Last checked at 31 Mar 2016 10:13
31 March 2016
Totally plc
("Totally", "the Company" or "the Group")
Acquisition of Premier Physical Healthcare Limited and £6.2 million subscription
Result of General Meeting
The Board of Totally (AIM:TLY), the provider of a range of services to the healthcare sector, is pleased to announce that, further to its announcement of 15 March 2016, at the General Meeting held earlier today all resolutions proposed were duly passed.
Both the Subscription and the Acquisition were dependent on Shareholder approval at a General Meeting, where it was agreed to acquire the entire issued share capital of Premier Physical Healthcare Limited ("Premier") for a maximum consideration of £6.75 million. The Company has also raised gross proceeds of £6.2 million from new and existing investors, via a subscription of 10,000,000 new Ordinary Shares at a price of 62 pence per share.
Completion of Acquisition and Subscription
As previously announced the Company has raised gross proceeds of £6.2 million by way of a subscription of 10,000,000 New Ordinary Shares at 62 pence each with existing and new investors.
The net proceeds of the Subscription are expected to be approximately £5.87 million and are currently intended to be applied by the Company to satisfy elements of the cash consideration payable for the acquisition of Premier Physical Healthcare Limited, to provide further funding for the launch of the Company's direct-to-consumer clinical health-coaching service and for working capital purposes for the Enlarged Group.
The Acquisition has now been approved by shareholders and is due to complete on Admission tomorrow.
Wendy Lawrence, Chief Executive Officer of Totally, said:
"I am delighted with this result as I strongly believe that the acquisition is in the best interests of Shareholders. This is an important first step in our strategy for expanding the Group and underpins our ambitions for growth.
"Today we are also launching Totally Health's direct-to-consumer clinical health-coaching service "My Clinical Coach" supporting anyone diagnosed with a long term condition."
" I look forward to updating shareholders on our progress and developments."
Directors and Significant Shareholders
The Directors all participated in the Subscription. On Admission, the Directors shall have the following shareholdings in the Company:
At Admission | |||
Number of Ordinary Shares held | % of Ordinary Shares in issue |
| |
Bob Holt | 800,000 | 4.00% |
|
Wendy Lawrence | 56,666 | 0.28% |
|
Don Baladasan | 107,780 | 0.54% |
|
Tony Bourne | 161,000 | 0.81% |
|
Mike Rogers | 16,000 | 0.08% |
|
1,141,446 | 5.71% | ||
On Admission the following persons are also expected to be interested in 3 per cent. or more of the enlarged total voting rights of the Company:
Number of Ordinary Shares held | % of Ordinary Shares in issue | |
Unicorn Asset Management Limited | 4,850,000 | 24.26% |
Seneca Partners Limited | 2,916,000 | 14.58% |
Schroders plc | 1,995,000 | 9.98% |
Miton Asset Management Limited | 1,797,000 | 8.99% |
Optiva Securities Limited | 1,198,710 | 6.00% |
Livingbridge VC LLP | 900,000 | 4.50% |
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the enlarged issued share capital of 19,994,953 ordinary shares of 10p each in the Company to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 1 April 2016.
Following Admission, the issued share capital of the Company will consist of 19,994,953 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury.
The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
The same definitions apply throughout this announcement as are applied in the Admission Document, published on 15 March 2016, copies of which are available on the Company's website, www.totallyplc.com
Totally Plc / Totally Health Limited |
|
Wendy Lawrence, Chief Executive Bob Holt, Chairman | 020 3077 2212
07778 798 816 |
Allenby Capital Limited (Nominated Adviser & Broker) | 0203 328 5656 |
Nick Naylor / Nick Athanas / Alex Brearley | |
Blytheweigh | 020 7138 3203 |
Tim Blythe / Camilla Horsfall |
Notes to Editors
Totally plc is focused on the provision of professional health coaching which promotes and facilitates self care. Totally's services have been shown to reduce costs for Clinical Commissioning Groups by, for example, reducing unplanned admissions to hospitals and visits to Accident and Emergency Departments.
Totally currently operates contracts with NHS England and several CCGs across England delivering their Long Term Condition Management and Shared Decision Making Programs.
Totally Health is a provider of a range of services to the healthcare sector that supports individuals to better understand their clinical conditions and support them to avoid exacerbations of such conditions and promote self care.
Shared Decision Making and the Management of Long Term Conditions are key strategic areas for the NHS in England. The NHS in England estimates that £7 out of every £10 spent on health and social care is spent looking after people diagnosed with a Long Term Condition.
About Premier Physical Healthcare Limited
Premier, established in 1997, offers physiotherapy, podiatry and ergonomics services to a variety of clients. Premier provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. Premier's clinical staff are either chartered physiotherapists, orthopaedic and rheumatology rehabilitation consultants or state registered podiatrists. The majority of Premier's revenue is derived from the provision of physiotherapy and podiatry to National Health Service patients.