Totally Regulatory News (TLY)

27 September 2019

Totally plc

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

Notice of General Meeting

Totally plc (AIM:TLY), the provider of a range of out of hospital services to the healthcare sector in the UK, announces that later today the Company will post a notice of general meeting ("General Meeting") to shareholders. The General Meeting will be held at 9.30 a.m. on 15 October 2019 at the Company's registered office, Cardinal Square West, 10 Nottingham Road, Derby DE1 3QT. 

The purpose of the General Meeting is to seek the approval of shareholders to a reduction of the share capital of the Company, involving the cancellation of the Company's share premium account ("Capital Reduction"). The purpose of the Capital Reduction is to create distributable reserves to enable the Company to pay dividends or make distributions to its Shareholders and/or to undertake a buy back of its Ordinary Shares. 

A copy of the circular containing the Notice of General Meeting will shortly be available on the Company's website at www.totallyplc.com.

Extracts from the circular are set out below and should be read in conjunction with the full text of the circular.

Defined terms used in this announcement have the same meaning as set out in the circular.

For further information please contact:

Notes to Editors

Totally plc aims to become a 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. Out of hospital services include care in the community, GP surgeries, patients' homes, prisons and other public sector organisations, places of work as well as mobile locations and urgent care solutions.

The Company is currently engaged in delivering a progressive buy and build consolidation strategy within the UK's fragmented healthcare market and looks to further 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.

www.totallyplc.com 

Premier Physical Healthcare and Optimum Physiotherapy - occupational physiotherapy to NHS, prisons and the police force as well as private clients 

Wholly owned subsidiaries of Totally plc, providing a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. The businesses deliver physiotherapy and podiatry to NHS patients, have contracts with various police forces and prison sites and provide occupational health and ergonomic services to corporate and private clients. Totally completed the acquisition of Premier Physical Healthcare Limited on 1 April 2016 and Optimum Sports Performance Centre Limited on 14 November 2016.

www.premierphysicalhealthcare.co.uk

www.optimum-hcs.com 

About Health Limited - provider of community based dermatology services and referral management services

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 

Vocare Limited - leading UK urgent care provider 

A wholly owned subsidiary of Totally plc, the Vocare Group is one of the leading national specialist providers of urgent care services in the country. Headquartered in Newcastle upon Tyne, it provides innovative healthcare services to approximately 9.2 million patients across the UK through urgent care centres, GP out-of-hours services, integrated urgent care centres and the NHS 111 service - working in close collaboration with the NHS and other healthcare providers in local areas nationwide. Totally completed the acquisition of Vocare Limited on 24 October 2017.

www.vocare.org.uk 

Greenbrook Healthcare - leading provider of NHS urgent care centres

A wholly owned subsidiary of Totally plc, Greenbrook Healthcare is an innovative primary care organisation caring for NHS patients across London and the home counties. The business delivers services for NHS patients in a growing number of GP Practices, Walk-in Centres, Urgent Care Centres and community services. Totally completed the acquisition of Greenbrook Healthcare on 20 June 2019.

www.greenbrook.nhs.uk 

1. Background to, and reasons for, the Capital Reduction

As at 31 March 2019, the Company had retained losses of £4,252,262.42 and continues to have a negative distributable reserves position meaning that it is unable to declare dividends or make distributions to Shareholders or buy back its Ordinary Shares.

The Company has, however, built up a substantial Share Premium Account through the issue of shares for cash at values in excess of the nominal value of those shares. As at the date of this announcement, the balance standing to the credit of the Share Premium Account is £16,408,326.07. This share premium account constitutes a non-distributable reserve for the purposes of the Companies Act. The Company is therefore seeking the approval of Shareholders to cancel the Share Premium Account in its entirety which, subject to the confirmation of the High Court, will enable the Company to eliminate the retained losses and create distributable reserves equal to the balance.

The distributable reserves will be available for the Directors to use for the purposes of paying dividends or making distributions and/or undertaking a buy back of its Ordinary Shares, should circumstances in the future make it desirable to do so.

Further details of the Capital Reduction are set out in the paragraphs below.

2. Capital Reduction - Share Premium Account

Share premium is treated as part of the capital of a company and arises on the issue by a company of shares at a premium to their nominal value. The premium element is credited to the share premium account.

