Last checked at 26 Sep 2013 10:35
Totally plc
("Totally" or the "Company")
Result of General Meeting and Directors' Interests
The Board of Totally is pleased to announce that at the Company's general meeting held earlier today all resolutions were duly passed.
Accordingly the conditional Placing and proposed Share Capital Reorganisation, originally announced on 10 September 2013, are now unconditional in all respects save for admission to trading on AIM of the Enlarged Share Capital (including admission of the 205,624,615 new Ordinary Shares pursuant to the Share Capital Reorganisation). Further details of the Placing and the Share Capital Reorganisation are set out in the circular dated 10 September 2013 and sent to shareholders of Totally.
Application has been made to AIM for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence in the Enlarged Share Capital at 8.00 a.m. on 27 September 2013.
Following Admission the Company's issued share capital will consist of 317,617,450 ordinary shares of 0.1 pence, each share carrying the right to one vote, and 226,124,615 deferred shares of 0.9 pence each, which carry no voting entitlement and which will not be listed. The total number of voting rights in the Company will therefore be 317,617,450.
Following Admission the Directors' interest in the Ordinary Shares of the Company will be as follows:
Director | Holding of Existing Ordinary Shares prior to the Proposals | Placing particip-ation | Directors' Issue Shares | Following the Proposals | ||||
Existing Ordinary Shares | % | Placing Shares | Amount of unpaid fees | New Ordinary Shares in lieu of unpaid fees | Total number of New Ordinary Shares held | % of the Company's issued Ordinary Shares | Number of Placing Warrants held | |
Dr. Michael Sinclair | 14,509,791 | 7.1 | 833,334 | £26,332.00 | 4,388,667 | 19,731,792 | 6.2 | 833,334 |
Wendy Lawrence | - | - | 833,334 | £5,000.00 | 833,334 | 1,666,668 | 0.5 | 833,334 |
Donald Baladasan | - | - | - | £30,000.00 | 5,000,000 | 5,000,000 | 1.6 | - |
Andrew Margolis | 2,772,102 | 1.3 | 833,334 | £5,000.00 | 833,334 | 4,438,770 | 1.4 | 833,334 |
George Rolls | 3,958,590 | 1.9 | 1,875,000 | £5,625.00 | 937,500 | 6,771,090 | 2.1 | 1,875,000 |
Total | 21,240,483 | 10.3 | 4,375,002 | £71,957.00 | 11,992,835 | 37,608,320 | 11.8 | 4,375,002 |
Wendy Lawrence, CEO, commented:
"We are pleased that shareholders and new investors have supported us in this funding round which we believe is a positive endorsement of Totally's business model. With this additional funding we are better placed to grow our existing business and secure new contracts. We are in negotiations on a number of contracts for Totally Health and Totally Communications and are hopeful of being able to update shareholders in this regard in the near future."
Definitions used within this announcement are the same as those contained within both the circular in relation to the Placing published on 10 September 2013 and the announcement of the same date.
For further information please contact:
Totally Plc | Tel: 020 7284 9730 |
Wendy Lawrence / Don Baladasan | |
Allenby Capital Limited (Nominated Adviser & Joint Broker) | Tel: 020 3328 5656 |
Mark Connelly/ Nick Athanas | |
Optiva Securities Limited (Joint Broker) | Tel: 020 3137 1902 |
Christian Dennis / Jeremy King |