriate candidate, or a
delay in the recruitment of an appropriate candidate, could have a negative
impact on the operations and prospects of the Enlarged Group, including the
process of integration following the Acquisition Completions.
Key individuals at the Targets, including the CloudRx Seller (Daniel Lee), who
is the current chief executive officer of CloudRx, are being retained by the
Enlarged Group following the Acquisition Completions through service
agreements and consultancy agreements. These key individuals may choose to
allocate their time and effort to their other business interests, and may fail
to perform their roles to the extent anticipated. This could have a material
adverse effect on the Company's operations, financial condition and future
prospects, including the integration process.
In addition, other employees at the Targets may not wish to remain in place
following the Acquisition Completions, including as part of the integration
process and may therefore resign. The loss of personnel could negatively
impact the operations, and ultimately the profitability, of the Enlarged
Group.
While the Directors will take reasonable steps to ensure that knowledge,
skills and expertise are shared by key employees with the Enlarged Group, so
as to avoid the Enlarged Group being unduly dependent on individuals, such
measures may prove not to be effective if there were adverse circumstances
beyond the Enlarged Group's control affecting key personnel or the wider pool
of employees.
Further details of the Executive Directors' and Keith Butcher's service
agreements will be set out in the Admission Document. Further details of the
CloudRx Seller's consultancy agreement will be set out in the Admission
Document. Further details of the consultancy and service agreements for
certain Hyperdrug Sellers and Webmed Sellers will be set out in the Admission
Document.
Employing and retaining suitably qualified pharmaceutical, and eCommerce and sales professionals may be more costly than expected or may not happen on a timely basis
The Enlarged Group's business and the integration of the Targets following the
Acquisition Completions may depend on successfully hiring and retaining highly
qualified and skilled employees and consultants such as superintendent
pharmacists, qualified pharmacy professionals, locum pharmacists, telehealth
personnel, computer programmers, software engineers, data technicians and
specialist sales personnel. Experienced employees in the pharmaceutical and
ecommerce industries are in high demand and competition for the recruitment of
employees in the UK can be intense.
If the Enlarged Group relocates all or part of the operations of any Target to
a different location or seeks to consolidate operations into other Enlarged
Group facilities, some employees of the Targets may be unwilling to relocate
to work at these facilities, or may not wish to remain in their existing
roles. Accordingly, a change of location may result in a loss of expertise or
have an adverse impact on the integration of the Targets, and require
increased recruitment and training costs for new employees.
If the Enlarged Group's business is unable to retain or attract high-quality,
skilled employees who are experienced in the pharmaceutical and ecommerce
industries, replace the loss of any key personnel, is required to materially
increase the amount the Enlarged Group offers in remuneration to secure the
employment of key personnel, or is unable to find adequate third parties to
perform these services on reasonable terms and on a timely basis, its
operating and financial performance could be adversely affected.
Customer acquisition costs may increase, particularly for the Enlarged Group's B2C channel and GLP-1 weight-loss treatments
The Enlarged Group's strategy is dependent on generating meaningful customer
acquisitions and sales from marketing activities, including for sales through
its B2C channel and for sales of GLP-1 weight-loss treatments. If the price of
marketing the Enlarged Group's products increases, or, for instance, if the
GLP-1 weight-loss market becomes more competitive, the Enlarged Group may be
required to increase its marketing spend on search engines, social media
platforms or other forms of advertisement or to allocate a larger portion of
its marketing spend to these areas of its business. If the Enlarged Group is
unable to generate meaningful customer acquisitions and sales from its
investment in marketing activities, the Enlarged Group's revenues, margins and
growth could be adversely affected.
A failure by the Enlarged Group to protect its intellectual property rights could adversely affect its business
The Enlarged Group relies on a combination of trademarks, service marks,
domain name registrations, common law rights and statutory copyright
protection to protect its intellectual property. The Enlarged Group will
endeavour to maintain the protections it currently has in place with respect
to intellectual property and access to proprietary information, including
entering into agreements with its new employees, consultants and contractors
and parties with whom it does business in order to protect its intellectual
property and limit access to and disclosure of its proprietary information.
However, the Enlarged Group cannot be certain that the steps it has taken will
protect its technology or intellectual property either from third party
challenges, from unauthorised use or the reverse engineering of its
technology.
A failure to protect the Enlarged Group's intellectual property rights could
have a material adverse effect on the Company's business, financial condition
and operational results. Similarly, an infringement by the Company of any
existing intellectual property rights or trademarks or the inability to secure
trademark protection could also lead to litigation and/or materially adversely
affect the company's business, financial condition and operational results.
The Enlarged Group depends on certain technology and software that it does not own
Certain technology that is used by the Enlarged Group uses software and/or
intellectual property that is ultimately owned by third parties and is either
used by the Enlarged Group pursuant to the terms of a licence or has been
created by a third party for the Group but may not have been validly assigned
to the Group. To the extent that the Enlarged Group changes the manner in
which it uses intellectual property under licence, there is a risk that such
modified use constitutes a breach of the relevant licence terms. In those
circumstances, the owner of the third party intellectual property could
restrict or prevent the use of the intellectual property, or seek to bring
infringement proceedings against the Enlarged Group.
If third parties change, restrict or withdraw access to or dispute the
Enlarged Group's use of such software or intellectual property, alter licence
terms, or if there are defects in the assignment or transfer of software
developed for the Group, the Enlarged Group may incur additional costs, suffer
service disruption, or become subject to litigation which could adversely
affect its operations.
Further details of the material intellectual property rights of the Targets,
including the CloudRx licence referred to above will be set out in the
Admission Document.
The implementation of new financial controls and internal reporting procedures could harm the Enlarged Group's ability to produce timely and accurate financial information
The Enlarged Group will implement various new processes and controls to allow
it to produce accurate and timely financial statements and to monitor and
manage risks relating to financial reporting. If any of these processes or
controls were to fail, or if the implementation of these processes and
controls took longer than envisaged, the Enlarged Group may be unable to
produce financial information accurately or on a timely basis. Any concerns
that investors may have in respect of the potential lack of available and
current financial information and the controls the Enlarged Group has in
place could adversely affect the Enlarged Group's share price.
Reliance on information technology systems and controls, including systems relating to patients and dispensing activities
The operation of the Enlarged Group's business is reliant on information
technology systems, including systems relating to patient records, inventory
control, and product dispensing. These systems are vulnerable to damage,
breakdown or interruption from human error or events beyond the Enlarged
Group's control, such as natural disaster, power outages or telecommunications
or data network failures. Modifications or upgrades to these systems could
also result in interruption to the Enlarged Group's business. The occurrence
of any such damage, breakdown or interruption could adversely affect the
Enlarged Group's business, financial condition, results or future operations.
Following the Acquisitions, the Directors will implement certain new processes
and procedures to ensure the efficient and effective management of the
Enlarged Group. The Directors are also intending to implement an Enterprise
Resource Planning system ("ERP") across the Enlarged Group, as part of the
Enlarged Group's broader integration plan, including to assist with dispensing
and fulfilment activities. A delay to the implementation of the ERP, or
changes to existing processes and operations of the Targets while the ERP is
being implemented could create process inefficiencies and disruption, and
could have a negative impact on relationships with key partners and patients
or the ability to fulfil prescription orders in a timely manner. Any such
outcome could have a negative impact on the financial condition and the
prospects of the Enlarged Group.
The Enlarged Group will handle confidential data, including patient data, and may face risks relating to cyber attacks and data security
The Enlarged Group will handle confidential data relating to patients,
prescriptions and medicines, and other sensitive information which is subject
to heightened regulation. The Enlarged Group and its pharmacy platforms will
be at risk from cyber attacks. Cyber attacks can result from deliberate
attacks or unintentional events and may include (but are not limited to)
criminal activity, denial of service attacks, computer viruses, power outages,
natural disasters, accidents, or equipment failure. Malicious third parties
may also seek to gain unauthorised access to the Enlarged Group's software for
the purpose of misappropriating intellectual property or sensitive information
(such as patient data). These cyber attacks could cause operational disruption
which delays or prevents the fulfilment of prescriptions or delivery of
medicines to patients.
Processes and controls have been implemented which aim to mitigate these risks
and protect patient data and the continuity of its services. However, these
measures do not guarantee that the Enlarged Group will not be adversely
affected by a cyber attack. If the Enlarged Group suffers a cyber attack, this
could expose the Enlarged Group to potential financial, regulatory (including
under UK data protection laws) and reputational harm. The Enlarged Group may
also incur significant costs to repair any damage caused to the Enlarged
Group's information technology systems and handling complaints relating to the
loss of patient data.
The Enlarged Group is likely to require additional capital to support its acquisition strategy and such capital might not be available on acceptable terms or on a timely basis
The Enlarged Group is likely to require additional funding to support its
future growth, including to fund its acquisition strategy to acquire
complementary businesses beyond the Acquisitions, penetrate new markets or
invest in long-term assets, such as warehouse facilities.
The Enlarged Group may seek financing via equity fundraising or debt
financing to raise capital for its future acquisitions, expansion into new
sectors or markets, or its working capital. Such equity or debt capital may
not be available to the Enlarged Group at the time the capital is required, on
terms acceptable to the Enlarged Group, or available at all. A delay or
failure to obtain equity or debt financing on a timely basis, or on
acceptable terms, could constrain the Enlarged Group's ability to execute its
strategy and may adversely affect its growth prospects.
If the Enlarged Group obtains debt financing, the debt may be secured over
material assets, including shares of material subsidiaries such as Vulcan Two,
and may contain financial and operational covenants. A breach of such
covenants could trigger obligations to repay borrowings in whole or in part,
potentially necessitating asset sales within a limited timeframe. This is more
likely in circumstances where there has been a downturn in values in the
ePharmacy sector or if the Enlarged Group has not generated sufficient cash
flows to meet repayment requirements. If this occurs, this may have a
material adverse effect on the Enlarged Group's financial condition.
