Totally Regulatory News (TLY)

31 May 2019

Totally plc

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

Close of accelerated bookbuild and result of Placing to raise £9.0 million

Further to the announcement made earlier today, the Board of Totally is pleased to announce the completion of a placing of 90,000,000 new ordinary shares of 10 pence each in the Company (the "Placing Shares") at a price of 10 pence per Placing Share (the "Placing Price") to raise a total of £9.0 million (before expenses) (the "Placing"). 

The net proceeds of the Placing will be applied towards paying part of the consideration for the acquisition of Greenbrook Healthcare, as announced earlier today (the "Acquisition"). The Placing was supported by existing investors and new investors and was conducted through an accelerated bookbuild process.

The Placing is conditional, inter alia, on the approval of shareholders at a general meeting of the Company to be held on 19 June 2019 (the "General Meeting") of resolutions to provide authority to the Directors to issue and allot the Placing Shares, the Offer Shares, the Consideration Shares and to approve the Acquisition for the purposes of rule 14 of the AIM Rules for Companies. The Placing is also conditional on admission of the Placing Shares (and the re-admission of the Existing Ordinary Shares) to trading on AIM ("Admission"). Application will be made for the Placing Shares, the Offer Shares and the Consideration Shares to be admitted (and the Existing Ordinary Shares to be re-admitted) to trading on AIM and it is expected that Admission will take place at 8.00 a.m. on 20 June 2019.

The Placing Shares will represent, in aggregate, approximately 48.7 per cent. of the Enlarged Share Capital on Admission (on the assumption that the Open Offer to raise up to £1.0 million is fully subscribed).

The Placing Shares will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid in respect of the Ordinary Shares.

Further details regarding the background to the Acquisition and the Placing can be found in the Company's announcement made earlier today.

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the announcement made earlier today regarding the Placing and Acquisition (the "Placing Announcement"), unless the context provides otherwise.

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