Totally Regulatory News (TLY)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Totally plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Hamilton House

Mabledon Place

London

WC1H 9BB

United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.totallyplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Totally plc ("Totally" or the "Company") is a provider of a range of out-of-hospital services to the healthcare sector in the UK, both to the NHS and the private sector, to help patients access healthcare services quickly, to understand healthcare options better to promote self-care and to support the NHS to manage demand across its services and to promote NHS policy of working in partnership to deliver integrated services aimed at keeping people out of hospital. The Company achieves this principally through its four existing business divisions and has a stated 'buy and build' strategy in the UK out-of-hospital healthcare sector. The Company's main country of operation is the UK.

The Company has conditionally agreed to acquire the entire issued share capital of Vocare Limited ("Vocare") for a maximum consideration of £11 million on a cash free and debt free basis (the "Acquisition"). The total consideration is being satisfied through:

(i) the payment of £6.5 million in cash on completion of the Acquisition, funded from the Company's existing cash resources;

(ii) the issue of 7,306,889 new ordinary shares at 47.9 pence per share to the vendors of Vocare ("Share Consideration"); and

(iii) deferred cash consideration of up to £1.0 million may be payable subject to the achievement of an earn out based on the EBITDA of Vocare for the year ended 31 March 2018.

Vocare is incorporated and registered in England and Wales and is a provider of integrated urgent care services to the NHS throughout the UK. The services provided by Vocare include urgent care centres, GP out-of-hours services, the NHS 111 service and integrated urgent care services. Other services provided include emergency dental and pharmacy services. Vocare's main country of operation is the UK.

Pursuant to Rule 14 of the AIM Rules for Companies, the Acquisition constitutes a reverse takeover. Shareholder approval for the Acquisition is being sought at a general meeting convened for 23 October 2017.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

59,795,172 ordinary shares of 10p each ("Ordinary Shares") including 7,306,889 Ordinary Shares to be issued at 47.9p per share on admission to AIM pursuant to the Share Consideration.

No shares are held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: N/A

Anticipated market capitalisation on Admission: £28.70 million (based on the closing mid-market share price on 21 July 2017)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

15.04 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Proposed Director:

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 March

(ii) With respect to Totally, 30 June 2017 (unaudited interim financial information)

With respect to Vocare, 31 March 2017 (audited full year financial information)

(iii) 31 March 2018 (unaudited interim report for the six months ended 31 December 2017)

30 September 2018 (annual report for the 15 month period ended 31 March 2018)

31 December 2018 (unaudited interim report for the six months ended 30

September 2018)

EXPECTED ADMISSION DATE:

24 October 2017

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

5 St. Helen's Place

London

EC3A 6AB

United Kingdom

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited

5 St. Helen's Place

London

EC3A 6AB

United Kingdom

Cenkos Securities plc

6-8 Tokenhouse Yard

London

EC2R 7AS

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of the admission document, which will contain full details about the Company and the admission of its securities, will be available from the registered office of the Company and at the offices of Allenby Capital Limited, 5 St. Helen's Place, London EC3A 6AB during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of one month from the date of admission.

The admission document will also be available to download from the Company's website www.totallyplc.com

DATE OF NOTIFICATION:

6 October 2017

NEW/ UPDATE:

NEW