The Company has a lack of trading history on which to base an investment
The Company was incorporated on 6 August 2025 and has since such time been an
"investing company" under the AIM Rules for Companies. The Company has carried
on minimal trading activities to date and so does not itself have a track
record or operating history. Accordingly, as at the date of this Announcement,
the Company has no meaningful operational or financial data upon which
prospective investors may base an evaluation of the Company, its strategy or
its prospects. The past performance of companies managed by the Directors is
not necessarily a guide to the financial prospects of the Company. The value
of any investment in the Company is, therefore, wholly dependent upon the
successful implementation of the Company's longer-term business strategy,
including the completion of the Acquisitions and, thereafter, the integration
of the Acquisitions, and expansion of the Enlarged Group through the
acquisition of further businesses.
Risk of adverse impact on sales from potential rebranding
As part of its strategy to develop a unified consumer-facing brand, the
Enlarged Group may undertake a rebranding exercise. Any change to trading
names, domain names, or CloudRx, Webmed or Hyperdrug's branding or logos may
reduce existing brand recognition and customer loyalty and result in customer
confusion. There is also a risk that the new consumer-facing brand does not
achieve the intended market positioning with customers, requiring higher
marketing spend to rebuild brand awareness. These factors could reduce
customer conversion and sales, which could have an adverse effect on the
Enlarged Group's business and prospects.
Litigation, disputes and other adversarial actions in the ordinary course of business could materially adversely affect the Enlarged Group
Although the Enlarged Group is not currently party to (either as a claimant or
as a defendant) any litigation, it may become involved in litigation or
disputes from time to time, such as the dispute referred to below relating to
the CC Agreement. In addition, the Enlarged Group may be subject to other
claims and complaints, including adversarial actions, by key partners,
patients, customers, employees, suppliers, regulators and others in the
ordinary course of business. Significant claims or a substantial number of
small claims may be expensive to defend, may divert the time and focus of the
Directors and senior management away from the Enlarged Group's operations and
may result in the Enlarged Group having to pay monetary damages, any of which
could have a material adverse effect on the Enlarged Group's financial
condition, business, prospects and results of operations.
On 28 February 2025, Vulcan Two Ltd entered into an engagement letter with
Chrystal Capital Partners LLP ("CC") in relation to the introduction of
potential investors in Vulcan Two ("CC Agreement"). The CC Agreement
terminated on 28 August 2025. The terms of the CC Agreement, which is governed
by English law, provided for a retainer fee of £10,000 per calendar month and
a percentage commission if funds are raised by the Company from certain
investors, each payable in certain circumstances (amongst other things, a
commission fee may be payable to CC in the event that certain investors
introduced by CC to the Group before termination of the CC Agreement invest in
the Group (including a debt or equity investment) within a period of 24 months
following such termination date, being 28 August 2027).
Between August and December 2025, the Company received correspondence from CC
and CC's legal representatives asserting that commission fees may be payable
to CC in relation to the IPO and associated placing. The Company has obtained
legal advice in relation to its obligations to CC under the CC Agreement. The
Company considers that no commission fees: (1) are payable to CC in connection
with the IPO and the associated placing and the Placing; and (2) would be
payable to CC in respect of future fundraises (including the Placing, if the
Placing completes) unless investors in those fundraises had been introduced by
CC to the Group before 28 August 2025. In relation to the CC Agreement, the
Company received a draft particulars of claim in December 2025, which has been
responded to and since such time, the Company has received no further
correspondence from CC.
While the Enlarged Group has taken, and intends to continue to take, such
precautions as it regards appropriate to avoid or minimise the likelihood of
any litigation, disputes or claims, the Directors cannot preclude the
possibility of litigation being brought against the Enlarged Group. In
addition, adverse publicity or substantial litigation against the Enlarged
Group could negatively impact its reputation, even if the Enlarged Group is
not found liable, which could have a material adverse effect on the Enlarged
Group's business and financial condition.
The Enlarged Group is subject to operational risks in the ordinary course of business which may not be adequately insured
The Targets maintain insurance policies, including professional indemnity,
public liability and employers' liability policies. These policies are
intended to address operational risks faced by the Targets in the ordinary
course of business, such as patients receiving incorrect medication, patients
experiencing unexpected adverse reactions from medication, or injuries to
employees from the use of heavy machinery at the Targets' premises. There can
be no guarantee that the Enlarged Group has insurance cover that is adequate
to meet its risks. In addition, certain risks may be, or may become, either
uninsurable or not economically insurable or may not be currently or in the
future covered by the Enlarged Group's insurance policies. In addition, even
if a loss is incurred, the Enlarged Group may be required to pay a
significant excess on any claim to the insurer before the insurer is
obligated to reimburse the Enlarged Group for the loss, or the amount of the
loss may exceed the Enlarged Group's coverage for the loss. Any of the
foregoing could have a material adverse effect on the Enlarged Group's
business and financial condition.
C. Risks relating to the industry in which the Enlarged Group operates
The Enlarged Group may be subject to adverse changes in consumer habits or consumer sentiment and key markets may not grow at the same pace as they have historically grown or as fast as current forecasts indicate
The Enlarged Group's strategy is built on the projected growth of its key
markets. However, historical trends may not be indicative of future trends and
forecast or estimated growth rates may not be accurate, in whole or part, or
ever materialise. Consumer sentiment towards certain product categories, such
as weight management and weight-loss treatments, lifestyle and wellness
related products, or changes in trends such as levels of pet ownership in
relation to Hyperdrug's products and services, is subject to rapid change and
can be influenced by matters such as evolving social attitudes, media
coverage, perceived health risks, and/or the availability of alternative
treatments. A shift in consumer preferences away from the Enlarged Group's
products, whether due to changes in consumer habits, lifestyle trends, changes
in demographic markets, negative publicity or emerging alternative treatments,
could lead to a material reduction in the Enlarged Group's sales, as well as
obsolete inventory, both of which could result in a material adverse impact on
the Enlarged Group's operations and financial performance.
There may be a decrease in consumer demand for GLP-1 weight-loss treatments and changes in regulation which adversely impact the use of GLP-1 for weight-loss treatments
There is a risk that consumer demand for GLP-1 weight-loss treatments may
decrease due to a variety of factors beyond the Enlarged Group's control.
Usage of GLP-1 treatments for weight-loss has increased rapidly in recent
years, making it difficult to accurately forecast the trajectory of the
market in the future. Shifts in consumer preferences, the emergence of new or
alternative treatments, or evolving attitudes among healthcare providers and
patients could reduce the uptake of GLP-1 weight-loss treatments.
Whilst GLP-1 products are considered clinically safe and have been used to
treat other medical conditions for a number of years, there is a risk that the
long-term side effects from using these products for weight loss are not yet
fully understood. Accordingly, there is a risk that regulatory or reputational
changes could adversely affect the market for GLP-1 weight-loss treatments.
Regulatory authorities may introduce new guidelines, restrictions, or safety
warnings that limit the availability of GLP-1 treatments for weight-loss
applications. There can be no assurance that the Enlarged Group will be able
to anticipate or mitigate the effects of such regulatory or reputational
changes, which could have a significant adverse effect on its business,
financial condition, and results of operations.
Price increases from manufacturers and supply chain disruptions for GLP-1 treatments could have a negative impact on the Enlarged Group
At present, the GLP-1 weight-loss market is dominated by a small number of
manufacturers that control pricing and product supply. As a result, the price
at which these products are available to consumers can be subject to price
increases by individual manufacturers or supply chain disruptions, which are
outside the control of the Enlarged Group. If the Enlarged Group cannot
effectively pass price increases through to consumers, its margins may reduce.
Similarly, if the Enlarged Group increases its pricing to reflect its higher
costs, sales volumes may decline. These adverse price increases and supply
chain disruptions could reduce consumer demand for GLP-1 treatments and could
impact the Enlarged Group's sales and profit margin.
The Enlarged Group will be required to comply with stringent laws and regulations which are specific to the healthcare and pharmaceutical industry, including those relating to the sale of pharmaceutical products
The industry in which the members of the Enlarged Group operates is governed
by various laws and regulations. In the UK, the ePharmacy sector is primarily
governed by the GPhC, the MHRA, the GMC, the CQC and VMD. The Enlarged Group
must adhere to laws governing remote healthcare and healthcare delivery
(including in relation to the sale and marketing of pharmaceutical products,
safe dispensing practices, advertising, data protection, and licensing). Such
laws and regulations are subject to change and interpretation. There is a risk
that the Enlarged Group fails to comply with such requirements and as a
result, may be exposed to regulatory action such as the loss of regulatory
approvals and fines.
Certain regulatory approvals may be required for the Enlarged Group to secure
new contracts or operate in sectors or markets in which the Enlarged Group
seeks to expand. The process of obtaining such regulatory approvals may be
costly, time-consuming and divert the time and focus of senior management
which could prevent the Enlarged Group from its operations. This could have a
material adverse impact on the Enlarged Group's business, financial
performance and operations. Failure to comply with regulatory approvals or
regulation could lead to complaints to regulators, litigation and compensation
claims from patients. Such action, as well as safety incidents or bad patient
outcomes, could result in significant negative publicity. This may adversely
impact the Enlarged Group's reputation and financial performance.
There is also a risk that new laws or regulations are introduced that
materially impact the sale of certain products in the Enlarged Group's
markets. For example, products representing a significant proportion of the
Enlarged Group's revenue (such as GLP-1 weight-loss treatments, as referred to
above) could be restricted as to which patients it is legal to sell them to,
or which channels it is legal to supply them through, or could be completely
banned. Any such new laws or regulations could therefore adversely impact the
Enlarged Group's financial performance.
The Enlarged Group's compliance with laws and regulations relating to the ePharmacy market may be more costly or require more resources than expected
The Enlarged Group is likely to incur costs related to the requirement to
adhere to strict regulations overseen by the GPhC, the MHRA, the GMC, the CQC
and VMD. These include but are not limited to the costs of regulatory
approvals and implementation and/or maintenance of systems to meet required
regulatory standards. Additional costs may be incurred if the Enlarged Group
requires professional advice or a compliance audit to ensure it remains
compliant with changing regulations and its existing regulatory obligations.
