Totally Regulatory News (TLY)

27 Jul 2009 13:57

27 July 2009 Totally Plc ("Totally'' or "the Company'') Issue of options and warrants

Totally, the publisher and internet service provider, announces that it has today issued 5,000,000 warrants and 1,500,000 options to each of Dan Assor, chief executive officer of the Company, and Andrew Margolis, managing director of the Company's trading subsidiary, Totally Communications Limited.

Furthermore, owing to the exercise price of all of the options and warrants previously issued to Dan Assor and Andrew Margolis (ranging from 1.5p to 4.38p per share) being significantly above the current share price, the Company has agreed to cancel all the options and warrants issued to them and to replace the cancelled options and warrants, by issuing 3,950,000 options and 4,080,633 warrants to Dan Assor and 3,625,000 option and 2,671,905 warrants to Andrew Margolis.

The warrants are exercisable immediately from the date of issue for a period of 10 years at an exercise price of 1p per share, being the nominal value of the Company's ordinary shares. In addition, the options are exercisable immediately from the date of issue for a period of 10 years at an exercise price of 1p per share, being the nominal value of an Ordinary Share, which is a premium of 163 per cent. over the closing middle-market price on 24 July 2009.

At the date of this announcement, Dan Assor holds 2,544,214ordinary shares, options over 5,450,000 ordinary shares and warrants over 9,080,633 ordinary shares all of which are exercisable at 1p per share. Andrew Margolis holds 3,147,102 ordinary shares, options over 5,125,000 ordinary shares and warrants over 7,671,905 ordinary shares all of which are exercisable at 1p per share

Following the issue of the new warrants detailed above there are warrants outstanding over 100,123,013 ordinary shares, equivalent to 109per cent. of the issued voting share capital of the Company, which are exercisable at exercise prices ranging from 1p to 5p per share.

Following the issue of the new options detailed above, there are options outstanding over 15,243,333 ordinary shares, equivalent to 17 per cent. of the issued voting share capital of the Company, which are exercisable at exercise prices ranging from 1p to 5p per share.

At the date of this announcement the Company has 91,947,934 ordinary voting shares in issue.

Under the AIM Rules, the issue of the options and warrants to Dan Assor and Andrew Margolis is classified as a related party transaction. The directors, other than the Dan Assor, who is interested in the option and warrant issue, (the "Independent Directors"), who have consulted with John East & Partners Limited, consider the terms of the issue of options and warrants to Dan Assor and Andrew Margolis 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.

For further information:

Totally Plc www.totallyplc.com Dr Michael Sinclair, non-executive 020 7692 6929

chairman John East & Partners Limited Simon Clements 020 7628 2200 Virginia Bull