Totally Regulatory News (TLY)

13 Apr 2010 15:00

13 April 2010 Totally Plc ('Totally'' or 'the Company'') Issue of warrants

Totally, the publisher and digital marketing agency, announces that it has today issued 32,424,153 warrants to Dan Assor, chief executive officer of the Company.

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, which is a premium of 163 per cent over the closing middle-market price on 12 April 2010.

At the date of this announcement, Dan Assor holds 2,554,214 ordinary shares, options over 5,450,000 ordinary shares and warrants over 41,504,786 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 132,637,165 ordinary shares, equivalent to 144 per cent. of the issued voting share capital of the Company, which are exercisable at exercise prices ranging from 1p to 5p per share.

In addition, there are currently options outstanding over 16,243,333 ordinary shares, equivalent to 17.66 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 warrants to Dan Assor is classified as a related party transaction. The directors, other than the Dan Assor, who is interested in the warrant issue, (the "Independent Directors"), who have consulted with Merchant John East Securities Limited, consider the terms of the issue of warrants to Dan Assor to be fair and reasonable insofar as the shareholders are concerned. In advising the Independent Directors, Merchant John East Securities Limited has relied upon their commercial assessment.

Mr Assor has confirmed that he does not intend to exercise any options and warrants over ordinary shares that would result in his holding being 30 per cent or more of the issued share capital from time to time.

For further information:

Totally plc www.totallyplc.com Dr Michael Sinclair, non-executive 020 7692 6929chairman Merchant John East Securities Limited Simon Clements/Virginia Bull 020 7628 2200