If these costs or the time required by senior management to ensure compliance
with these regulations are greater than anticipated, or if the Enlarged Group
fails to comply with these regulations, such non-compliance could adversely
impact the Enlarged Group's reputation and financial performance.
The Enlarged Group will be required to ensure that clinically safe processes are in place for its handling of medicines
The Enlarged Group's dispensing and inventory handling activities must comply
with stringent clinical governance and safety standards (including those set
by the GPhC, the MHRA, the GMC, the CQC and VMD). These standards require
controls such as patient identity verification, prescription screening,
appropriate labelling processes, appropriate inventory storage and secure
delivery to the correct patient. Failure in these processes, such as supplying
incorrect medicine to a patient or dispensing expired or tampered products
could cause patient harm and result in regulatory investigations and
sanctions. The Enlarged Group may also be subject to product recalls,
reputational harm and a loss of trust from healthcare providers and patients.
While the Enlarged Group intends to maintain clinically safe processes and
undertake regular employee training, there can be no assurance that errors
will not occur, and any such incidents could materially adversely affect the
Enlarged Group's financial performance and reputation.
The Enlarged Group may face product liability risks leading to liability claims, reputational harm, and regulatory penalties
The Enlarged Group's business is dependent upon maintaining a strong
reputation amongst regulators, healthcare providers, and its customers. The
Enlarged Group may face product liability risks from customers or others
coming into contact with products sold by the Enlarged Group if it
inadvertently distributes counterfeit, expired or incorrect medications. If
the Enlarged Group cannot successfully defend itself against product liability
claims, the Enlarged Group could incur substantial liabilities. In addition to
presenting potential significant health risks to customers, product liability
claims may also result in decreased demand for the Enlarged Group's products,
related litigation which creates a distraction of management's attention from
the Enlarged Group's primary business, regulatory penalties or loss of
licences, which would materially adversely affect the Enlarged Group's
operations and financial performance.
The Enlarged Group may be susceptible to illegal trade in medicines
The pharmaceutical sector is exposed to illegal trade risks, including
counterfeiting, theft, prescription fraud and illegal diversion (that is, when
medicinal products are found in a market where they were not sent and where
they are not approved to be sold). Public loss of confidence in the integrity
of pharmaceutical products as a result of illegal trade, which is beyond the
Enlarged Group's control could materially adversely affect the Enlarged
Group's financial performance. In addition, undue or misplaced concern about
this issue may cause some patients to stop taking their medicines, with
consequential risks to their health. If the Enlarged Group is found liable for
breaches in its supply chains, authorities may take action, financial or
otherwise, that could adversely impact the distribution of its products and
have a detrimental impact on the Enlarged Group's reputation and ultimately
its financial performance.
The Enlarged Group will face competition risk from existing providers in the ePharmacy sector, as well as the threat of larger new entrants into the ePharmacy sector
The industry in which the Enlarged Group intends to operate is subject to
domestic and global competition. The Enlarged Group has a number of
competitors in this market, some of whom have been operating for longer and
have larger market shares than that of the Enlarged Group. The Enlarged Group
has no influence or control over the activities or actions of its
competitors, including existing ePharmacies, traditional pharmacy groups,
online private prescription providers and new entrants into those markets,
whose activities or actions may adversely impact the Enlarged Group's
operations and financial performance. Larger competitors may benefit from
stronger consumer brands, greater resources, more extensive product ranges,
preferential wholesaler terms and purchasing power, priority access to
constrained product supply (including GLP-1 weight-loss treatments) and better
standards of customer service.
The highly competitive nature of the ePharmacy market means that the Enlarged
Group needs to continually innovate its products and services, maintain high
standards of customer service and successfully market its offering. The
ePharmacy market is also characterised by high price transparency between
competitors, which can increase customer acquisition costs and compress
margins.
These factors may lead to downward pricing pressure and erosion of margins and
may adversely impact on the Enlarged Group's ability to retain existing
customers or partners as well as attract new customers or partners. This may
restrict the Enlarged Group's ability to offer competitively priced products
and grow its customer base. This failure to compete effectively could
negatively impact the Enlarged Group's revenue, profitability or cash flow.
Risk of key partners of CloudRx developing their own prescription fulfilment capabilities
CloudRx has a number of key prescribing partners that may seek to develop
their own prescription fulfilment capabilities rather than relying on the
capabilities of CloudRx. If these key partners develop such capabilities,
CloudRx and the Enlarged Group could experience a reduction in demand, loss of
key partner relationships (and therefore patient referrals), or increased
pricing pressure on its products or services as such partners have
alternatives available to them.
The Enlarged Group may also incur additional costs in attempting to retain
these key partners or to diversify its sources of patient referrals from such
key partners. There can be no assurance that the Enlarged Group will be able
to offset the loss of business from such partners, or to successfully
diversify its sources of patient referrals, and any resulting decline in sales
could have a material adverse effect on the Enlarged Group's business,
financial condition, and results of operations.
The Enlarged Group relies on third parties for the supply and transportation of its inventory and significant disruption to the supply chain may adversely impact the Enlarged Group's ability to fulfil orders
The Enlarged Group relies on certain key suppliers, wholesalers and
manufacturers for the timely supply of its inventory, without whom the
Enlarged Group would not be able to fulfil orders. Many of the products sold
by the Enlarged Group (including GLP-1 weight-loss treatments) are difficult
to substitute in a timely manner or at all. A variety of issues might disrupt
supply chains and result in product shortages. For example, political, legal
and economic instability in the countries in which foreign suppliers or
manufacturers are located, suppliers' failure to meet the Enlarged Group's
standards, issues with labour practices of its suppliers, the availability and
cost of ingredients to suppliers, transport availability and cost, and
inflation could interrupt the Enlarged Group's sourcing activities.
Any of these factors which cause service disruption and are beyond the
Enlarged Group's control, could have negative implications for the Enlarged
Group. The Enlarged Group cannot guarantee that services and products
delivered from third parties will remain of a high quality in the future and
be provided without interruption. In the event of a major disruption to the
timely supply of third party products and services, there may be a loss of
product sales and alternative suppliers may only be available at higher prices
or at the cost of some delay in supply which could negatively affect the
Enlarged Group's operations, financial results and performance.
Risk that medication manufacturers develop the capability to dispense and deliver prescriptions directly to patients
There is a risk that certain medication manufacturers may develop the
capability to dispense and deliver products directly to patients. Should the
Enlarged Group fail to incorporate its services into any such supply chain,
and should such prescription fulfilment processes become commonplace, for key
product lines or across the market more generally, the Enlarged Group may
suffer a significant reduction in patient volumes, which could have a
material adverse impact on the Enlarged Group's operations, financial results
and performance.
Failure to manage inventory levels: insufficient levels of inventory may lead to loss of sales or loss of customers, while excess inventory could lead to increased costs associated with disposal or the costs of writing off expired inventory
The Enlarged Group may be required to carefully manage inventory levels to
operate the business through online platforms successfully. Medicines and
other ePharmacy products may have limited shelf-life dates and so the Enlarged
Group will aim to avoid accumulation of excess inventory, while at the same
time minimising out-of-stock levels and maintaining in-stock levels across all
product categories. While the Directors intend to implement the ERP to assist
with inventory management, if the time taken by the Enlarged Group to obtain
new inventory or sell existing inventory is not anticipated correctly,
inventory levels will not be appropriate and this may result in a loss of
sales, a loss of customers who are unsatisfied with delivery times, or
increased costs of maintaining and managing inventory. Furthermore, the
Enlarged Group could incur additional costs for the disposal of expired
products or the costs of writing off expired inventory.
The Enlarged Group may be subject to international trade risks and the impact of tariffs from countries from which it sources products
At present, the Enlarged Group sources the majority of its products from UK
suppliers. However, it may source products from outside of the UK in the
future. Accordingly, the Enlarged Group may be subject to the risks pertaining
to international trade, particularly those risks including the imposition of
taxes or tariffs on imports, increasing trade tensions arising from
geopolitical conditions and changes to import restrictions. If these risks
were to affect the Enlarged Group's ability to source goods, or significantly
increase its costs of sourcing goods, the Enlarged Group's profit and overall
financial condition may be materially adversely affected.
D. Risks relating to the Ordinary Shares and their trading on AIM
The share price of the Ordinary Shares may be subject to market price volatility and the market price of the Ordinary Shares may decline disproportionately to developments that are unrelated to the Company's operating performance
Potential investors should be aware that the value of shares can go down as
well as up and that an investment in a share that is traded on AIM may be less
readily realisable and may carry a higher degree of risk than an investment in
a share listed on the Official List. The return that investors may realise
for their holding of Ordinary Shares, as and when they are able to do so, may
be influenced by many factors, some of which will be specific to the
Enlarged Group and others of which will be external and unrelated to the
Company's operating performance.
In recent years, financial markets have experienced significant price and
volume fluctuations that have often been unrelated to the operating
performance, underlying asset values or prospects of such companies. Any
recessionary economic environment, and the resulting increased levels of
volatility and related market turmoil, could have a material adverse effect on
the Company's future income, business, operations, financial condition, share
price and ability to pay a dividend or return capital to Shareholders.
Share liquidity could impact the ability of investors to sell Ordinary Shares at a time when they want, impacting the ability of investors to realise their investment in the Ordinary Shares
At present, the Company is a small AIM-traded company with low share trading
volume. Following Readmission, there may still be low liquidity in the market
for the Ordinary Shares and investors may, therefore, be unable to sell their
Ordinary Shares. It may be more difficult for an investor to realise his or
her investment in an AIM-traded company, such as the Company, than a company
whose securities are listed on the Official List. There can be no assurance
that an active trading market in the Ordinary Shares will develop, or if
developed, that it will be maintained. The AIM Rules for Companies are less
demanding as compared to the rules which apply to an entity admitted to the
Official List, and investing in shares on AIM may entail higher risks than
investing in shares admitted to the Official List.
AIM is a market for emerging or smaller, growing companies and may not provide
the liquidity normally associated with the Official List or other exchanges.
The future liquidity in the market for the Ordinary Shares cannot be
guaranteed. In particular, the market for the Ordinary Shares may be, or may
become, relatively illiquid and therefore the Ordinary Shares may be or may
become difficult to sell.