The share premium account is a non-distributable capital reserve and a company's ability to use any amount credited to that reserve is limited by the Companies Act. However, with the approval of its shareholders by way of a special resolution and subsequent confirmation by the High Court, a company may reduce or cancel its share premium account and in certain circumstances either return all or part of the sum arising to shareholders as a return of capital, or credit some or all of such sum arising to its profit and loss account.

To the extent that the release of such a sum from the share premium account creates or increases a credit on the profit and loss account, that sum represents a company's distributable reserves.

As mentioned above, the cancellation of the Share Premium Account will eliminate the Company's retained losses and create distributable reserves equal to the balance.

3. Capital Reduction - Procedure

In order to effect the Capital Reduction, the Company firstly requires the authority of its Shareholders by the passing of the Resolution at the General Meeting to approve the cancellation of the Share Premium Account.

Secondly, the Capital Reduction must be confirmed by the High Court, to which the Company will make an application if the Resolution is passed. The Court Hearing to confirm the Capital Reduction is expected to be held on 5 November 2019. Shareholders will have the right to attend the Court Hearing in person or through counsel or other suitably qualified persons to support or oppose the sanction of the Capital Reduction.

The Capital Reduction will then take effect when the Court Order confirming it, and a statement of capital approved by the High Court, have been delivered to and registered by the Registrar of Companies. The Effective Date of the Capital Reduction is currently expected to be 5 November 2019 (or otherwise within a few working days after the Court Hearing, which is currently expected to be on or around 5 November 2019).

In order to approve the Capital Reduction, the High Court will need to be satisfied that the interests of the Company's creditors will not be prejudiced by the Capital Reduction. The Company will have to give such undertakings or other forms of creditor protection as the High Court may require (if any) for the benefit of the Company's creditors at the date on which the Capital Reduction becomes effective. These may include seeking the consent of the creditors to the cancellation of the Share Premium Account or the provision by the Company to the High Court of an undertaking to deposit a sum of money into a blocked account created for the purposes of discharging creditors of the Company.

The Board reserves the right (where necessary by application to the High Court) to abandon, discontinue or adjourn any application to the High Court for confirmation of the Capital Reduction, and hence the Capital Reduction itself, if the Board believes that the terms required to obtain confirmation are unsatisfactory to the Company or if as the result of any material unforeseen event the Board considers that to continue with the Capital Reduction is inappropriate or inadvisable.

4. Effect of the Capital Reduction

If approved by Shareholders and confirmed by the High Court, the Capital Reduction will result in the creation of distributable reserves which will allow the Company to pay dividends or make distributions and/or undertake a buy back of its Ordinary Shares in due course, should it be appropriate or desirable to do so. The Capital Reduction will not affect the number of Ordinary Shares in issue, the nominal value per Ordinary Share or the voting or dividend rights of any Shareholder.

5. The General Meeting

Set out at the end of the circular is a notice convening the General Meeting to be held on 15 October 2019 at the Company's registered office, Cardinal Square West, 10 Nottingham Road, Derby DE1 3QT at 9.30 a.m., at which the Resolution will be proposed for the purposes of approving the Capital Reduction.

The Resolution, which will be proposed as a special resolution, is to cancel the total amount standing to the credit of the Share Premium Account of the Company, being £16,408,326.07 as at the date of this announcement. As a special resolution, the Resolution requires votes in favour representing 75 per cent. or more of the votes cast (in person or by proxy) at the General Meeting in order to be passed.

6. Action to be taken

A Form of Proxy for use in connection with the General Meeting accompanies the circular. Whether or not you intend to be present at the General Meeting, you are requested to complete, sign and return the Form of Proxy in accordance with the instructions thereon to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, as soon as possible, but in any event so as to be received by no later than 9.30 a.m. on 11 October 2019, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting (excluding non-working days).

If you hold your shares in uncertificated form in CREST, you may appoint a proxy or proxies by utilising the CREST electronic proxy appointment service in accordance with the procedures described in the CREST Manual as set out in the Notice of General Meeting at the end of the circular. Proxies submitted via CREST must be received by Share Registrars Limited (ID 7RA36) no later than 9.30 a.m. on 11 October 2019, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting (excluding non-working days). The appointment of a proxy using the CREST electronic proxy appointment service will not preclude a Shareholder from attending and voting in person at the General Meeting should they wish to do so.

7. Recommendation

The Directors consider that the proposal to be considered at the General Meeting is in the best interests of the Company and its shareholders as a whole and is most likely to promote the success of the Company. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings currently amounting to 5.17 per cent. of the issued share capital of the Company.