Totally Regulatory News (TLY)

16 March 2017

Totally plc 

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

Result of General Meeting and Open Offer, Issue of Equity and Total Voting Rights

Result of General Meeting and Open Offer and Issue of Equity

On 27 February 2017, Totally plc (AIM: TLY), the provider of a range of out-of-hospital services to the healthcare sector in the UK, announced the details of a proposed Placing and Open Offer to raise up to approximately £18.0 million (before expenses) at an issue price of 55 pence per New Ordinary Share.

The Placing is formed of: (i) a Firm Placing to raise approximately £0.75 million utilising the Company's existing share authorities put in place at the Company's annual general meeting held on 11 July 2016; and (ii) a Conditional Placing to raise approximately £16.25 million. The Company issued 1,363,636 New Ordinary Shares in respect of the Firm Placing on 2 March 2017.

The Directors are pleased to announce that at the General Meeting held earlier today, all the resolutions as set out in the circular to Shareholders dated 27 February 2017 (the "Circular") were duly passed.

The Open Offer, which closed for acceptances at 11.00 a.m. on 15 March 2017, raised gross proceeds of approximately £596,286. Valid acceptances were received in respect of 783,516 New Ordinary Shares pursuant to Qualifying Shareholders' Open Offer Entitlements and a further 300,640 New Ordinary Shares pursuant to the Excess Application Facility, representing a percentage take up of 59.6 per cent. of those new Ordinary Shares available under the Open Offer. Qualifying Shareholders who have validly applied for Offer Shares will receive their full Open Offer Entitlement. Shareholders that made an application under the Excess Application Facility will receive the Excess Shares they applied for in full.

Accordingly, the aggregate amount raised pursuant to the Placing and Open Offer is approximately £17.6 million (before expenses).

As set out in the Circular, the Chairman of the Company, Bob Holt, indicated that he intended to apply for his basic entitlement of New Ordinary Shares under the Open Offer. In line with all existing shareholders, Mr Holt will receive his full Open Offer Entitlement. Mr Holt did not apply for any Excess Shares under the Excess Application Facility. The number of Ordinary Shares subscribed for by Mr Holt under the Open Offer and Mr Holt's resultant shareholding is as follows:

Application has been made for the 1,084,156 New Ordinary Shares to be issued via the Open Offer (the "Open Offer Shares") and 29,545,455 New Ordinary Shares, to be issued via the Conditional Placing, to be admitted to trading on AIM. It is expected that Admission and dealings in the 30,629,611 New Ordinary Shares will commence at 8.00 a.m. on 17 March 2017.

Total Voting Rights

Following Admission of the Conditional Placing Shares and the Open Offer Shares, the issued ordinary share capital of the Company will consist of 52,007,326 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company is 52,007,326.

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.

The same definitions apply throughout this announcement as are applied in the Circular, copies of which are available on the Company's website, www.totallyplc.com.

ENDS

For further information please contact:

Notes to Editors

Totally plc is focused on becoming a leading UK provider of out of hospital care in community settings, GP surgeries and patients' homes, from diagnosis through to discharge. The Company is currently engaged in delivering its 'buy and build' expansion strategy, adding to the range of services provided by the Group through working with organisations that share its vision. By working to deliver sustainable self-care management and education, Totally's goal is to reduce healthcare reliance, re-admissions and emergency admissions.

Totally, via its subsidiaries, currently operates contracts with NHS England, several CCGs and other public and private sector organisations across England, delivering a wide range of healthcare services.

www.totallyplc.com 

Totally Health, a wholly owned subsidiary of Totally plc, provides an innovative model of medically driven, and personalised Clinical Health Coaching to help support patients with long-term health conditions, improve outcomes and reduce healthcare costs. The service delivers sustainable behavioural changes, enabling patients to be educated and confident to self-manage their conditions. This in turn aids long-term behavioural change and reduces healthcare reliance, re-admissions and emergency admissions. Totally Health provides a leading Clinical Health Coaching service in England to NHS patients via a number of programmes commissioned by CCGs, using a model that complements and supports existing health care pathways.

www.totallyhealth.com 

Premier Physical Healthcare Limited, a wholly owned subsidiary of Totally plc, provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. It delivers physiotherapy and podiatry to NHS patients and was awarded ISO27001 accreditation in November 2016. Premier also has contracts with various police forces and prison sites; as well as providing occupational health and ergonomic services to corporate clients, such as display screen equipment assessments; post-injury returns to work suitability assessments; podiatry treatment; and sports massage services. The business also has a network of clinics located in health and fitness centres. Totally completed the acquisition of Premier Physical Healthcare Limited on 1 April 2016.

www.premierphysicalhealthcare.co.uk

My Clinical Coach is a direct-to-consumer health-coaching service for people with long-term health conditions. Individuals or their families can choose to subscribe to the service, which is a personal, professional, clinically-focused and patient-centered service, tailored for each individual. The service was initially launched in early 2016 and full launch took place in August 2016. Totally Health operates my Clinical Coach.

www.myclinicalcoach.com 

About Health Limited, a wholly owned subsidiary of Totally plc, has been providing community based health services under contract to the NHS since 2009 and the company is CQC registered. They provide community dermatology services to 18 clinics across Lancashire, Dorset and Hampshire. From 2013 to 2015 About Health was shortlisted for the Primary/Community Care Provider of the Year award at the annual Health Investor Awards. About Health is headquartered in Blackburn, Lancashire. Totally completed the acquisition of About Health Limited on 15 June 2016.

www.abouthealthgroup.com 

Optimum Sports Performance Centre Limited, a wholly owned subsidiary of Totally plc, provides physiotherapy services in 24 towns across 10 counties in the UK. The ethos of the Company is to seek to over deliver on its services to allow its customers to get the best treatment pathway available. To underpin this philosophy, Optimum became one of the first physiotherapy providers in the UK to obtain ISO9001:2008 certification in 2013.

Optimum has a talented team of physiotherapists, strength and conditioning coaches and rehabilitation specialists to assist clients both in injury recovery and in training to prevent injuries occurring. Totally completed the acquisition of Optimum Sports Performance Centre Limited on 14 November 2016.

www.optimumsportsperformance.com