There is no guarantee that the Enlarged Group will maintain its quotation on AIM
The Enlarged Group cannot assure investors that the Enlarged Group will always
retain a quotation on AIM. If it fails to retain such a quotation, certain
investors may decide to sell their Ordinary Shares, which could have an
adverse impact on the price of the Ordinary Shares. Additionally, if in the
future the Enlarged Group decides to obtain a quotation on another exchange in
addition to AIM, the level of liquidity of the Ordinary Shares traded on AIM
could decline.
Dilution of Shareholders' interest as a result of additional equity fundraising (such as the Placing) and share consideration for acquisitions
The Enlarged Group's strategy involves acquiring complementary businesses
beyond the Acquisitions. Those further acquisitions may be funded by the issue
of further Ordinary Shares and/or cash which may be funded either by bank
debt, if available to the Enlarged Group, or further equity fundraising. It is
possible that the Enlarged Group may decide to issue, pursuant to a public
offer or otherwise, additional Ordinary Shares in the future at a price or
prices higher or lower than the Placing Price. If additional funds are raised
through the issuance of new equity or equity-linked securities (or there is a
public perception that such an issuance may occur), other than on a pro-rata
basis to existing shareholders of the Company at the relevant time, the
percentage ownership of existing shareholders of the Company will be reduced.
Shareholders may experience subsequent dilution as any new securities may also
have preferred rights, options and pre-emption rights that are senior to the
Ordinary Shares. The Enlarged Group may also issue Ordinary Shares as
consideration for acquisitions which would also dilute Shareholders'
respective shareholdings, resulting in lower voting rights, and less amounts
(such as dividends, if these are paid) for such diluted Shareholders.
Dilution of Shareholders as a result of the exercise of management incentive arrangements
Vulcan Two has implemented a Management Incentive Plan under which the
percentage ownership of a Shareholder could be diluted. The Management
Incentive Plan will be further described in the Admission Document.
If new Ordinary Shares are issued to participants in the Management Incentive
Plan, the percentage ownership of a Shareholder could be reduced resulting in
decreased financial returns and voting rights for diluted Shareholders.
It is anticipated that in due course the Company will establish a further
share incentive scheme for executive management, key employees or directors of
the Enlarged Group in due course (as will be summarised in the Admission
Document). Such a further share incentive scheme would likely provide for the
grant of options to acquire Ordinary Shares which, if exercised, would also
result in a Shareholder's returns being diluted, and the dilution of voting
rights and the percentage of the share capital of the Company held by
Shareholders.
Lock-in and orderly market arrangements expire one year from Readmission
The Company has entered into lock-in and orderly market arrangements with
certain Directors (the "Vulcan Locked-in Shareholders"). For the avoidance of
doubt, the Ordinary Shares held by Michael Kraftman's personal pension (the
Bonsai Founders Pension Scheme) are included within the total number of
Ordinary Shares subject to these lock-in and orderly market arrangements. The
CloudRx Seller has also entered into a lock-in and orderly market arrangement
with Canaccord Genuity and the Company, pursuant to the terms of the CloudRx
Seller Lock-in Agreement.
In aggregate, immediately following Readmission, 2,022,500 Ordinary Shares
will be subject to these lock-in and orderly market arrangements.
Each of the Locked-in Shareholders has agreed not to sell or dispose of any of
their Ordinary Shares (including the Consideration Shares, with respect to the
CloudRx Seller) for a 12 month period after Readmission, subject to certain
limited exceptions. Although the Company is not aware that a Locked-in
Shareholder has any present intention or arrangement to do so, a Locked-in
Shareholder may, following the expiry of the initial 12 month lock-in period,
sell some or all of their Ordinary Shares without restriction other than
pursuant to customary orderly market provisions. The market price of Ordinary
Shares could decline significantly as a result of any sale of Ordinary Shares
by a Locked-In Shareholder or on the perception
that such a sale could occur.
Further details of the lock-in and orderly market arrangements for the
Locked-in Shareholders will be set out in the Admission Document.
The Enlarged Group does not intend to pay dividends at the present moment and therefore investors may not see an immediate return on their investment
As will be set out in the Admission Document, the Enlarged Group does not
intend to pay a dividend at the present time as the Directors consider that it
is more prudent to deploy cash to fund the ongoing growth strategy of the
Enlarged Group.
The future dividend policy of the Enlarged Group and the declaration, payment
and amount of any future dividends are subject to the discretion of the
Directors, and are dependent upon, among other things, the Enlarged Group's
financial condition, cash requirements, future prospects, profits available
for distribution and other factors deemed to be relevant at the time and on
the continued health of the markets in which it operates. There can be no
guarantee that the Enlarged Group will pay dividends in the foreseeable
future.
Risks relating to VCT investors
The status of the VCT Placing Shares as a qualifying holding for VCT purposes
will be conditional on (amongst other things) the Company and the investor
both continuing to satisfy the relevant requirements, under VCT Legislation,
throughout, broadly, the period during which the VCTs hold the Ordinary
Shares. None of the Company, the Directors or the Company's advisers
represent, warrant or undertake that the Company or the VCT Placing Shares
will comply with the requirements of the VCT Legislation at or following the
Placing, that investors will be able to obtain VCT Relief in respect of their
VCT Placing Shares, or that in due course such VCT Relief will not be
withdrawn.
Circumstances may arise (which may include the sale of the Enlarged Group)
where the Directors believe that the interests of the Enlarged Group are not
best served by acting in a way that preserves VCT qualifying status, or
ensures that the Company and/or the VCT Placing Shares will continue to
satisfy the requirements of the VCT Legislation. In such circumstances, the
Enlarged Group and the Directors cannot undertake to conduct the activities of
the Enlarged Group in a manner designed to preserve any such relief or status.
Should the VCT Legislation change, then qualifying status for VCT purposes
previously obtained may be lost.
Any person seeking to obtain VCT Relief should consult their own professional
tax adviser in order that they may fully understand how the VCT Legislation
applies in their individual circumstances.
APPENDIX B
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING
THE ANNOUNCEMENT INCLUDING THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX
(THE TERMS AND CONDITIONS) IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THE TERMS AND CONDITIONS AND THE
INFORMATION CONTAINED IN THIS APPENDIX IS NOT INTENDED TO AND DOES NOT CONTAIN
OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE
FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR
JURISDICTION IN WHICH SUCH AN OFFER WOULD BE UNLAWFUL.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE
ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS DIRECTED ONLY AT (I) PERSONS IN
MEMBER STATES OF THE EEA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF
ARTICLE 2(E) OF THE EEA PROSPECTUS REGULATION; AND (II) PERSONS IN THE UNITED
KINGDOM WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF
SCHEDULE 1 OF UK POATR, WHO ARE ALSO PERSONS: (A) WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF
THE ORDER; (B) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.) OF THE ORDER; OR (C) TO WHOM IT
MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
BY ACCEPTING THE TERMS AND CONDITIONS, EACH PLACEE REPRESENTS AND AGREES THAT
IT COMPLIES WITH THE REQUIREMENTS SET OUT ABOVE. THIS APPENDIX AND THE TERMS
AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO DO NOT COMPLY
WITH THE REQUIREMENTS SET OUT ABOVE. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY
TO PERSONS WHO COMPLY WITH THE REQUIREMENTS SET OUT ABOVE. PERSONS INTO WHOSE
POSSESSION THE ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND CANACCORD
GENUITY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION
OF, OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR OR OTHERWISE
ACQUIRE, ANY SECURITIES IN THE COMPANY.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED
STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN RELIANCE ON,
REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IN THE
UNITED STATES WILL BE MADE.
THE ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF
IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE ANNOUNCEMENT
(INCLUDING THIS APPENDIX) DOES NOT CONSTITUTE AN OFFER INTO THE UNITED STATES.
The distribution of the Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law and therefore
persons into whose possession the Announcement comes should inform themselves
about and observe any such restriction. No action has been taken or will be
taken by the Company or Canaccord Genuity or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of the Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.
The Announcement is being distributed and communicated to persons in the UK
only in circumstances to which section 21(1) of FSMA does not apply.
Each Placee should consult with its own advisers as to legal, tax, business
and related aspects of an investment in Placing Shares. The price of shares
and the income from them (if any) may go down as well as up and investors may
not get back the full amount invested on disposal of shares. Past performance
is no guide to future performance. Placees are referred to the risk factors
set out in Appendix A of the Announcement for a description of risks
associated with an investment in the Placing Shares.
The Terms and Conditions apply to persons making an offer to subscribe for
Placing Shares. Each Placee will be deemed to have read and understood the
Announcement (including this Appendix) in its entirety and hereby agrees with
each of Canaccord Genuity and the Company to be bound by the Terms and
Conditions as being the terms and conditions upon which Placing Shares will be
issued and to be providing the representations, warranties, acknowledgements
and undertakings, contained in this Appendix. A Placee shall, without
limitation, become so bound if Canaccord Genuity confirms to such Placee its
allocation of Placing Shares.
Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to subscribe for the number of Placing Shares
allocated to it at the Placing Price and, to the fullest extent permitted by
law, will be deemed to have agreed not to exercise any rights to rescind or
terminate or otherwise withdraw from such commitment.
Capitalised terms used in this Appendix shall bear the same meaning as those
defined terms used in the Announcement, unless otherwise defined herein.
Introduction
Canaccord Genuity may require a Placee to agree to such further terms and/or
conditions and/or give such additional warranties and/or representations
and/or undertakings as it (in its absolute discretion) sees fit.
Details of the Placing Agreement and the Placing Shares
Canaccord Genuity has entered into the Placing Agreement with the Company and
the Directors under which Canaccord Genuity has, on the terms and subject to
the conditions set out therein, conditionally undertaken to use reasonable
endeavours to procure, as the Company's agent, subscribers for the Placing
Shares at the Placing Price.
The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares. The Placing
Shares will trade on AIM with ISIN GB00BTQLZH16.
The Placing Agreement is subject to customary conditions and termination
rights as detailed further below.
