AIM Schedule One - Totally Plc (7668A)
31 Maggio 2019 - 12:30PM
UK Regulatory
TIDMTLY
RNS Number : 7668A
AIM
31 May 2019
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) :
Cardinal Square First Floor - West, 10 Nottingham Road, Derby,
England, DE1 3QT
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://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. The Company is focused on becoming a leading provider
in this sector which the Directors believe to be worth in excess
of GBP20 billion per annum with spending on out-of-hospital
healthcare set to increase rapidly (Sources: NHS Long Term
Plan published in January 2019, Integrated Urgent Care Service
Specification published in August 2017 and the Chancellor's
2018 budget which included additional funding for outsourced
NHS services).
Out-of-hospital healthcare includes urgent care (unplanned
care), primary care and outpatient services. These services
are provided in GP surgeries and community settings, in prisons
and other public organisations, as well as to private sector
organisations. The Company is currently engaged in delivering
a progressive buy and build consolidation strategy within the
UK's fragmented healthcare market.
The Company has conditionally agreed to acquire Greenbrook
Healthcare, a leading provider of NHS urgent care centres across
London. The total consideration for the Acquisition is GBP11.5
million on a cash free and debt free basis, with a normalised
level of working capital (the "Acquisition").
The total consideration is being satisfied through:
(i) the payment of GBP9.0 million in cash on completion of
the Acquisition funded by the net proceeds of a placing, an
open offer and the Company's existing cash resources; and
(ii) the issue of 25,000,000 new ordinary shares at 10 pence
per share to the vendors of Greenbrook Healthcare, being Greenbrook
Capital LLP.
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
19 June 2019.
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):
184,761,034* ordinary shares of 10p each ("Ordinary Shares")
comprising:
- 59,795,172 Ordinary Shares in issue
- 90,000,000 Ordinary Shares to be issued at 10p per share
pursuant to the placing
- 25,000,000 Ordinary Shares to be issued at 10p per share
pursuant to the Acquisition (the "Consideration Shares")
- 9,965,862* Ordinary Shares to be issued at 10p per share
pursuant to an open offer to raise up to GBP1.0 million (the
"Open Offer")
* on the assumption that the Open Offer is fully subscribed
No shares are held in treasury.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: GBP9.0 million pursuant
to the placing and up to GBP1.0 million pursuant to the Open
Offer
Anticipated market capitalisation on admission to AIM: approximately
GBP18.5 million (based on the placing price and on the assumption
that the Open Offer is fully subscribed)
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
30.8%*
* on the assumption that the Open Offer is fully subscribed
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE 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):
Robert (Bob) Holt OBE (Chairman)
Wendy Jayne Lawrence (Chief Executive Officer)
Lisa Barter-Ng (Finance Director)
Gloria Ann Cooke (Clinical Quality Director)
Anthony (Tony) Rhys Bourne (Non-Executive Director)
Michael (Mike) Greig Rogers (Non-Executive Director)
Michael Robert Steel (proposed Executive 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):
Shareholder Percentage of
existing ordinary
share capital
held before Admission
Unicorn Asset Management Limited 9.63
David and Monique Newlands 8.35
Legal & General Investment Management 7.64
Killik & Co LLP 5.85
Seneca Partners Limited 5.64
Columbia Threadneedle Investments 5.54
Royal London Asset Management
Limited 4.68
Shareholder Percentage of
enlarged ordinary
share
capital held on
Admission*
Miton Asset Management Limited 16.13
Greenbrook Capital LLP** 13.53
Cavendish Asset Management
Limited 8.12
Columbia Threadneedle Investments 5.58
David & Monique Newlands 5.30
Legal & General Investment
Management 4.64
Michael Steel*** 4.16
Liontrust Investment Partners
LLP 3.25
Unicorn Asset Management Limited 3.12
Daniel Annetts**** 3.04
* on the assumption that the Open Offer is fully subscribed
** Following Admission, Greenbrook Capital LLP intends to distribute
the Consideration Shares to its registered members
*** The interest of Michael Steel in the share capital of Totally
on Admission comprises his entitlement to 7,676,851 Consideration
Shares as a registered member of Greenbrook Capital LLP
**** The interest of Daniel Annetts in the share capital of
Totally on Admission comprises his entitlement to 5,619,596
Consideration Shares as a registered member of Greenbrook Capital
LLP
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 plc, 30 September 2018 (unaudited
interim financial information)
with respect to Greenbrook, 31 October 2018 (unaudited interim
financial information)
(iii) 30 September 2019 (annual report for the year ended 31
March 2019)
31 December 2019 (interim report for the period ended 30 September
2019)
30 September 2020 (annual report for the year ended 31 March
2020)
EXPECTED ADMISSION DATE:
20 June 2019
NAME AND ADDRESS OF NOMINATED ADVISER:
Allenby Capital Limited
5 St. Helen's Place
London
EC3A 6AB
NAME AND ADDRESS OF BROKER:
Allenby Capital Limited
5 St. Helen's Place
London
EC3A 6AB
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
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:
The admission document is available to download from the Company's
website www.totallyplc.com and will be posted to shareholders.
The admission document contains full details about the Company
and the admission of its securities.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
31 May 2019
NEW/ UPDATE:
New
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END
PAAABMMTMBMJBRL
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May 31, 2019 06:30 ET (10:30 GMT)
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