Last checked at 19 Jun 2019 11:26
19 June 2019
Totally plc
("Totally", the "Company" or the "Group")
Result of General Meeting and Open Offer, Issue of Equity, Acquisition of Greenbrook Healthcare and Directorate Change
Totally plc (AIM: TLY), a leading provider of a range of out of hospital services to the healthcare sector in the UK, is pleased to announce that further to its announcement of 31 May 2019, at the General Meeting held earlier today all resolutions were duly passed. Accordingly, the acquisition of Greenbrook Healthcare, the Placing and the Open Offer are expected to complete, conditional on Admission, on 20 June 2019.
Placing and Open Offer
The Open Offer closed for acceptances at 9.00 a.m. on 17 June 2019 in accordance with its terms. The Company therefore announces that it has received valid acceptances in respect of 7,390,939 Offer Shares from Qualifying Shareholders, including applications under the Excess Application Facility, representing approximately 74 per cent. of the Offer Shares offered. Accordingly, Qualifying Shareholders who have validly applied for Offer Shares will receive their full Open Offer Entitlement and any Offer Shares applied for under the Excess Application Facility.
As a consequence, the Company has conditionally raised approximately £9.74 million (before expenses) in aggregate through the Placing and Open Offer.
Issue of Equity, Admission and Total Voting Rights
A total of 122,390,939 Ordinary Shares are being issued and allotted pursuant to the Proposals comprising the Consideration Shares, the Placing Shares and the Offer Shares. The Consideration Shares, the Placing Shares and the Offer Shares are being credited as fully paid and will be identical to and rank pari passu in all respects with the Existing Ordinary Shares.
Application has been made to the London Stock Exchange for the enlarged issued share capital of 182,186,111 ordinary shares of 10 pence each in the Company to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 20 June 2019.
Following Admission, the issued share capital of the Company will consist of 182,186,111 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury.
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.
Director Appointment
As set out in the Admission Document, the appointment of Michael Steel to the Board of the Company as Executive Director will take effect from 20 June 2019.
Michael Steel is Chief Executive Officer of Greenbrook Healthcare and co-founded the business in 2007. Prior to Greenbrook Healthcare, Michael spent 14 years in strategy consulting as a partner for Roland Berger Strategy Consultants and as a project manager for Booz Allen and Hamilton where he focused on growth strategy. He also founded and built his own 30 person consulting firm which was successfully sold to Roland Berger. Michael has an MBA from INSEAD business school and a master's degree in Economics from Oxford University.
Michael Robert Steel, aged 49, holds and has held over the last five years the following directorships / partnerships:
Current Directorships/Partnerships | Past Directorships/Partnerships |
Edison Trust Limited Coleraine Residents Company Limited | Experts in Healthcare Products Limited |
Greenbrook Healthcare (Harrow) Limited Greenbrook Healthcare (Earl's Court) Limited Greenbrook Healthcare (Surrey) Limited Greenbrook Healthcare Limited Greenbrook Healthcare (Hounslow) Limited Greenbrook Capital LLP | |
Upon Admission, Michael Steel will have an interest in 7,676,851 Ordinary Shares equivalent to 4.21 per cent. of the issued share capital. This interest comprises his entitlement to 7,676,851 Consideration Shares as a registered member of Greenbrook Capital. It is anticipated that the 7,676,851 Consideration Shares will be transferred from Greenbrook Capital to Michael Steel shortly after Admission.
General Meeting
At the General Meeting held earlier today all resolutions were duly passed on a show of hands with the following table summarising proxy votes:
TOTAL VOTES FOR₁ | % OF VOTES CAST₂ | TOTAL VOTES AGAINST | % OF VOTES CAST₂ | TOTAL VOTES CAST (EXCLUDING VOTES WITHHELD) | VOTES WITHHELD₃ | |
ORDINARY RESOLUTIONS | ||||||
1. To approve the Acquisition. | 23,012,171 | 100.00 | 0 | 0.00 | 23,012,171 | 10,000 |
2. To authorise the Directors to allot shares. | 23,012,171 | 100.00 | 0 | 0.00 | 23,012,171 | 10,000 |
SPECIAL RESOLUTION | ||||||
3. To disapply pre-emption rights. | 22,985,033 | 99.97 | 6,100 | 0.03 | 22,991,133 | 31,038 |
Notes:
₁ Any proxy votes that were at the discretion of the Chairman are included in the "Total Votes For" each resolution
₂ Percentage of votes cast excludes Votes Withheld
₃ Votes Withheld are not votes in law and do not count in the number of votes counted for or against a resolution
The same definitions apply throughout this announcement, unless the context requires otherwise, as are applied in the Admission Document, published on 31 May 2019, and which is available on the Company's website, www.totallyplc.com
-ENDS-
For further information please contact:
Totally plc | 020 3866 3335 |
Wendy Lawrence, Chief Executive Bob Holt, Chairman
| |
Allenby Capital Limited (Nominated Adviser & Joint Corporate Broker) | 020 3328 5656 |
Nick Athanas Liz Kirchner
| |
Canaccord Genuity Limited (Joint Corporate Broker) | 020 7523 8000 |
Bobbie Hilliam Alex Aylen
| |
Yellow Jersey PR | 020 3004 9512 |
Georgia Colkin Joe Burgess |
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