Applications for admission to trading on AIM of the Placing Shares
Applications will be made to the London Stock Exchange for admission of the
Placing Shares, the Consideration Shares and the Existing Share Capital to be
admitted to trading on AIM.
It is expected that settlement of the VCT Placing Shares and VCT Admission
will become effective at 8.00 a.m. on or around 18 March 2026 and that
dealings in the VCT Placing Shares will commence at that time. It is expected
that settlement of the Non-VCT Placing Shares and Readmission will become
effective at 8.00 a.m. on or around 19 March 2026 and that dealings in the
Non-VCT Placing Shares will commence at that time. In any event, the latest
time and date for Readmission is 8.00 a.m. on 2 April 2026 (the Long Stop
Date).
Canaccord Genuity will today commence the bookbuilding process in respect of
the Placing to determine demand for participation in the Placing by the
Placees. The book will open with immediate effect. This Appendix gives details
of the terms and conditions of, and the mechanics of participation in, the
Placing. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares.
Canaccord Genuity and the Company shall be entitled to effect the Placing by
such alternative method as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1. Canaccord Genuity (whether itself or any of its affiliates) is
arranging the Placing as placing agent for the Company. Canaccord Genuity is
acting exclusively for the Company and no one else in connection with the
Placing, VCT Admission and Redmission.
2. The single price payable in respect of the Placing Shares will be
the Placing Price, being 200 pence per Placing Share.
3. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate. Canaccord
Genuity and/or its affiliates may participate in the Placing as principals.
The Company acknowledges that, subject to Canaccord Genuity having consulted
with the Company with regard to the proposed Placees in accordance with its
allocation policy, Canaccord Genuity shall have absolute discretion as to the
allocation of the Placing Shares.
4. The Company and Canaccord Genuity reserve the right (i) to
scale back the number of Placing Shares to be subscribed for by any Placee in
the event of the Placing being over‑subscribed; and (ii) not to accept
offers for Placing Shares or to accept such offers in part rather than in
full. The Company reserves the right to reduce the amount to be raised
pursuant to the Placing, in agreement with Canaccord Genuity.
5. Each Placee's allocation of Placing Shares has been or will be
confirmed to Placees orally, or in writing (which can include email), by
Canaccord Genuity. Canaccord Genuity's oral or written confirmation will give
rise to an irrevocable, legally binding commitment by that person (who at that
point becomes a Placee), in favour of Canaccord Genuity and the Company, under
which it agrees to acquire by subscription the number of Placing Shares
allocated to it at the Placing Price and otherwise on the terms and subject to
the conditions set out in this Appendix and in accordance with the Articles.
Except with Canaccord Genuity's written consent (which can include email),
such commitment will not be capable of variation or revocation. The Terms and
Conditions will be deemed to be incorporated in that Contract Note or such
other confirmation and will be legally binding on the Placee on behalf of
which it is made and except with Canaccord Genuity's written consent (which
can include email) will not be capable of variation or revocation from the
time at which it is issued.
6. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Canaccord Genuity (as agent for the Company), to
pay to Canaccord Genuity or as Canaccord Genuity may direct in cleared funds
an amount equal to the product of the Placing Price and the number of Placing
Shares allocated to such Placee at the Placing Price on the Terms and
Conditions and in accordance with the Articles.
7. Each Placee's commitment will be made solely on the basis of
the information set out in the Announcement (including this Appendix). By
participating in the Placing, Placees will be deemed to have read and
understood the Terms and Conditions and the Announcement in its entirety and
to be participating and making an offer for the Placing Shares on the Terms
and Conditions.
8. Except as required by law or regulation, no press release or
announcement will be made by either of Canaccord Genuity or the Company using
the name of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made at the same
time, on the basis explained below under `Registration and Settlement'.
10. All obligations of Canaccord Genuity under the Placing will be
subject to fulfilment or (where applicable) waiver of, inter alia, the
conditions in the Placing Agreement and to the Placing not being terminated in
accordance with the terms of the Placing Agreement.
11. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
12. To the fullest extent permissible by law and the applicable rules
of the FCA, neither Canaccord Genuity nor the Company nor any of their
affiliates shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise whether or not a recipient of the
Terms and Conditions) in respect of the Placing. Each Placee acknowledges and
agrees that the Company is responsible for the allotment of the Placing Shares
to the Placees and Canaccord Genuity and its affiliates shall have no
liability to the Placees for the failure of the Company to fulfil those
obligations. In particular, neither Canaccord Genuity nor the Company nor any
of their respective affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of Canaccord
Genuity's conduct of the Placing.
13. Neither Canaccord Genuity, nor the Company nor any of their
respective affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision Canaccord Genuity may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of
Canaccord Genuity. Placees will have no rights against any of Canaccord
Genuity, the Company or any of their respective members, directors or
employees under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended) or otherwise.
Further details regarding the EIS Placing Shares and VCT Placing Shares
Investors must take their own professional advice in order that they may fully
understand how the relief legislation may apply in their individual
circumstances and rely on it. In particular, investors should note it is
intended that, if the Placing Agreement has not been terminated in accordance
with its terms before such time, the Company will unconditionally allot and
issue the VCT Placing Shares on VCT Admission. Investors should be aware
that an investment in the VCT Placing Shares would complete prior to, and is
not conditional on completion of the Acquisitions, Readmission or the issue of
the Non-VCT Placing Shares and Consideration Shares.
The Non-VCT Placing Shares will be issued on Readmission and dealings in the
Non-VCT Placing Shares (along with the admission of the Consideration Shares
and the re-admission of the Existing Ordinary Shares and the VCT Placing
Shares) will commence at 8.00 a.m. on or around 19 March 2026 (or such later
time and/or date as may be agreed by the Canaccord Genuity and the Company,
not being later than 8.00 a.m. on 2 April 2026 (the Long Stop Date). Placees
acquiring VCT Placing Shares should be aware of the possibility that the VCT
Placing Shares might be issued and that none of the remaining Non-VCT Placing
Shares are issued and therefore that Readmission may not take place.
Consequently, even if the VCT Placing Shares have been issued, there is no
guarantee that the placing of the Non-VCT Placing Shares (or the issuance of
the Consideration Shares) will become unconditional or that Readmission or
completion of the Acquisition Agreements will occur.
Conditions of the Placing
The VCT Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms
prior to VCT Admission. Canaccord Genuity's obligations in respect of the VCT
Placing under the Placing Agreement are conditional on, inter alia:
1. the Acquisition Agreements having been signed and become
unconditional in all respects subject only to any condition relating to
Readmission and any conditions relating to the Placing Agreement becoming
unconditional and not being terminated before VCT Admission;
2. none of the Acquisition Agreements having lapsed (including because
of the failure to satisfy a condition of an Acquisition Agreement before the
relevant "long stop date"), been terminated or rescinded (or allegedly been
terminated or rescinded), save for any termination or rescission of an
Acquisition Agreement following Canaccord's prior written consent;
3. the Company having complied with its obligations under the Acquisition
Agreements and the Placing Agreement to the extent that they fall to be
performed before VCT Admission;
4. the Admission Document having been published and made available
at all times in accordance with Rule 26 of the AIM Rules;
5. the passing of the Resolutions at the General Meeting without
any amendments not approved by Canaccord Genuity; and
6. VCT Admission having become effective at or before 8.00 a.m. on
the VCT Admission Date,
(the "VCT Placing Conditions").
Canaccord Genuity's obligations in respect of the Non-VCT Placing and
Readmission under the Placing Agreement are conditional on, inter alia:
1. the VCT Placing Conditions having been fulfilled;
2. the Acquisition Agreements having become unconditional in all
respects subject only to any condition relating to Readmission and any
conditions relating to the Placing Agreement becoming unconditional and not
being terminated before Readmission;
3. none of the Acquisition Agreements having lapsed (including
because of the failure to satisfy a condition of an Acquisition Agreement
before the relevant "long stop date"), been terminated or rescinded (or
allegedly been terminated or rescinded), save for any termination or
rescission of an Acquisition Agreement following Canaccord's prior written
consent;
4. the Company having complied with its obligations under the Acquisition
Agreements and the Placing Agreement to the extent that they fall to be
performed before Readmission;
5. the passing of the Resolutions at the General Meeting without
any amendments not approved by Canaccord Genuity; and
6. Readmission having become effective at or before 8.00 a.m. on
the Readmission Date.
The Placing Agreement contains certain warranties and representations from the
Company and the Directors and an indemnity from the Company for the benefit of
Canaccord Genuity. None of the Company, the Directors, and Canaccord Genuity
owes any fiduciary duty to any Placee in respect of the representations,
warranties, undertakings or indemnities in the Placing Agreement.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by
Canaccord Genuity by the relevant time or date specified; or (ii) the Placing
Agreement is terminated in the circumstances specified below, the Placing (or
the VCT Placing and/or the Non VCT Placing, as the case may be) will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.
Canaccord Genuity may, at its discretion and upon such terms as it thinks fit,
waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions contained in the Placing
Agreement. Any such waiver will not affect Placees' commitments as set out in
the Announcement.
By participating in the Placing, each Placee agrees that neither Canaccord
Genuity nor any of its affiliates, nor any of its directors, officers,
employees or agents shall have any liability (whether in contract, tort or
otherwise) to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition to the Placing or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Canaccord Genuity.
Right to terminate under the Placing Agreement
Canaccord Genuity may, in its absolute discretion (following consultation with
the Company to the extent practicable), be entitled, at any time before
Readmission, to terminate the Placing Agreement in accordance with its terms
in certain customary circumstances.
Upon termination of the Placing Agreement, the parties to the Placing
Agreement shall be released and discharged from their respective obligations
under or pursuant to the Placing Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise or
non-exercise by Canaccord Genuity of any right of termination or other
discretion arising under the Placing Agreement shall be within the discretion
of Canaccord Genuity, and neither the Company nor Canaccord Genuity need to
make any reference to, or consultation with, Placees and neither the Company
nor Canaccord Genuity nor any of their respective affiliates, directors,
officers, employees or agents of any of them shall have any liability to
Placees whatsoever in connection with any such exercise or failure to
exercise.
