Totally Regulatory News (TLY)

12 December 2022

Totally plc

("Totally" or "the Company")

Payment of further consideration pursuant to the acquisition of Pioneer Health Care Limited

On 7 March 2022, Totally plc (AIM: TLY), a leading provider of frontline healthcare services, corporate fitness and wellbeing services across the UK and Ireland, announced the acquisition of the entire issued share capital of Pioneer Health Care Limited ("Pioneer" or "Pioneer Healthcare"), an established independent provider of specialist NHS secondary care services ("Acquisition").

The maximum total consideration for the Acquisition is £13.0 million ("Consideration"), on a cash-free and debt-free basis, payable 80% in cash and the remaining 20% by the issue of new ordinary shares of 10 pence each in Totally ("Ordinary Shares"). £6.9 million of the Consideration was paid, on a cash-free and debt-free basis, to the vendors of Pioneer on completion of the Acquisition in March 2022 ("Completion") through a cash payment of £5.52 million and the issue of 4,246,154 new Ordinary Shares at 32.5 pence per Ordinary Share (the "Issue Price"), equivalent to £1.38 million. Totally agreed to pay up to a further £6.1 million on a deferred basis, subject to Pioneer achieving certain EBITDA targets for the year ended 31 March 2022. 

Further details on the deal structure, including details of the payments made at Completion on account of the debt-free/cash-free adjustment, are detailed in the announcement released by the Company on 7 March 2022.

The Board of Totally is pleased to report that, based on Pioneer's achievement of certain EBITDA targets for the year ended 31 March 2022, the maximum deferred consideration of £6.1 million has become payable to the vendors of Pioneer. £4.88 million has been settled in cash from the Company's existing cash resources and the remaining £1.22 million is being settled through the issue of 3,753,846 new Ordinary Shares (the "Deferred Consideration Shares") at the Issue Price. The calculation of the deferred consideration is in accordance with the terms of the acquisition agreement entered into between Totally and the vendors of Pioneer Healthcare on 5 March 2022 (the "Acquisition Agreement").

In addition, a further £0.33 million is payable to the vendors of Pioneer pursuant to the completion accounts adjustment process. £0.26 million of this has been paid to the vendors in cash, from the Company's existing cash resources, and a further 20% of the completion accounts adjustment, totalling £0.07 million, is being settled through the issue of 201,577 new Ordinary Shares (the "Additional Consideration Shares") at the Issue Price.

The Deferred Consideration Shares and the Additional Consideration Shares are subject to a 12-month lock-in from the date of issue and will be subject to a further 12-month orderly marketing restriction.

Proposed director shareholding

Pursuant to the announcement made by the Company on 30 November 2022, Mr John McMullan is being appointed to the Board of Totally as Medical Director with effect from 1 January 2023. Mr John McMullan has been issued with 1,299,159 new Ordinary Shares as part of the further consideration payable for Pioneer Healthcare. From Admission, Mr John McMullan will hold, in aggregate, 2,917,929 Ordinary Shares in the Company which will represent approximately 1.53% of the enlarged issued share capital of the Company.

Admission to AIM

Application has been made to the London Stock Exchange for 3,955,423 new Ordinary Shares (comprising the Deferred Consideration Shares and the Additional Consideration Shares) to be admitted to trading on AIM ("Admission"). It is expected that Admission will occur, and dealings will commence in the 3,955,423 new Ordinary Shares, at 8:00 a.m. on or around 13 December 2022.

The Deferred Consideration Shares and the Additional Consideration Shares rank pari passu in all respects with the existing Ordinary Shares of the Company and therefore will rank equally for all dividends or other distributions declared, made or paid after the date of issue.

Total Voting Rights

Following Admission, the Company's enlarged issued ordinary share capital will comprise 191,330,053 Ordinary Shares, with one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is now 191,330,053.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Wendy Lawrence, CEO of Totally plc, said: "On behalf of the Board, it is very pleasing to confirm that Pioneer Healthcare delivered beyond our expectations and therefore achieved the full deferred consideration amount, agreed at the time of the Acquisition. The team at Pioneer has integrated well into Totally and continues to contribute to our continued growth. This Acquisition has enabled us to provide vital additional support to our NHS commissioners and Trusts and continues to strengthen our position as a trusted partner."

For further information, please contact:

Notes to editors

Totally is a leading provider of healthcare and wellbeing services across the UK and Ireland, working in partnership with the NHS, other healthcare providers and corporate customers to help address the challenges of increased demand for healthcare services.

The Company is committed to pursuing a progressive buy-and-build consolidation strategy within the fragmented healthcare market and looks to capitalise on the attractive opportunities that its disruptive service model offers to generate value to shareholders.

Totally helps healthcare commissioners and hospitals ensure patients can access the most appropriate care quickly and efficiently by delivering quality urgent care services, such as NHS 111 and urgent treatment centres and elective care services, such as community dermatology clinics and first contact practitioner. Totally also delivers additional clinical capacity through insourcing and outsourcing arrangements to trusts and hospitals tackling growing waiting lists. Our corporate customer services also play a role in reducing reliance on healthcare by promoting healthy lifestyles and physical and mental health.

Totally Urgent Care

Totally Urgent Care is made up of Vocare and Greenbrook Healthcare. Both businesses have a strong heritage. Vocare was established in 1996 as Northern Doctors Urgent Care to provide urgent care services in the North of England and continues to deliver urgent treatment centres and GP Out of Hours services across the North of England as well as national support for NHS 111. Greenbrook was established in 2006 and cares for NHS patients across London and the home-counties through the delivery of urgent treatment centres.

Totally Planned Care

Totally Planned Care is made up of About Health and Premier Physical Healthcare. The businesses are focused on giving patients access to the right care quickly, reducing pressure on other NHS services and, ultimately, reducing waiting lists. About Health has been delivering community-based specialist care with a focus on delivering prompt assessment and treatment across the country since 2008. Premier Physical Healthcare, established in 2007, provides high quality physiotherapy and podiatry to NHS patients, often within a community GP practice, and to the prison service.

Pioneer Health Care

Pioneer Health Care was established in 2007 and has grown under the direction of three senior NHS consultants. Pioneer delivers a wide range of acute services to NHS patients, in partnership with independent healthcare sector private hospitals across England, to help the NHS reduce waiting lists whilst maintaining patient care and quality. Pioneer can offer services through insourcing and outsourcing agreements and through its Any Qualified Provider status. Totally Healthcare, Totally's insourcing business, which was launched in 2019 and previously made up Totally's insourcing division, was incorporated into Pioneer in 2022 following its acquisition.

Energy Fitness Professionals ("EFP")

EFP is a corporate fitness provider established in 1990 to address a gap in the market for workplace fitness, which has grown to offer a range of services covering workplace wellbeing. EFP manages 58 gyms on behalf of its corporate customers, with more than 11,500 members.

More information can be found at:

www.totallyplc.com