TIDMOHGR
RNS Number : 8976L
One Health Group PLC
08 September 2023
08 September 2023
One Health Group PLC
('One Health' or the 'Group')
Result of AGM
One Health (AQUIS: OHGR), a provider of NHS-funded medical
procedures for patients referred for treatment in Orthopaedics,
Spine, General Surgery and Gynaecology, announces that at its
Annual General Meeting held earlier today at 11am at 131 Psalter
Lane, Sheffield S11 8UX, all the resolutions were passed.
Details of the proxy votes received prior to the meeting will be
made available on the Company's website at
www.onehealth.co.uk/investors. The poll results were as
follows:
Resolution For % Against %
To receive and adopt the consolidated annual report and financial
statements of the Company,
together with the reports of the directors of the Company (Directors) and
of the auditors
1 for the period ended 31 March 2023 . 7,703,250 100 0 0
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2 To approve the Directors' remuneration report, as set out in the Company's 7,703,250 100 0 0
annual report and
financial statements for the period ended 31 March 2023.
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3 To re-appoint Derek Richard Bickerstaff as a Director of the Company. 7,703,250 100 0 0
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4 To re-appoint Adam Rawlinson Binns as a Director of the Company. 7,703,250 100 0 0
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5 To re-appoint Jessica Clare Sellars as a Director of the Company. 7,703,250 100 0 0
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6 To re-appoint Shantanu Arvind Shahane as a Director of the Company. 7,703,250 100 0 0
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7 To re-appoint Helen Pitcher OBE as a Director of the Company. 7,703,250 100 0 0
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8 To re-appoint Zachary William McMurray as a Director of the Company. 7,703,250 100 0 0
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9 To re-appoint Anthony Nicholas Parker as a Director of the Company. 7,703,250 100 0 0
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10 To re-appoint Gerald Edelman LLP as auditors of the Company to hold office 7,703,250 100 0 0
from the conclusion
of this AGM until the conclusion of the next general meeting of the
Company at which the accounts
of the Company are laid.
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11 To authorise the audit and risk committee of the board of Directors to 7,703,250 100 0 0
determine the remuneration
of the Auditors.
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12 To declare a final dividend of 4.34p per ordinary share in respect of the 7,703,250 100 0 0
year ended 31 March
2023 as recommended by the Directors.
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13 That, in substitution for any equivalent authorities and powers granted to 7,703,250 100 0 0
the Directors prior
to the passing of this resolution, the Directors be and they are
generally and unconditionally
authorised pursuant to section 551 of the Companies Act 2006 ( Act ) to
exercise all powers
of the Company to allot, and grant any right to subscribe for or to
convert any security into,
shares in the Company (such shares and rights to subscribe for or to
convert any security
into shares being Relevant Securities ) up to an aggregate nominal amount
of GBP18,977.09,
provided that this authority shall be limited to the allotment of:
(a) 100,333 new ordinary shares of GBP0.005 each in the capital of the
Company pursuant to
and on the exercise of the subscription rights granted under a warrant
instrument constituted
by the Company on or around 17 November 2022 in favour of Oberon
Investments Limited ( Warrant
Instrument );
(b) 191,885 new ordinary shares of GBP0.005 each in the capital of the
Company pursuant to
and on the exercise of the subscription rights granted under certain
unapproved share options
granted by the Company before the date of this resolution ( Unapproved
Options ); and
(c) Relevant Securities (otherwise than pursuant to sub-paragraphs (a)
and (b) above), up
to an aggregate nominal value equal to GBP17,516,
provided that unless previously revoked, varied or extended, this
authority shall expire upon
the earlier of the conclusion of the next annual general meeting of the
Company and the date
which is 15 months from the date of passing of this resolution, except
that the Directors
may at any time before such expiry make an offer or agreement which would
or might require
Relevant Securities to be allotted after such expiry and the Directors
may allot Relevant
Securities in pursuance of such an offer or agreement as if this
authority had not expired.
