Totally Regulatory News (TLY)

5 Dec 2012 11:01

5 December 2012 AIM: TLY Totally Plc ("Totally", "the Group" or "the Company") Warrant Placing

Totally Plc announces that it has today entered into a vendor placing agreement (the "Agreement"), whereby certain existing warrant holders have agreed to sell 113,676,6 81 warrants to subscribe for 113,676,6 81 new ordinary shares of 1p each in the Company (the "Warrants") to investors (the "Investors") procured by Optiva Securities Limited ("Optiva") at a purchase price of 0.2p per warrant.

Under the terms of the Agreement, Optiva will procure that the Investors exercise 56,838,341 of the Warrants to subscribe for 56,838,341 ordinary shares of 1p each on or before 3.00 p.m. on 14 December 2012 (or such later date as Optiva and the Company shall agree) (the "First Subscription") and 56,838,340 of the Warrants to subscribe for 56,838,34 0 ordinary shares of 1p each on or before 3.00 p.m. on 14 January 2013 (or such later date as Optiva and the Company shall agree) (the "Second Subscription"), (the "Vendor Placing"), at an exercise price of 1p per share. The Warrant holders include certain members of the board of directors (the "Vendors") (further details of which are given below).

As a result of the Vendor Placing the Company will raise just over £1.1m before expenses and simplify its capital structure.

Following completion of the Vendor Placing, 35,000,000 of the existing 148,676,6 81 warrants exercisable at 1p will remain outstanding, exercisable until 30 September 2013 together with 4,702,318 warrants exercisable at 2.88p until 10 April 2017. In accordance with the terms of the Agreement, Optiva will be granted 5,683,834 new warrants to subscribe for 5,683,834 new ordinary shares of 1p each in the Company, exercisable for a period of three years from the date of grant at a price of 1.2p per share, conditional upon completion of purchase of the Warrants and completion of both the First Subscription and the Second Subscription.

The Vendors and their respective Warrant holdings are as follows:

Date of Issue No. of Warrants Exercise Price (GBp) Dan Assor* 27 July 2009 9,080,633 1 Dan Assor* 13 April 2010 32,424,1 43 1 Benjamin Gritz** 22 April 2010 7,500,000 1 Grand Rabbi Y.A. Korff^ 2 July 2008 4,500,000 1 Andy Margolis* 27 July 2009 7,671,905 1 Andy Margolis* 22 April 2010 17,500,000 1 Michael Sinclair* 30 September 2008 35,000,000 1 113,367,6 81 * Director of Totally** Senior management of Totally

^ The exercise price of Grand Rabbi Y.A. Korff's warrant was amended, with the agreement of all warrant holders, from 1.25p to 1p.

The Vendor Placing constitutes a related party transaction within the meaning of the AIM Rules and accordingly the independent directors, being Clare Wexler and Don Baladasan for this purpose, having consulted with the Company's Nominated Adviser, Merchant Securities Limited, consider that the terms of the Vendor Placing are fair and reasonable insofar as the Shareholders are concerned.

Commenting on the Vendor Placing, Clare Wexler, Chief Executive Officer of Totally Plc, said:

"We are delighted that Optiva Securities has put together the warrant deal which allows us to rationalise the share structure of the Company and to provide working capital to deliver the new business strategy going forward."

For further information please contact:

Totally Plc T: 020 7284 9730Clare Wexler Chief Executive Officer Merchant Securities Limited (Nomad) T: 020 7628 2200Lindsay Mair/Richard Goldsmith Optiva Securities Limited (Broker) T: 020 3137 1902

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