Schedule One - Vulcan Two Group PLC

AIM

04 March 2026

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

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

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

Registered office: 201 Temple Chambers 3-7 Temple Avenue London EC4Y 0DT Business address: 71-75 Shelton Street London WC2H 9JQ

COUNTRY OF INCORPORATION:

England & Wales

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

www.vulcantwo.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Vulcan Two is aiming to create the UK's leading regulated ePharmacy through buy-and-build. On 26 February 2026, the Company announced that it has conditionally agreed to acquire three companies in the UK ePharmacy market, being CloudRx Holdings Limited ("CloudRx"), Hyperdrug Pharmaceuticals Ltd ("Hyperdrug") and Webmed Pharmacy Ltd ("Webmed") (together, the "Acquisitions"). The total maximum consideration for the Acquisitions is approximately £41.7 million. To satisfy the consideration payable for the Acquisitions, the Company has conditionally raised gross proceeds of £40 million, by way of an institutional placing. The Acquisitions, individually and collectively, constitute a Reverse Takeover pursuant to Rule 14 of the AIM Rules for Companies and, as such, together with the placing, are subject to shareholder approval at a General Meeting. Vulcan Two's strategy is to lead the consolidation of the private prescription sector of the regulated UK ePharmacy market, one of the fastest growing and most profitable sectors of the market. The Group's CEO and COO, Michael Kraftman and Brendan O'Brien, have leading experience in the eCommerce healthcare sector, having built Vision Direct, one of Europe's leading online contact lens suppliers between 2009 and 2021, through a combination of organic growth and acquisitions. The Directors believe that a similar opportunity for growth and consolidation currently exists in the UK ePharmacy market. Since IPO in September 2025, the Directors have progressed conversations with certain acquisition targets and the Company has now entered into conditional share sale and purchase agreements with the shareholders of three companies, being CloudRx, Webmed and Hyperdrug (the "Targets"). The Targets are each regulated digital pharmacies, dispensing and distributing medications to customers. Collectively, the Targets sell a wide and diverse range of medications, across product categories such as women's health, weight-loss, mental health and veterinary. The Directors believe that the Targets are each high-quality businesses that bring attractive assets and capabilities that can be leveraged across the Enlarged Group. The Directors further believe that the acquisition of the Targets creates a platform for growth that will be supported by strong market tailwinds and driven by targeted sales initiatives, scalable infrastructure and a drive to best-in-class service. The Company is currently an "investing company" under the AIM Rules for Companies. On completion of the acquisitions and upon readmission, the Company will become an operating company.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Securities: Ordinary Shares of 10p each ("Ordinary Shares") Issue price: £2.00 Existing number of Ordinary Shares admitted to trading: 6,775,000 Number of new Ordinary Shares to be admitted to trading: 20,500,000 Enlarged number of Ordinary Shares following readmission: 27,275,000 Restrictions: No restrictions on transferability of the Ordinary Shares

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

Capital to be raised on Readmission: £40.0 million Anticipated market capitalisation on Readmission: £54.6 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

43.0%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

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

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

N

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Susan Elizabeth Clement Davies (Non-Executive Chair) Michael Benjamin Kraftman (Chief Executive Officer) Brendan Celestine O'Brien (Chief Operating Officer) Keith Butcher (Chief Financial Officer) Martin James Glanfield (Non-Executive Director) Dr. David Chee Wai Wong (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission After Admission Shareholder Percentage of the Issued Share Capital Percentage of the Issued Share Capital Dowgate Group Limited 14.6% 14.4% Octopus Investments Limited 14.8% 11.7% Gresham House Asset Management Ltd 11.1% 11.3% Canaccord Genuity Asset Management 7.4% 6.5% Schroder Investment Management Ltd 5.5% 5.4% Premier Miton Group plc 1.7% 5.2% Ruffer LLP (on behalf of its clients) - 4.6% Client funds managed by Downing LLP - 4.4% FIL Investments International acting as agent for and on behalf of certain funds - 4.0% Michael Kraftman 14.0% 3.5% Brendan O'Brien 8.1% -* Huntress (CI) Nominees Limited 5.5% -* ISPartners Investment Solutions AG 4.5% -* Otus Capital Management Limited 3.7% -* *Percentage of Ordinary Shares held following readmission not disclosable

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

None

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         31 December year end (ii)        The Company and Targets: 31 December 2025 (Unaudited) CloudRx (being the largest of the Targets): 31 May 2025 (Audited) (iii)       Full year results for the year ended 31 December 2025 by 30 June 2026 Half year results for the period ended 30 June 2026 by 30 September 2026 Full year results for the year ended 31 December 2026 by 30 June 2027

EXPECTED ADMISSION DATE:

19 March 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited 88 Wood Street London EC2V 7QR

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited 88 Wood Street London EC2V 7QR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Internet address: www.vulcantwo.com The Admission Document will contain full details about the Acquisitions and the Readmission of its securities and will be available on the Company's website.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

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

DATE OF NOTIFICATION:

4 March 2026

NEW/ UPDATE:

New

 

END