TIDMTLY
RNS Number : 7735C
Totally PLC
19 June 2019
19 June 2019
Totally plc
("Totally", the "Company" or the "Group")
Result of General Meeting and Open Offer, Issue of Equity,
Acquisition of Greenbrook Healthcare and Directorate Change
Totally plc (AIM: TLY), a leading provider of a range of out of
hospital services to the healthcare sector in the UK, is pleased to
announce that further to its announcement of 31 May 2019, at the
General Meeting held earlier today all resolutions were duly
passed. Accordingly, the acquisition of Greenbrook Healthcare, the
Placing and the Open Offer are expected to complete, conditional on
Admission, on 20 June 2019.
Placing and Open Offer
The Open Offer closed for acceptances at 9.00 a.m. on 17 June
2019 in accordance with its terms. The Company therefore announces
that it has received valid acceptances in respect of 7,390,939
Offer Shares from Qualifying Shareholders, including applications
under the Excess Application Facility, representing approximately
74 per cent. of the Offer Shares offered. Accordingly, Qualifying
Shareholders who have validly applied for Offer Shares will receive
their full Open Offer Entitlement and any Offer Shares applied for
under the Excess Application Facility.
As a consequence, the Company has conditionally raised
approximately GBP9.74 million (before expenses) in aggregate
through the Placing and Open Offer.
Issue of Equity, Admission and Total Voting Rights
A total of 122,390,939 Ordinary Shares are being issued and
allotted pursuant to the Proposals comprising the Consideration
Shares, the Placing Shares and the Offer Shares. The Consideration
Shares, the Placing Shares and the Offer Shares are being credited
as fully paid and will be identical to and rank pari passu in all
respects with the Existing Ordinary Shares.
Application has been made to the London Stock Exchange for the
enlarged issued share capital of 182,186,111 ordinary shares of 10
pence each in the Company to be admitted to trading on AIM.
Admission is expected to take place at 8.00 a.m. on 20 June
2019.
Following Admission, the issued share capital of the Company
will consist of 182,186,111 Ordinary Shares, with one voting right
each. The Company does not hold any shares in treasury.
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.
Director Appointment
As set out in the Admission Document, the appointment of Michael
Steel to the Board of the Company as Executive Director will take
effect from 20 June 2019.
Michael Steel is Chief Executive Officer of Greenbrook
Healthcare and co-founded the business in 2007. Prior to Greenbrook
Healthcare, Michael spent 14 years in strategy consulting as a
partner for Roland Berger Strategy Consultants and as a project
manager for Booz Allen and Hamilton where he focused on growth
strategy. He also founded and built his own 30 person consulting
firm which was successfully sold to Roland Berger. Michael has an
MBA from INSEAD business school and a master's degree in Economics
from Oxford University.
Michael Robert Steel, aged 49, holds and has held over the last
five years the following directorships / partnerships:
Current Directorships/Partnerships Past Directorships/Partnerships
Edison Trust Limited Experts in Healthcare
Coleraine Residents Company Products Limited
Limited
Greenbrook Healthcare (Harrow) Limited
Greenbrook Healthcare (Earl's Court)
Limited
Greenbrook Healthcare (Surrey) Limited
Greenbrook Healthcare Limited
Greenbrook Healthcare (Hounslow)
Limited
Greenbrook Capital LLP
Upon Admission, Michael Steel will have an interest in 7,676,851
Ordinary Shares equivalent to 4.21 per cent. of the issued share
capital. This interest comprises his entitlement to 7,676,851
Consideration Shares as a registered member of Greenbrook Capital.
It is anticipated that the 7,676,851 Consideration Shares will be
transferred from Greenbrook Capital to Michael Steel shortly after
Admission.