Restrictions on transactions
The Company has undertaken to Canaccord Genuity that it will not, and will
procure that no other member of the Group will, inter alia, between the date
of the Placing Agreement and the date which is:
1. 120 days after Readmission, enter into any commitment or
agreement or put itself in a position where it is obliged to announce that any
commitment or agreement may be entered into, which is or might be material in
the context of the Placing and/or Admission; or
2. six months after Readmission, directly or indirectly, offer,
issue, allot, lend, sell, or issue options in respect of, any shares in the
Company (or any interest therein or in respect thereof) or any other
securities exchangeable for or convertible into, or substantially similar to,
shares or enter into any transaction with the same economic effect as, or
agree to do, any of the foregoing (whether or not legally or contractually
obliged to do so), save in respect of shares to be issued pursuant to the
exercise of options or the granting of options or other awards over shares
under a share option or incentive scheme operated by the Company for the
benefit of employees of the Group on the Readmission Date or as otherwise
fairly disclosed in the Admission Document (together, Awards), provided that
the Company has agreed with Canaccord before Readmission the nature and number
of such Awards to be granted or the nature and number of such Awards are
otherwise fairly disclosed in the Admission Document.
By participating in the Placing, Placees agree that the exercise by Canaccord
Genuity of any power to grant consent to the undertaking by the Company of a
transaction which would otherwise be subject to abovementioned restrictions
under the Placing Agreement shall be within the discretion of Canaccord
Genuity and that it need not make any reference to, or consultation with,
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant consent or failure to
exercise such power.
No Prospectus
The Announcement (including this Appendix) is not a "prospectus" and has not
been prepared in accordance with the requirements for a "prospectus" for the
purposes of the UK POATR. No prospectus, offering memorandum, offering
document or admission document has been or will be submitted to be approved by
the FCA, the London Stock Exchange or any other competent authority. In
relation to the Placing, no such document has been or will be made available
in any jurisdiction in connection with the Placing and no such document is
required (in accordance with the EEA Regulation or the UK POATR) to be
published.
The Announcement (including this Appendix) has been prepared on the basis that
no prohibited offer of securities to the public (within the meaning of the UK
POATR) is being made or will be made in the United Kingdom or elsewhere. The
placing of New Ordinary Shares referred to in the Announcement (including this
Appendix) is being made only in circumstances which do not constitute a
prohibited offer to the public for the purposes of the UK POATR.
Accordingly, no "prospectus" is required to be published in connection with
the matters described in the Announcement (including this Appendix). Any
person who receives the Announcement should not distribute or use it for the
purposes of making an offer of securities to the public. Any person who
receives this Announcement (including this Appendix) should only do so in
circumstances in which no obligation arises for the Company or Canaccord
Genuity to produce a "prospectus" for such offer. Neither the Company nor
Canaccord Genuity has authorised, nor will either of them authorise, the
making of any offer of the Ordinary Shares through any financial intermediary,
other than as contemplated in the Announcement (including this Appendix).
Each Placee, by accepting a participation in the Placing, agrees that the
content of the Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company or Canaccord Genuity or any other person and
neither Canaccord Genuity, nor the Company nor any other person will be liable
for any Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which such Placee may have
obtained or received and, if given or made, such information, representation,
warranty or statement must not be relied upon as having been authorised by
Canaccord Genuity, the Company or their respective officers, directors,
employees or agents.
Each Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the Company in
accepting a participation in the Placing. Neither the Company nor Canaccord
Genuity are making any undertaking or warranty to any Placee regarding the
legality of an investment in the Placing Shares by such Placee under any
legal, investment or similar laws or regulations.
Each Placee should not consider any information in this Announcement
(including this Appendix) to be legal, financial, business, investment, tax or
other advice. Each Placee should consult its own solicitor, tax adviser,
financial adviser or other independent professional adviser for independent
legal, financial, tax and other advice regarding an investment in the Placing
Shares. Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery-versus-payment basis within the CREST system
administered by Euroclear. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is completed as
directed by Canaccord Genuity in accordance with the standing CREST settlement
instructions which they have in place with Canaccord Genuity.
Settlement of transactions in the Placing Shares (ISIN: GB00BTQLZH16)
following VCT Admission or Readmission (as applicable) will take place within
CREST provided that, subject to certain exceptions, Canaccord Genuity reserve
the right to require settlement for, and delivery of, the Placing Shares (or a
portion thereof) to Placees by such other means that they deem necessary if
delivery or settlement is not possible or practicable within CREST within the
timetable set out in the Announcement or would not be consistent with the
regulatory requirements in any Placee's jurisdiction.
It is expected that settlement of the VCT Placing Shares and VCT Admission
will become effective at 8.00 a.m. on 18 March 2026 and settlement of the
Non-VCT Placing Shares and Readmission will become effective at 8.00 a.m. on
19 March 2026 unless otherwise notified by Canaccord Genuity.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the official bank rate of the Bank of England in force
from time to time as determined by Canaccord Genuity.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Canaccord Genuity may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for Canaccord Genuity's account and benefit (as agent for the Company), an
amount equal to the aggregate amount owed by the Placee plus any interest due
(chargeable daily on payments not received from Placees on the date due). The
relevant Placee will, however, remain liable and shall indemnify Canaccord
Genuity on demand for any shortfall below the aggregate amount owed by it and
may be required to bear any stamp duty or stamp duty reserve tax or securities
transfer tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on Canaccord Genuity such
authorities and powers necessary to carry out any such sale and agrees to
ratify and confirm all actions which Canaccord Genuity lawfully takes in
pursuance of such sale. Legal and/or beneficial title in and to any Placing
Shares shall not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that any form of confirmation is copied and delivered
immediately to the relevant person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Neither Canaccord Genuity nor the Company will be
liable in any circumstances for the payment of stamp duty or stamp duty
reserve tax in connection with any of the Placing Shares. Placees will not be
entitled to receive any fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) will be deemed to irrevocably make the following
representations, warranties, acknowledgements, agreements and undertakings (as
the case may be) to Canaccord Genuity (for itself and on behalf of the
Company) in respect of such Placee (and any person acting on such Placee's
behalf):
1. that prior to completion it will not enter into any form of
stock lending or other loan arrangement in respect of the Placing Shares for
which it is subscribing;
2. that it has read and understood the Announcement (including this
Appendix) in its entirety and that its subscription for Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, acknowledgements, agreements and undertakings and other
information contained herein and not in reliance on any information given or
any representations, warranties or statements made at any time by any person
in connection with VCT Admission or Readmission, the Company, the Group, the
Placing, the Acquisitions or otherwise, other than the information contained
herein, and undertakes not to redistribute or duplicate the Announcement;
3. that the content of the Announcement (including this Appendix) is
exclusively the responsibility of the Company, and that none of Canaccord
Genuity, nor its affiliates or any person acting on behalf of any of them has
or shall have any liability for any information, representation or statement
contained in the Announcement (including this Appendix) or any information
previously or concurrently published by or on behalf of the Company, and will
not be liable for any Placee's decision to participate in the Placing based on
any information, representation or statement contained in the Announcement
(including this Appendix) or otherwise;
4. that the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to acquire the Placing
Shares is contained in the Announcement and any other information previously
or simultaneously published by the Company by notification to a Regulatory
Information Service (as defined in the AIM Rules), such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by
Canaccord Genuity, the Company, their respective affiliates, or any of their
respective directors, officers or employees or any person acting on behalf of
any of them, or, if received, it has not relied upon any such information,
representations, warranties or statements (including any management
presentation that may have been received by any prospective Placee), and
neither Canaccord Genuity nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
other information, representation, warranty or statement;
5. that none of Canaccord Genuity, the Company nor any of their
respective affiliates or any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Placing
Shares or the Company other than the Announcement;
6. that it has made its own assessment of the Placing Shares and has
relied on its own investigation of the business, financial or other position
of the Company in accepting a participation in the Placing and neither
Canaccord Genuity nor the Company nor any of their respective affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them has provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the information
in the Announcement; nor has it requested Canaccord Genuity, the Company or
any of their respective affiliates, agents, directors, officers or employees
or any person acting on behalf of any of them to provide it with any such
information;
7. that no prospectus has been or will be prepared in connection
with the Placing and it has not received and will not receive a prospectus in
connection with the Placing;
8. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
9. that it (and any person acting on its behalf) has the funds
available to pay in full for the Placing Shares for which it has agreed to
subscribe and that it will pay the total amount due by it in accordance with
the Terms and Conditions and, as applicable, as set out in the Contract Note
on the due time and date, failing which the relevant Placing Shares may be
placed with other subscribers or sold as Canaccord Genuity may in their
discretion determine and without liability to such Placee;
10. that the exercise by Canaccord Genuity of any right or discretion
under the Placing Agreement shall be within the absolute discretion of
Canaccord Genuity and Canaccord Genuity need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against Canaccord Genuity or the Company, or any of their respective
affiliates, officers, directors or employees, under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties) Act 1999;
11. that this Appendix represents the whole and only agreement between it,
Canaccord Genuity and the Company in relation to its participation in the
Placing and supersedes any previous agreement between any of such parties in
relation to such participation. Accordingly, each Placee, in accepting its
participation in the Placing, is not relying on any information,
representation, warranty or statement in relation to the Company or any of the
Placing Shares other than as contained in the Announcement or any other
information previously or simultaneously published by the Company by
notification to a Regulatory Information Service (as defined in the AIM
Rules), such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares. Each Placee agrees that
neither the Company, nor Canaccord Genuity nor any of their respective
officers, directors or employees will have any liability for any such other
information, representation or warranty, express or implied;
12. that it acknowledges that no person is authorised in connection
with the Placing to give any information or make any representation other than
as contained in the Admission Document and the Announcement and, if given or
made, any information or representation must not be relied upon as having been
authorised by Canaccord Genuity or the Company;
13. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in the UK POATR and the EEA
Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it
in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the United
Kingdom or in any EEA Member State other than "qualified investors" as defined
in the UK POATR or the EEA Prospectus Regulation (as applicable) or in
circumstances in which the prior consent of Canaccord Genuity has been given
to the offer or resale; or (ii) where Placing Shares have been acquired by it
on behalf of persons in the United Kingdom or in any EEA Member State other
than "qualified investors" as defined in the UK POATR or the EEA Prospectus
Regulation (as applicable), the offer of those Placing Shares to it is not
treated under the UK POATR or the EEA Prospectus Regulation (as applicable) as
having been made to such persons;
14. that neither it nor, as the case may be, its clients expect Canaccord
Genuity to have any duties or responsibilities to such persons similar or
comparable to the duties of 'best execution' and 'suitability' imposed by the
FCA's Conduct of Business Source Book, and that Canaccord Genuity is not
acting for it or its clients, and that Canaccord Genuity will not be
responsible for providing the protections afforded to customers of Canaccord
Genuity or for providing advice in respect of the transactions described
herein;
15. that it and the person(s), if any, for whose account or benefit it
is subscribing for the Placing Shares is not subscribing for the Placing
Shares as a result of any 'directed selling efforts' as defined in Regulation
S;
16. that it is not and was not acting on, or for the account or
benefit of a US person (as defined in Regulation S) or a person located within
the United States at the time the undertaking to subscribe for Placing Shares
was given and it is not acquiring Placing Shares with a view to the offer,
sale, resale, transfer, delivery or distribution, directly or indirectly, of
any Placing Shares into the United States and it will not reoffer, resell,
pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from the registration requirements of the US Securities Act and
otherwise in accordance with any applicable securities laws of any state or
jurisdiction of the United States;
17. that, unless specifically agreed with Canaccord Genuity, it is not
a national or resident of the United States, Australia, Canada, New Zealand,
Japan or the Republic of South Africa;
18. that, if it is outside the United Kingdom, neither the
Announcement nor any other offering, marketing or other material in connection
with the Placing constitutes an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to subscribe for
Placing Shares pursuant to the Placing unless, in the relevant territory, such
offer, invitation or other course of conduct could lawfully be made to it or
such person and such documents or materials could lawfully be provided to it
or such person and Placing Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with any
unfulfilled approval, registration or other regulatory or legal requirements;
19. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the Placing Shares and it is not acting on a
non-discretionary basis for any such person;
20. that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States;
21. that it is entitled to subscribe for Placing Shares under the laws
and regulations of all relevant jurisdictions which apply to it and that it
has fully observed such laws and regulations, it has capacity to enter into
and perform its obligations as a subscriber for Placing Shares, it has
obtained all governmental and other consents which may be required thereunder
or otherwise and complied with all necessary formalities and that it has not
taken any action which will or may result in the Company or Canaccord Genuity
or any of their respective directors, officers, employees or agents acting in
breach of any regulatory or legal requirements of any territory in connection
with the Placing or its acceptance;
22. that it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for the Placing Shares and to
perform its subscription obligations;
23. that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (i) to acquire
the Placing Shares for each managed account; (ii) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix of which it forms part; and (iii) to receive on its behalf any
investment letter relating to the Placing in the form provided to it by
Canaccord Genuity;
24. that, if resident in an EEA Member State and unless otherwise
agreed by Canaccord Genuity, it is a 'qualified investor' (as defined in
article 2(e) of the EEA Prospectus Regulation);
25. that, if resident in the United Kingdom, it is a Relevant Person;
26. that, unless otherwise agreed by Canaccord Genuity, it is a
'professional client' or an `eligible counterparty' within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;
27. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to the Placing Shares in circumstances in which section 21(1) of the FSMA does
not require approval of the communication by an authorised person;
28. that any money held in an account with Canaccord Genuity (or its
nominees) on its behalf and/or any person acting on its behalf will not be
treated as client money within the meaning of the rules and regulations of the
FCA. Each Placee further acknowledges that the money will not be subject to
the protections conferred by the FCA's client money rules. As a consequence,
this money will not be segregated from Canaccord Genuity's (or its nominees)
money in accordance with such client money rules and will be used by Canaccord
Genuity in the course of its own business and each Placee will rank only as a
general creditor of Canaccord Genuity;
29. that it will (or will procure that its nominee will), if
applicable, make notification to the Company of the voting interest in the
Placing Shares in accordance with the provisions of the Articles;
30. that if it indicates to Canaccord Genuity that it wishes to
subscribe for:
a) VCT Placing Shares, it confirms that it is a VCT, subscribing for such
VCT Shares pursuant to the Placing using VCT funds; and/or
b) non-VCT Placing Shares, settlement and admission to trading of such New
Ordinary Shares will be on the Readmission Date;
31. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70 respectively
or subsections (2) and (3) of section 93 or subsection (1) of section 96 of
the Finance Act 1986;
32. that it will not deal or cause or permit any other person to deal
in all or any of the Placing Shares which it is subscribing for under the
Placing unless and until VCT Admission (in respect of the VCT Placing Shares)
or Readmission (in respect of the Non-VCT Placing Shares) becomes effective;
33. that it appoints irrevocably any director of Canaccord Genuity as
its agent for the purpose of executing and delivering to the Company and/or
its registrars any document on its behalf necessary to enable it to be
registered as the holder of the Placing Shares;
34. that, as far as it is aware, it is not 'acting in concert' (within
the meaning given in the Takeover Code) with any other person in relation to
the Company;
35. that the Announcement does not constitute a securities
recommendation or financial product advice and that neither Canaccord Genuity
nor the Company has considered its particular objectives, financial situation
and needs;
36. that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares, is experienced in
investing in securities of this nature, and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, is able to bear
the economic risk of, and is able to sustain, a complete loss in connection
with the Placing;
37. except as set out in paragraph 37 below, represents and warrants
that it has neither received nor relied on any 'inside information' (for the
purposes of the UK MAR and section 56 of the Criminal Justice Act 1993)
concerning the Company prior to or in connection with accepting the invitation
to participate in the Placing and is not purchasing Placing Shares on the
basis of inside information;
38. that if it has received any 'inside information' (for the purposes
of the UK MAR and section 56 of the Criminal Justice Act 1993) in relation to
the Company and its securities, confirms that it has received such information
within the market soundings regime provided for in article 11 of the UK MAR
and associated delegated regulations and it has not: (i) dealt (or attempted
to deal) in the securities of the Company; (ii) encouraged, recommended or
induced another person to deal in the securities of the Company; or (iii)
unlawfully disclosed inside information to any person, prior to such
information being made publicly available;
39. that it will indemnify and hold the Company and Canaccord Genuity
and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and further
agrees that the Company and Canaccord Genuity will rely on the truth and
accuracy of the confirmations, warranties, acknowledgements and undertakings
herein and, if any of the foregoing is or becomes no longer true or accurate,
the Placee shall promptly notify Canaccord Genuity and the Company. All
confirmations, warranties, acknowledgements and undertakings given by the
Placee, pursuant to the Announcement (including this Appendix), are given to
Canaccord Genuity for itself and on behalf of the Company and will survive
completion of the Placing and VCT Admission and/or Readmission (as the case
may be);
40. that time shall be of the essence as regards its obligations
pursuant to the Terms and Conditions;
41. that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the Terms and Conditions of the
Placing, and that it is not relying on the Company or Canaccord Genuity to
provide any legal, financial, tax or other advice to it;
42. that all dates and times in the Announcement may be subject to
amendment and that Canaccord Genuity shall notify it of such amendments;
43. that:
a) it has complied with its obligations under the Criminal Justice Act
1993, Part VIII of the FSMA and the UK MAR;
b) in connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017; and
c) it is not a person:
i. with whom transactions are prohibited under the applicable law or any
economic sanction programmes administered by, or regulations promulgated by,
the Office of Foreign Assets Control of the US Department of the Treasury;
ii. named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations (together,
the Regulations); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and it has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such subscription, and it will provide promptly to Canaccord
Genuity such evidence, if any, as to the identity or location or legal status
of any person which Canaccord Genuity may request from it in connection with
the Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by Canaccord
Genuity on the basis that any failure by it to do so may result in the number
of New Ordinary Shares that are to be subscribed for by it or at its direction
pursuant to the Placing being reduced to such number, or to nil, as Canaccord
Genuity may decide in its absolute discretion;
44. that it will not make any offer to the public of those Placing
Shares to be subscribed for within the meaning of section 85(1) of the FSMA
and the UK POATR or an offer to the public in any EEA Member State within the
meaning of the EEA Prospectus Regulation;
45. that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that if it
is a private client stockbroker or fund manager it confirms that in purchasing
the Placing Shares it is acting under the terms of one or more discretionary
mandates granted to it by private clients and it is not acting on an
execution-only basis or under specific instructions to subscribe for the
Placing Shares for the account of any third party;
46. that it acknowledges that these Terms and Conditions and any
agreements entered into by it pursuant to these Terms and Conditions shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Canaccord Genuity in any jurisdiction in which the relevant
Placee is incorporated or in which its assets are located or any of its
securities have a quotation on a recognised stock exchange;
47. that any documents sent to Placees will be sent at the Placees' risk.
They may be sent by post to such Placees at an address notified to Canaccord
Genuity;
48. that Canaccord Genuity and the Company do not owe any fiduciary or
other duties to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement;
49. that any of the Placee's clients, whether or not identified to
Canaccord Genuity, will remain its sole responsibility and will not become
clients of Canaccord Genuity for the purposes of the rules of the FCA or for
the purposes of any other statutory or regulatory provision; and
50. that Canaccord Genuity or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by Canaccord Genuity.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.
The Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, expressed or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Canaccord Genuity or by any of its affiliates or agents as to
or in relation to the accuracy or completeness of the Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly
disclaimed.
Miscellaneous
On application, if a Placee is an individual, that Placee may be asked to
disclose in writing or orally their nationality. If a Placee is a
discretionary fund manager, that Placee may be asked to disclose in writing or
orally the jurisdiction in which its funds are managed or owned. All documents
provided in connection with the Placing will be sent at the Placee's risk.
They may be sent by post to such Placee at an address notified by such Placee
to one of Canaccord Genuity, or as relevant.
