Totally Regulatory News (TLY)

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR)

15 November 2016

Totally plc 

("Totally", the "Company" or the "Group")

Acquisition of Optimum Sports Performance Centre Limited,Established Provider of Sports Physiotherapy in the UK

Totally plc (AIM: TLY), the provider of a range of out-of-hospital services to the UK healthcare sector, announces that, on 14 November 2016, it completed the acquisition of the entire issued share capital of Optimum Sports Performance Centre Limited ("Optimum"), an established provider of physiotherapy services in the UK and one of the first physiotherapy providers in the UK to obtain ISO9001:2008 certification in 2013 (the "Acquisition").

The Acquisition marks another strategic milestone underpinning Totally's progressive 'buy and build' strategy, as the Company continues to target value accretive acquisitions in the UK outsourced healthcare services market, which has been estimated by the Centre for Health and the Public Interest in 2015 to be worth in excess of £20 billion per year.

Highlights

· Acquisition further supports Totally's mission to become the leading out-of-hospital service provider in the UK

o Optimum is headquartered in Letchworth Garden City, Hertfordshire, and currently offers state of the art sports therapy and rehabilitation services across the UK

o The Acquisition complements Totally's existing service offerings via its existing subsidiaries, Totally Health, My Clinical Coach, Premier Physical Healthcare and About Health

o Totally, via its wholly owned subsidiary Premier Physical Healthcare, already offers occupational health and musculoskeletal physiotherapy and the Directors believe that the addition of Optimum will complement this service offering

o Optimum, as a new subsidiary Group company, will see Totally offer physiotherapy, injury prevention, sports massage and education to patients in 24 towns across 10 counties in the UK

o Dean Payne, Optimum's Managing Director, will continue in his role post completion of the Acquisition

o The Board of Totally believes that the Acquisition will be earnings enhancing with revenue and profit growth potential

· Deal structure

o Totally has acquired the entire issued share capital of Optimum

o An initial consideration of £400,000, funded out of Totally's existing cash resources, has been paid to the shareholders of Optimum and is subject to a downward only net asset value adjustment

o Additional deferred consideration, wholly based on the financial performance of Optimum, will consist of:

§ A second cash instalment equal to 100% of the audited EBITDA of Optimum for the financial year ending 31 December 2016; and

§ A third cash instalment equal to 75% of the audited EBITDA of Optimum for the financial year ending 31 December 2017

o The total consideration payable shall not exceed £650,000

o Under the terms of the Acquisition agreement, Totally has the benefit of customary warranties relating to Optimum

Wendy Lawrence, CEO of Totally, commented, "We are delighted to announce this acquisition, the third in a very active 12-month period for the Company, which has brought transformational change to the Group. Optimum represents a strong fit with Totally's mission of becoming the leading provider of 'out of hospital' health care in the UK, and brings with it a broad range of value-add services in sports rehabilitation and physiotherapy and additional revenue potential.

"As part of our buy and build strategy, we have only sought companies that share our vision and values for delivering high quality healthcare based services. Our initiatives for the integration of About Health and Premier Physical Healthcare into the Group to generate value for shareholders are well underway, and I am thrilled now to be able to welcome Optimum as a part of Totally plc.

"We remain focused on progressively adding to the Group through strategic and value accretive acquisitions, and look forward to updating the market further to this effect in due course."

Further information on Optimum

Optimum, established in 2003, provides physiotherapy services in 24 towns across 10 counties in the UK. The ethos of the company is to seek to over deliver on its services to allow its customers to get the best treatment pathway available. To underpin this philosophy, Optimum became one of the first physiotherapy providers in the UK to obtain ISO9001:2008 certification in 2013.

Optimum has a talented team of physiotherapists, strength and conditioning coaches and rehabilitation specialists to assist clients both in injury recovery and in training to prevent injuries occurring.

Optimum offers services in injury prevention, physiotherapy, sports massage and education and uses state of the art technology including shockwave therapy, wattbike testing and ultrasonography to ensure top of the range patient care.

Optimum's unaudited results for the year ended 31 December 2015 recorded total revenues of approximately £1.43m (12 months ended 31 December 2014: £1.41m) and a profit before tax of approximately £52,500 (12 months ended 31 December 2014: £74,000). The unaudited net assets of Optimum as at 31 December 2015 were approximately £368,000 (31 December 2014: £326,000).

ENDS

Contacts

Notes to Editors

Totally plc is focused on becoming the UK's leading provider of out of hospital care in community settings including GP surgeries, fitness centres and patients' homes, from diagnosis through to discharge. The Company is currently engaged in delivering its 'buy and build' expansion strategy, adding to the range of services provided by the Group through working with organisations that share its vision. By working to deliver sustainable self-care management and education, Totally's goal is to reduce ill health, healthcare reliance, re-admissions and emergency admissions.

Totally, via its subsidiaries, currently operates contracts with NHS England, several Clinical Commissioning Groups and other public and private sector organisations across England, delivering a wide range of healthcare services.

http://www.totallyplc.com/ 

Totally Health, a wholly owned subsidiary of Totally plc, provides an innovative model of medically driven, and personalised Clinical Health Coaching to help support patients with long-term health conditions, improve outcomes and reduce healthcare costs. The service delivers sustainable behavioural changes, enabling patients to be educated and confident to self-manage their conditions. This in turn aids long-term behavioural change and reduces healthcare reliance, re-admissions and emergency admissions. Totally Health provides the leading Clinical Health Coaching service in England to NHS patients via a number of programmes commissioned by Clinical Commissioning Groups, using a model that complements and supports existing health care pathways.

www.totallyhealth.com

About Health Limited, a wholly owned subsidiary of Totally plc, has been providing community based health services under contract to the NHS since 2009 and the company is CQC registered. They provide community dermatology services to 18 clinics across Lancashire, Dorset and Hampshire. From 2013 to 2015 About Health was shortlisted for the Primary/Community Care Provider of the Year award at the annual Health Investor Awards. About Health is headquartered in Blackburn, Lancashire. Totally completed the acquisition of About Health Limited on 15 June 2016.

http://abouthealthgroup.com/ 

Premier Physical Healthcare Limited, a wholly owned subsidiary of Totally plc, provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. They deliver physiotherapy and podiatry to NHS patients. Premier also has contracts with various police forces and prison sites; as well as providing occupational health and ergonomic services to corporate clients, such as display screen equipment assessments; post-injury return to work suitability assessments; podiatry treatment; and sports massage services. The business also has a network of clinics located in health and fitness centres. Totally completed the acquisition of Premier Physical Healthcare Limited on 1 April 2016.

www.premierphysicalhealthcare.co.uk

My Clinical Coach is a new direct-to-consumer health-coaching service for people with long-term health conditions. Individuals or their families can choose to subscribe to the service, which is a personal, professional, clinically-focused and patient-centered service, tailored for each individual. The service was initially launched in early 2016 and full launch took place in August 2016. My Clinical Coach is operated by Totally Health.

www.myclinicalcoach.com