General Meeting
At the General Meeting held earlier today all resolutions were
duly passed on a show of hands with the following table summarising
proxy votes:
TOTAL % OF TOTAL % OF TOTAL VOTES VOTES WITHHELD
VOTES VOTES VOTES VOTES CAST (EXCLUDING
FOR CAST AGAINST CAST VOTES WITHHELD)
ORDINARY RESOLUTIONS
1. To approve
the Acquisition. 23,012,171 100.00 0 0.00 23,012,171 10,000
----------- -------- --------- ------- ----------------- ---------------
2. To authorise
the Directors
to allot shares. 23,012,171 100.00 0 0.00 23,012,171 10,000
----------- -------- --------- ------- ----------------- ---------------
SPECIAL RESOLUTION
3. To disapply
pre-emption rights. 22,985,033 99.97 6,100 0.03 22,991,133 31,038
----------- -------- --------- ------- ----------------- ---------------
Notes:
Any proxy votes that were at the discretion of the Chairman are
included in the "Total Votes For" each resolution
Percentage of votes cast excludes Votes Withheld
Votes Withheld are not votes in law and do not count in the
number of votes counted for or against a resolution
The same definitions apply throughout this announcement, unless
the context requires otherwise, as are applied in the Admission
Document, published on 31 May 2019, and which is available on the
Company's website, www.totallyplc.com
-ENDS-
For further information please contact:
Totally plc 020 3866 3335
Wendy Lawrence, Chief Executive
Bob Holt, Chairman
Allenby Capital Limited (Nominated Adviser
& Joint Corporate Broker) 020 3328 5656
Nick Athanas
Liz Kirchner
Canaccord Genuity Limited (Joint Corporate
Broker) 020 7523 8000
Bobbie Hilliam
Alex Aylen
Yellow Jersey PR 020 3004 9512
Georgia Colkin
Joe Burgess
Notes to Editors
Totally plc aims to become a leading out of hospital healthcare
service provider in the UK, helping to address some of the biggest
challenges faced by the UK healthcare sector.
By working to deliver preventative and responsive care through
its subsidiaries across multiple disciplines, Totally's goal is to
improve people's health, reduce healthcare reliance, re-admissions
and emergency admissions.
Totally, via its subsidiaries, operates within the UK's
outsourced healthcare market, estimated to be worth in excess of
GBP20bn per year for the NHS alone. Out of hospital services
include care in the community, GP surgeries, patients' homes,
prisons and other public sector organisations, places of work as
well as mobile locations and urgent care solutions.
The Company is currently engaged in delivering a progressive buy
and build consolidation strategy within the UK's fragmented
healthcare market and looks to further capitalise on the attractive
opportunities that its disruptive, outcome-based, outsourced
healthcare service model offers, to ultimately deliver value to
shareholders as it continues to build critical mass.
www.totallyplc.com
Premier Physical Healthcare and Optimum Physiotherapy -
occupational physiotherapy to NHS, prisons and the police force as
well as private clients
Wholly owned subsidiaries of Totally plc, providing a
comprehensive range of treatments and advice for musculoskeletal
injuries and conditions. The businesses deliver physiotherapy and
podiatry to NHS patients, have contracts with various police forces
and prison sites and provide occupational health and ergonomic
services to corporate and private clients. Totally completed the
acquisition of Premier Physical Healthcare Limited on 1 April 2016
and Optimum Sports Performance Centre Limited on 14 November
2016.
www.premierphysicalhealthcare.co.uk
www.optimum-hcs.com
About Health Limited - provider of community based dermatology
services and referral management services
A wholly owned subsidiary of Totally plc and a leading provider
of dermatology and referral management services to the NHS in the
UK. About Health has been providing community based health services
under contract to the NHS since 2009 and the company is CQC
registered. Totally completed the acquisition of About Health
Limited on 15 June 2016.
www.abouthealthgroup.com
Vocare Limited - leading UK urgent care provider
A wholly owned subsidiary of Totally plc, the Vocare Group is
one of the leading national specialist providers of urgent care
services in the country. Headquartered in Newcastle upon Tyne, it
provides innovative healthcare services to approximately 9.2
million patients across the UK through urgent care centres, GP
out-of-hours services, integrated urgent care centres and the NHS
111 service - working in close collaboration with the NHS and other
healthcare providers in local areas nationwide. Totally completed
the acquisition of Vocare Limited on 24 October 2017.
www.vocare.org.uk
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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(END) Dow Jones Newswires
June 19, 2019 06:26 ET (10:26 GMT)
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