Totally Regulatory News (TLY)

2 Jul 2008 12:22

2 July 2008

This announcement replaces the earlier announcement released at 7.00 a.m. today, which contained a typographical error.

Totally Plc ("Totally" or "the Company") Issue of Warrants

Totally, the publisher and internet service provider, announces that it has today issued 4,500,000 warrants to each of The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A. Korff of Boston ("the Rebbe"), director of the Company, Dr Michael Sinclair, Non-executive Chairman of the Company and a third party shareholder (collectively the "Guarantors").

The Warrants are being issued in recognition of the fact that the Guarantors have provided, and continue to provide, personal guarantees to Bank Hapoalim to support the Company's overdraft facility

The Warrants are exercisable three years from the date of issue for a period of 10 years at an exercise price of 1.25 pence per share, being the average of the closing middle-market prices of an Ordinary Share on 26, 27 and 30 June 2008.

At the date of this announcement, the directors hold the following;

The Rebbe; 27,014,000 Ordinary Shares

Warrants over 4,394,350 Ordinary Shares exercisable at 4.375 pence per share

Warrants over 2,000,000 Ordinary Shares exercisable at 2 pence per share

Warrants over 2,351,159 Ordinary Shares exercisable at 2.88 pence per share

Warrants over 4,500,000 Ordinary Shares exercisable at 1.25 pence per share

Dr Sinclair; 14,509,791 Ordinary Shares

Warrants over 1,166,666 Ordinary Shares exercisable at 5 pence per share

Warrants over 2,000,000 Ordinary Shares exercisable at 2 pence per share

Warrants over 2,351,159 Ordinary Shares exercisable at 2.88 pence per share

Warrants over 4,500,000 Ordinary Shares exercisable at 1.25 pence per share

Under the AIM Rules, the issue of the warrants is classified as a related party transaction. The directors, other than the Rebbe and Dr Michael Sinclair, who are interested in the warrant issue, (the "Independent Directors") who have consulted with John East & Partners Limited, consider the terms of the warrant issue to be fair and reasonable insofar as the shareholders are concerned. In advising the Independent Directors, John East & Partners Limited has relied upon their commercial assessment.

Following the new issues of warrants detailed above there are currently;

Warrants outstanding over 44,219,679 Ordinary Shares, equivalent to 39.32 per cent. of the issued voting share capital of the Company, which are exercisable at exercise prices ranging from 1.25 to 5 pence per share.

At the date of this announcement the Company has 112,447,934 ordinary voting shares in issue.

For further information:

Totally Plc www.totallyplc.com T: 020 7692 6929 Daniel Assor CEO John East & Partners Limited T: 020 7628 2200 David Worlidge / Simon Clements HB Corporate T: 020 7510 8654

Luke Cairns