Totally Regulatory News (TLY)

01 June 2017

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

Payment of initial tranche of deferred consideration pursuant to the acquisition of Optimum Sports Performance Centre Limited

On 15 November 2016 Totally plc (AIM: TLY), the provider of a range of out-of-hospital services to the UK healthcare sector, announced the acquisition of the entire issued share capital of Optimum Sports Performance Centre Limited ("Optimum"), an established provider of physiotherapy services in the UK.

The maximum consideration for the acquisition of Optimum is £650,000, based on its financial performance. The initial consideration, payable to the vendors of Optimum on completion, was satisfied through a cash payment of £400,000 (the "Initial Payment"). Under the acquisition agreement entered into between Totally and the vendors of Optimum on 14 November 2016, there are a further two potential deferred payments payable based on the financial performance of Optimum for the years ended 31 December 2016 and 31 December 2017. Further details on the deal structure are detailed in the announcement released by the Company on 15 November 2016.

The Board of Totally is pleased to report that the first deferred payment was completed on 1 June 2017. Optimum's financial performance for the first earn-out period ended 31 December 2016 has been in line with the Board's expectations and this has resulted in a payment of £85,453 in cash being made to the vendors of Optimum (the "Y1 Payment"). The Y1 Payment has been calculated on the basis of 100% of the audited EBITDA of Optimum for the year ended 31 December 2016.

Wendy Lawrence, CEO of Totally, commented: "Since our acquisition of Optimum in November 2016 the business has performed strongly and as such we are pleased to be able to announce the payment of this initial tranche of the deferred consideration. By basing our earn out agreement for the acquisition around financial performance we have been able to ensure alignment between the Optimum team and the goals of the wider group.

"Optimum's integration has added new services and strategic options to the wider Group and provided significant incremental revenue opportunities. Its performance to date has demonstrated Totally's ability to successfully acquire and incorporate high quality businesses that share its vision for out of hospital healthcare as part of our core buy-and-build strategy. We look forward to updating the market as we progress this strategy further."

ENDS

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Notes to Editors

Totally plc aims to become the leading 'out of hospital' healthcare service provider in the UK, helping to address some of the biggest challenges faced by the UK healthcare sector. By working to deliver preventative and responsive care through its subsidiaries across multiple disciplines, Totally's goal is to improve people's health, reduce healthcare reliance, re-admissions and emergency admissions.

Totally, via its subsidiaries, operates within the UK's outsourced healthcare market, estimated to be worth in excess of £20bn per year for the NHS alone. These services include care in the community, GP surgeries, patents' homes, prisons and other public sector organisations, places of work as well as mobile locations.

The Company is currently engaged in delivering a progressive 'buy and build' consolidation strategy within the UK's fragmented healthcare market and raised £17 million in February 2017 to capitalise on the attractive opportunities that its disruptive, outcome-based, outsourced healthcare service model offers, to ultimately deliver value to shareholders as it continues to build critical mass in 2017 and beyond.

www.totallyplc.com 

Premier Physical Healthcare - occupational physiotherapy to NHS, prisons and the police force (acquired April 2016)

A wholly owned subsidiary of Totally plc, provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. It delivers physiotherapy and podiatry to NHS patients and 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 returns to work suitability assessments; podiatry treatment; and sports massage services. Totally completed the acquisition of Premier Physical Healthcare Limited on 1 April 2016.

www.premierphysicalhealthcare.co.uk

About Health Limited - provider of community based dermatology services and referral management services (acquired June 2016)

A wholly owned subsidiary of Totally plc and a leading provider of dermatology and referral management services to the NHS in the UK. About Health has been providing community based health services under contract to the NHS since 2009 and the company is CQC registered. Totally completed the acquisition of About Health Limited on 15 June 2016.

www.abouthealthgroup.com 

Optimum Sports Performance Centre Limited - providing physiotherapy to private markets (acquired November 2016)

A wholly owned subsidiary of Totally plc, provides physiotherapy services in 24 towns across 10 counties in the UK. 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 became one of the first physiotherapy providers in the UK to obtain ISO9001:2008 certification in 2013. Totally completed the acquisition of Optimum Sports Performance Centre Limited on 14 November 2016.

www.optimumsportsperformance.com 

Totally Health - clinical health coaching via B2B model to the NHS and the private sector 

A wholly owned subsidiary of Totally plc, provides an innovative model of medically driven, and personalised Clinical Health Coaching to educate patients and give them confidence to self-manage their conditions. The service supports the management of long term conditions in patients such as chronic obstructive pulmonary disease (COPD), diabetes and wider wellness issues such as smoking cessation and obesity management.

www.totallyhealth.com 

My Clinical Coach - direct-to-consumer health-coaching service and a part of Totally Health

It covers all health conditions and is targeted at patients with either a diagnosed long-term condition or patients who are looking for support to improve their health. 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.

www.myclinicalcoach.com