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14 THAT , the Directors are empowered pursuant to section 570(1) of the Act 7,702,689 99.99 561 0.01
to allot equity
securities (as defined in section 560(1) of the Act) of the Company
wholly for cash pursuant
to the authority of the Directors under section 551 of the Act conferred
by Resolution 13
above, and/or by way of a sale of treasury shares (by virtue of section
573 of the Act), in
each case as if the provisions of section 561(1) of the Act did not apply
to such allotment
provided that the power conferred by this resolution shall be limited to:
(a) the allotment of equity securities up to an aggregate nominal amount
of GBP501.67 pursuant
to and on the exercise of the subscription rights granted under the
Warrant Instrument;
(b) the allotment of equity securities up to an aggregate nominal amount
of GBP959.43 pursuant
to and on the exercise of the subscription rights granted under the
Unapproved Options;
(c) the allotment of equity securities and/or sale of treasury shares in
connection with an
invitation to apply for, or offer of, equity securities in favour of the
holders of ordinary
shares in the capital of the Company (excluding any shares held by the
Company as treasury
shares (as defined in section 724(5) of the Act)) on a fixed record date
in proportion (as
nearly as practicable) to the respective number of ordinary shares in the
capital of the Company
held by them or in accordance with the rights attached to such shares
(but subject to such
exclusions or other arrangements as the Directors may deem necessary or
expedient in relation
to fractional entitlements or as a result of legal, regulatory or
practical problems arising
under the laws of or the requirements of any overseas territory or by
virtue of shares being
represented by depository receipts or the requirements of any regulatory
body or stock exchange
or any other matter whatsoever);
(d) the allotment of equity securities (otherwise than pursuant to the
power referred to in
sub-paragraphs (a) and (b) above) of up to an aggregate nominal value
equal to GBP5,255.05;
and
(e) the allotment of equity securities (otherwise than pursuant to the
power referred to in
sub-paragraphs (a) and (b) above and in addition to the authority granted
in sub-paragraph
(d) above) of up to an aggregate nominal value equal to GBP5,255.05,
provided that such authority
shall be used only for the purposes of financing (or refinancing, if the
authority is to be
used within six months after the original transaction) a transaction
which the Directors determine
to be an acquisition of a kind contemplated by the Statement of
Principles on Disapplying
Pre-emption Rights most recently published by the Pre-Emption Group prior
to the date of this
resolution,
and provided that unless previously revoked, varied or extended, this
power shall expire upon
the earlier of the conclusion of the next annual general meeting of the
Company and the date
which is 15 months from the date of passing of this resolution, except
that the Directors
can during such period make offers or arrangements which could or might
require the allotment
of equity securities after the expiry of such period.
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* A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "For" or "Against" a
resolution. -
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
- Ends -
For further enquiries:
One Health Group PLC Via Square One Consulting
Derek Bickerstaff, Chairman
Adam Binns, CEO
Oberon Investments Limited Tel: +44 (0) 203 179 5300
AQSE Corporate Adviser and Broker
Nick Lovering
Mike Seabrook
Square 1 Consulting Limited
David Bick Tel: +44 (0) 207 929 5599
+44 (0) 7831 381201
Notes to Editors:
One Health engages over 100 NHS Consultants who sub-specialise
in the various surgeries offered by the Company, through a growing
network of community-based outreach clinics and surgical operating
locations. Prior to the Covid-19 pandemic, on an annual basis, One
Health serviced in excess of 10,000 new patients, through over
30,000 consultations and performed over 7,000 surgical procedures.
One Health uses surgeons and anaesthetists that are mostly employed
by the NHS, on a consultancy basis. It currently works with over
100 professionals across 7 hospitals and 30 CQC registered
clinics.
One Health's activities are focused on areas where the patient
needs are under-supplied by the local NHS service as well as
locations where population density is relatively high, and the
level of private medical insurance is relatively low. One Health
has also sought to expand geographically from its Head Office in
Sheffield into neighbouring counties, which meet the required
criteria. Currently, the Company's activities are focused in
Yorkshire, Lincolnshire, Derbyshire, Nottinghamshire and
Leicestershire. Revenue in the year to 31 March 2023 was derived
from 60 Clinical Commissioning Groups in addition to contracts with
NHS hospitals.
One Health's business model has focused to date on four main
areas: being Spine, Orthopaedics, General Surgery and Gynaecology.
The split of inpatient procedures in the year to 31 March 2020 was
as follows: Spine 32% Orthopaedics 27% General Surgery 29%
Gynaecology 12%.
Spine and orthopaedics are particularly attractive areas for One
Health as the Directors believe that they benefit from powerful
growth drivers in terms of an ageing demographic, physical
inactivity and an increasing proportion of the population being
categorised as obese. Within orthopaedics, the most common
surgeries performed by One Health are knee and hip
replacements.
One Health delivered 4,870 procedures in the year to 31 March
2022 and the Directors expect the Company to deliver significantly
more procedures in the year to 31 March 2023.
One Health was admitted to trading on Aquis in November 2022
with the ticker OHGR.AQ.
For additional information please visit
https://www.aquis.eu/companies/OHGR
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END
NEXFLFFLAFITIIV
(END) Dow Jones Newswires
September 08, 2023 07:24 ET (11:24 GMT)
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