In the case of a joint agreement to subscribe for and/or acquire Placing
Shares under the Placing, references to a Placee in the Terms and Conditions
are to each of the Placees who are a party to that joint agreement and their
liability is joint and several.
Canaccord Genuity and the Company expressly reserve the right to modify the
Placing (including, without limitation, its timetable and settlement) at any
time before allocations are determined. The Placing is subject to the
satisfaction of the conditions contained in the Placing Agreement and to the
Placing Agreement not having been terminated.
DEFINITIONS
Acquisition Agreements together, the CloudRx Acquisition Agreement, the Hyperdrug Acquisition
Agreement, and the WebMed Acquisition Agreement
Acquisition Completions together, the CloudRx Completion, the Hyperdrug Completion and the Webmed
Completion
Acquisitions together, the CloudRx Acquisition, the Hyperdrug Acquisition and the WebMed
Acquisition
Admission Document the document, which will be an "admission document" (as defined in the AIM
Rules for Companies) and an MTF admission prospectus within the meaning of
regulation 21(3) of the POATRs, which is expected to be published by the
Company on 27 February 2026;
AIM the AIM market operated by the London Stock Exchange
AIM Applications the VCT Admission Application and the Readmission Application
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time
to time
ADHD attention deficit hyperactivity disorder
Announcement this announcement
API application programming interface
Articles the articles of association of the Company from time to time
B2B business-to-business
B2C business-to-consumer
B2B2C business-to-business-to-consumer
Business Day a day (other than a Saturday, Sunday or public holiday) on which banks are
generally open for business in London
CAGR compound annual growth rate
Canaccord Genuity Canaccord Genuity Limited, a company incorporated in England and Wales with
company number 01774003 and having its registered office at 88 Wood Street
10th Floor, London EC2V 7QR, nominated adviser and broker to the Company
CloudRx CloudRx Holdings Limited, a company incorporated in England and Wales with
company number 14537939
CloudRx Acquisition the acquisition by Vulcan Two of the entire issued share capital of CloudRx
pursuant to the CloudRx Acquisition Agreement
CloudRx Acquisition Agreement the conditional share sale and purchase agreement dated 26 February 2026
between Vulcan Two and the CloudRx Seller in relation to the CloudRx
Acquisition
CloudRx Completion completion of the CloudRx Acquisition in accordance with the CloudRx
Acquisition Agreement
CloudRx Seller Daniel Lee, being the only holder of shares in CloudRx
Company Vulcan Two Group plc, a company incorporated in England and Wales with company
number 16632702, having its registered office at 201 Temple Chambers, 3-7
Temple Avenue, London EC4Y 0DT
Consideration Shares the 500,000 New Ordinary Shares proposed to be issued to the CloudRx Seller
upon Readmission, as partial satisfaction of the consideration due under the
terms of the CloudRx Acquisition Agreement and pursuant to the CloudRx Put and
Call Deed
CQC the Care Quality Commission, being the independent regulator of health and
adult social care services in England, established under the Health and Social
Care Act 2008
CREST the computer-based system and procedures which enable title to securities to
be evidenced and transferred without a written instrument, administered by
Euroclear in accordance with the CREST Regulations
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755), including: (i)
any enactment or subordinate legislation which amends those regulations; and
(ii) any applicable rules made under those regulations or such enactment or
subordinate legislation for the time being in force
D2C direct-to-consumer
Directors or Board the directors of the Company as at the date of the Announcement
EBITDA earnings before interest, taxes, depreciation and amortisation
EEA European Economic Area
EEA Member State a member state of the European Economic Area
EEA Prospectus Regulation Regulation (EU) 2017/1129 of the European Union
Enlarged Share Capital the issued share capital of the Company immediately following Readmission,
comprising the Existing Ordinary Shares and the New Ordinary Shares
Euroclear Euroclear UK & International Limited, a company incorporated under the
laws of England and Wales with registered number 2878738 and the operator of
CREST
EUWA the European Union (Withdrawal) Act 2018, as amended
Executive Directors the executive Directors being Michael Kraftman and Brendan O'Brien and,
following his appointment as a Director of the Company upon Readmission, Keith
Butcher
Existing Ordinary Shares the 6,775,000 Ordinary Shares in issue as at the date of the Announcement
FCA the Financial Conduct Authority of the United Kingdom
FSMA the Financial Services and Markets Act 2000, as amended
General Meeting the general meeting of the Company to be held at the offices of Canaccord
Genuity Limited, 88 Wood Street, 10th Floor, London EC2V 7QR at 10.00 a.m. on
17 March 2026
GMC General Medical Council
GP general practitioner
GPhC the General Pharmaceutical Council
Group the Company and its subsidiary undertakings from time to time; as at the date
of this Announcement, the Group comprises the Company and Vulcan Two
HRT hormone replacement therapy
Hyperdrug Hyperdrug Pharmaceuticals Limited, a company incorporated in England and Wales
with company number 01898060
Hyperdrug Acquisition the acquisition by the Vulcan Two of the entire issued share capital of
Hyperdrug pursuant to the Hyperdrug Acquisition Agreement
Hyperdrug Acquisition Agreement the conditional share sale and purchase agreement dated 26 February 2026
between Vulcan Two and the Hyperdrug Sellers in relation to the Hyperdrug
Acquisition
Hyperdrug Sellers Christine Watson, Geoffrey Watson, Ben Watson (as trustee for and on behalf of
himself and Lesley Watson as joint holders), and John Watson
Investing Policy the investing policy of the Company referred to in the admission document of
the Company dated 29 August 2025 for the IPO
IPO the Company's admission to trading on AIM on the Original Admission Date
Locked-In Shareholders the Vulcan Locked-in Shareholders and the CloudRx Seller
London Stock Exchange London Stock Exchange plc
Long Stop Date means 2 April 2026
Management Incentive Plan the management incentive plan which is operated by Vulcan
MHRA the Medicines and Healthcare products Regulatory Agency
Net Profit profit after tax
New Ordinary Shares together, the Placing Shares and the Consideration Shares
NHS the National Health Service, being the publicly funded healthcare system in
the United Kingdom
Non-VCT Placing the conditional placing of the Non-VCT Placing Shares at the Placing Price by
Canaccord Genuity, pursuant to the Placing Terms
Non-VCT Placing Shares the New Ordinary Shares proposed to be issued by the Company pursuant to the
Placing to those Placees who do not comprise VCTs or other investors seeking
to qualify for VCT Relief
Official List the official list maintained by the FCA
Order the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended
Ordinary Shares ordinary shares of £0.10 each in the capital of the Company
Original Admission Date 3 September 2025
Panel the Panel on Takeovers and Mergers
Placees the subscribers for Placing Shares pursuant to the Placing
Placing together the Non-VCT Placing and the VCT Placing
Placing Agreement the conditional agreement in relation to the Placing and Admission entered
into by the Company, Canaccord Genuity, the Directors and the Proposed
Director on the date of this Announcement
Placing Price £2.00 per Placing Share
Placing Shares together, the Non-VCT Placing Shares and the VCT Placing Shares
Placing Terms the terms and conditions for the Placing, as set out in Appendix B
Proposed Director Keith Butcher, who is to be appointed as a Director of the Company upon
Readmission
Readmission the readmission of the Existing Ordinary Shares and the VCT Placing Shares,
and the admission of the non-VCT Placing Shares and the Consideration Shares,
in each case to trading on AIM becoming effective in accordance with Rule 6 of
the AIM Rules for Companies
Readmission Application the application to be made by the Company for Readmission
Readmission Date the date on which Readmission becomes effective
Regulation S Regulation S under the US Securities Act
Resolutions the resolutions (each being a Resolution) to be proposed and voted upon at the
General Meeting and which are to be contained in the Notice of General Meeting
set out at the end of the Admission Documentv
Reverse Takeover a reverse takeover as defined in Rule 14 of the AIM Rules for Companies
Sellers together, the CloudRx Seller, the Hyperdrug Sellers and the Webmed Seller
Shareholders holders of Ordinary Shares, each a "Shareholder"
Supplementary Admission Document any supplementary admission document prepared in relation to the Company in
accordance with Rule 3 of the AIM Rules
Takeover Code the City Code on Takeovers and Mergers published by the Panel
Targets together, CloudRx, Hyperdrug and Webmed
TRT testosterone replacement therapy
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK MAR the UK version of the Market Abuse Regulation (Regulation 596/2014) which is
part of English law by virtue of EUWA, as amended
UK POATR the UK Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105)
US or United States the United States of America
US Persons has the meaning given in Regulation S
US Securities Act the US Securities Act of 1933, as amended
VCT venture capital trust
VCT Admission admission of the VCT Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules for Companies
VCT Admission Application the application to be made by the Company for VCT Admission
VCT Admission Date the date on which VCT Admission becomes effective
VCT Legislation Part 6 of the Income Tax Act 2007 and any provisions of UK or European law
referred to therein
VCT Placing the conditional placing of the VCT Placing Shares at the Placing Price by
Canaccord Genuity, pursuant to the Placing Terms
VCT Placing Shares means the New Ordinary Shares proposed to be issued by the Company pursuant to
the Placing to those Placees comprising certain VCTs and other investors
seeking to qualify for VCT Relief
VCT Relief relief from UK tax under the VCT Legislation
VMD Veterinary Medicines Directorate
Vulcan Two Vulcan Two Ltd, a company incorporated in England and Wales with company
number 13796416 and a wholly owned subsidiary of the Company
WebMed Webmed Pharmacy Limited, a company incorporated in England and Wales with
company number 09331258
WebMed Acquisition the acquisition by the Vulcan Two of the entire issued share capital of WebMed
pursuant to the WebMed Acquisition Agreement
WebMed Acquisition Agreement the conditional share sale and purchase agreement dated 26 February 2026
between Vulcan Two and the Webmed Sellers in relation to the Webmed
Acquisition
Webmed Completion completion of the Webmed Acquisition in accordance with the Webmed Acquisition
Agreement
Webmed Sellers Margaret McGhee Hudson and Peter Geoffrey Hudson
£ and p United Kingdom pounds sterling and pence respectively
$ and Dollar the lawful currency of the United States
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Vulcan Two
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