Result of Placing

Vulcan Two Group PLC

27 February 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED TERRITORY").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

FOR IMMEDIATE RELEASE

27 February 2026

Vulcan Two Group plc

(the "Company" or "Vulcan Two")

Result of Placing

Further to the announcement at 4.54 p.m. on 26 February 2026 (the "Launch Announcement"), Vulcan Two Group plc, the company aiming to create the UK's leading regulated ePharmacy through buy-and-build, is pleased to announce that it has conditionally raised gross proceeds of £40 million through an oversubscribed Placing of 20,000,000 new Ordinary Shares at the Placing Price of 200 pence per new Ordinary Share. The Placing attracted strong support from existing and new high quality institutional investors, providing further validation of the Company's strategy and growth ambitions.

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 described in the Launch Announcement, provide working capital for the Enlarged Group, provide available cash for further bolt-on acquisitions and to support future trading growth.

Michael Kraftman, Chief Executive Officer of Vulcan Two, commented:

"We are delighted by the strong support shown in this oversubscribed fundraising. The Placing has been met with significant demand and has introduced a number of additional respected long-term institutions to our share register. Their support, together with that of our existing investors, provides both capital and credibility as we move from a period of investment into one of execution."

Related Party Transactions

Under the AIM Rules for Companies, Octopus Investments Limited, Gresham House Asset Management Ltd and Dowgate Group Limited are each deemed to be related parties of the Company due to their respective substantial shareholdings in the Company (together the "Related Parties"). Octopus Investments Limited, Gresham House Asset Management Ltd and Dowgate Group Limited, have conditionally agreed to subscribe for 2,180,000, 2,325,000 and 2,951,433 Placing Shares, respectively.  The participation of each of the Related Parties in the Placing is deemed to be a related party transaction under the AIM Rules for Companies. The Directors and the Proposed Director, each of which is independent from the Related Parties, having consulted with the Company's Nominated Adviser, Canaccord Genuity, consider that the terms of the participation of each of the Related Parties in the Placing are fair and reasonable insofar as Shareholders are concerned.

Posting of Admission Document and Notice of General Meeting

The Acquisitions and the Placing are conditional upon, amongst other things, Shareholder approval being obtained at the General Meeting to be held on 17 March 2026. The Company expects to post an Admission Document to Shareholders later today, which will contain a Notice of General Meeting. The Admission Document will also be made available on the Company's website.

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Launch Announcement.

For further information please contact:

Vulcan Two Group plc Michael Kraftman, Chief Executive Officer Brendan O'Brien, Chief Operating Officer www.vulcantwo.com	Email: [e-mail]
Canaccord Genuity Limited (Nominated Adviser, Sole Bookrunner and Sole Broker) Simon Bridges / Harry Pardoe / Elizabeth Halley-Stott	Tel: [phone]
Alma Strategic Communications (Financial PR) Justine James / Sam Modlin / Will Merison	Email: [e-mail] Tel: [phone]

IMPORTANT NOTICES

This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire for Placing Shares in any Restricted Territory. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

Members of the public are not eligible to take part in the Placing.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels to professional clients and eligible counterparties (the "Target Market Assessment").

Notwithstanding the Target Market Assessment for the Placing Shares, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering of the Placing Shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Canaccord Genuity will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the UK Product Governance Requirements; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Canaccord Genuity is authorised and regulated by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this announcement.

This announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express 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 (apart from the responsibilities or liabilities that may be imposed by the FSMA or the regulatory regime established thereunder) or by any of its affiliates or agents or by any of its directors, partners, officers, employees, advisers, representatives or shareholders (collectively, "Representatives") for the contents of the information contained in this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Canaccord Genuity or any of its affiliates or by any of its Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.

Canaccord Genuity and each of its affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by Canaccord Genuity or any of its affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this announcement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by Canaccord Genuity.

 

END