Last checked at 21 Jan 2015 07:00
21 January 2015
Totally plc
("Totally" or "the Company")
Grant of Share Options
The Board of Totally (AIM: TLY), the provider of a range of services to the healthcare sector, announces the grant of 30,000,000 options to subscribe for new ordinary shares of 0.1 pence each in the Company (the "Options") to certain directors and senior management of the Company on 20 January 2015 (the "Grant Date"). 16,000,000 Options have been granted under the Company's existing Enterprise Management Incentive ("EMI") Scheme and 14,000,000 Options have been granted as unapproved share options.
The Options have an exercise price of 0.5 pence per share, a 66.7% premium to the closing mid-market price of 0.3 pence per ordinary share on 20 January 2015.
24,000,000 Options have been issued to existing directors of the Company representing 6.04% of the Company's current issued share capital. In addition, a further 6,000,000 Options have been issued to certain senior employees in the Company, representing 1.51% of the Company's current issued share capital.
The Options issued to directors are detailed below:
Name | Current number of Options held | Number of Options granted | Type of grant | Total number of Options now held | Per cent. of current issued share capital | Number of Ordinary Shares held | Number of Warrants held |
Dr. Michael Sinclair (Non-Executive Chairman)
| 0 | 5,000,000 | Unapproved share options | 5,000,000 | 1.26% | 19,731,792 | 833,334 |
Wendy Lawrence (Chief Executive Officer)
| 0 | 10,000,000 | EMI share option | 10,000,000 | 2.51% | 1,666,668 | 833,334 |
Andy Margolis (Executive Director)
| 5,125,000 | 3,000,000 | Unapproved share options | 8,125,000 | 2.04% | 4,438,770 | 833,334 |
Donald Baladasan (Finance Director)
| 0 | 6,000,000 | Unapproved share options | 6,000,000 | 1.51% | 6,778,000 | 0 |
Total | 5,125,000 | 24,000,000 | - | 29,125,000 | 7.32% | 32,615,230 | 2,500,002 |
The Options will vest over a two year period as to one third on the Grant Date and one third on the first and second anniversaries of the Grant Date respectively.
All Options granted are also subject to satisfaction of certain performance criteria, being: (i) the closing mid-market price of an ordinary share being 1.5 pence or above over a continuous 60 day trading period prior to exercise; and (ii) the Company reporting audited pre-tax profits in excess of £1.0 million for the year ended 31 December 2015 and £1.75 million for the year ended 31 December 2016. The Options only become exercisable when the performance criteria have been met and expire on the 3rd anniversary of the Grant Date.
Following the grant of the Options the total number of options outstanding to subscribe for new ordinary shares in the Company, as at the date of this announcement, is 35,125,000 representing 8.83% of the Company's current issued share capital of which 29,125,000, representing 7.32% of the Company's current issued share capital, are held by existing directors of Totally. In addition, as at the date of this announcement, there are warrants outstanding to subscribe for 142,763,001 new ordinary shares in the Company, equivalent to 35.90 per cent. of the current issued share capital of the Company, which are exercisable at exercise prices ranging from 0.6 pence to 1.2 pence.
For further information contact:
Totally Plc / Totally Health | 020 3077 2202 |
Wendy Lawrence, Chief Executive | |
Allenby Capital Limited (Nominated Adviser & Joint Broker) | 0203 328 5656 |
Nick Naylor / Nick Athanas / Alex Brearley | |
Optiva Securities Limited (Joint Broker) | 020 3137 1902 |
Christian Dennis / Jeremy King | |
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.
Share 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.