TIDMTLY
RNS Number : 8755N
Totally PLC
27 September 2019
27 September 2019
Totally plc
("Totally", the "Company" or the "Group")
Notice of General Meeting
Totally plc (AIM:TLY), the provider of a range of out of
hospital services to the healthcare sector in the UK, announces
that later today the Company will post a notice of general meeting
("General Meeting") to shareholders. The General Meeting will be
held at 9.30 a.m. on 15 October 2019 at the Company's registered
office, Cardinal Square West, 10 Nottingham Road, Derby DE1
3QT.
The purpose of the General Meeting is to seek the approval of
shareholders to a reduction of the share capital of the Company,
involving the cancellation of the Company's share premium account
("Capital Reduction"). The purpose of the Capital Reduction is to
create distributable reserves to enable the Company to pay
dividends or make distributions to its Shareholders and/or to
undertake a buy back of its Ordinary Shares.
A copy of the circular containing the Notice of General Meeting
will shortly be available on the Company's website at
www.totallyplc.com.
Extracts from the circular are set out below and should be read
in conjunction with the full text of the circular.
Defined terms used in this announcement have the same meaning as
set out in the circular.
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
Greenbrook Healthcare - leading provider of NHS urgent care
centres
A wholly owned subsidiary of Totally plc, Greenbrook Healthcare
is an innovative primary care organisation caring for NHS patients
across London and the home counties. The business delivers services
for NHS patients in a growing number of GP Practices, Walk-in
Centres, Urgent Care Centres and community services. Totally
completed the acquisition of Greenbrook Healthcare on 20 June
2019.
www.greenbrook.nhs.uk
1. Background to, and reasons for, the Capital Reduction
As at 31 March 2019, the Company had retained losses of
GBP4,252,262.42 and continues to have a negative distributable
reserves position meaning that it is unable to declare dividends or
make distributions to Shareholders or buy back its Ordinary
Shares.
The Company has, however, built up a substantial Share Premium
Account through the issue of shares for cash at values in excess of
the nominal value of those shares. As at the date of this
announcement, the balance standing to the credit of the Share
Premium Account is GBP16,408,326.07. This share premium account
constitutes a non-distributable reserve for the purposes of the
Companies Act. The Company is therefore seeking the approval of
Shareholders to cancel the Share Premium Account in its entirety
which, subject to the confirmation of the High Court, will enable
the Company to eliminate the retained losses and create
distributable reserves equal to the balance.
The distributable reserves will be available for the Directors
to use for the purposes of paying dividends or making distributions
and/or undertaking a buy back of its Ordinary Shares, should
circumstances in the future make it desirable to do so.
Further details of the Capital Reduction are set out in the
paragraphs below.
2. Capital Reduction - Share Premium Account
Share premium is treated as part of the capital of a company and
arises on the issue by a company of shares at a premium to their
nominal value. The premium element is credited to the share premium
account.
The share premium account is a non-distributable capital reserve
and a company's ability to use any amount credited to that reserve
is limited by the Companies Act. However, with the approval of its
shareholders by way of a special resolution and subsequent
confirmation by the High Court, a company may reduce or cancel its
share premium account and in certain circumstances either return
all or part of the sum arising to shareholders as a return of
capital, or credit some or all of such sum arising to its profit
and loss account.
To the extent that the release of such a sum from the share
premium account creates or increases a credit on the profit and
loss account, that sum represents a company's distributable
reserves.
As mentioned above, the cancellation of the Share Premium
Account will eliminate the Company's retained losses and create
distributable reserves equal to the balance.
3. Capital Reduction - Procedure
In order to effect the Capital Reduction, the Company firstly
requires the authority of its Shareholders by the passing of the
Resolution at the General Meeting to approve the cancellation of
the Share Premium Account.
Secondly, the Capital Reduction must be confirmed by the High
Court, to which the Company will make an application if the
Resolution is passed. The Court Hearing to confirm the Capital
Reduction is expected to be held on 5 November 2019. Shareholders
will have the right to attend the Court Hearing in person or
through counsel or other suitably qualified persons to support or
oppose the sanction of the Capital Reduction.
The Capital Reduction will then take effect when the Court Order
confirming it, and a statement of capital approved by the High
Court, have been delivered to and registered by the Registrar of
Companies. The Effective Date of the Capital Reduction is currently
expected to be 5 November 2019 (or otherwise within a few working
days after the Court Hearing, which is currently expected to be on
or around 5 November 2019).
In order to approve the Capital Reduction, the High Court will
need to be satisfied that the interests of the Company's creditors
will not be prejudiced by the Capital Reduction. The Company will
have to give such undertakings or other forms of creditor
protection as the High Court may require (if any) for the benefit
of the Company's creditors at the date on which the Capital
Reduction becomes effective. These may include seeking the consent
of the creditors to the cancellation of the Share Premium Account
or the provision by the Company to the High Court of an undertaking
to deposit a sum of money into a blocked account created for the
purposes of discharging creditors of the Company.
The Board reserves the right (where necessary by application to
the High Court) to abandon, discontinue or adjourn any application
to the High Court for confirmation of the Capital Reduction, and
hence the Capital Reduction itself, if the Board believes that the
terms required to obtain confirmation are unsatisfactory to the
Company or if as the result of any material unforeseen event the
Board considers that to continue with the Capital Reduction is
inappropriate or inadvisable.
4. Effect of the Capital Reduction
If approved by Shareholders and confirmed by the High Court, the
Capital Reduction will result in the creation of distributable
reserves which will allow the Company to pay dividends or make
distributions and/or undertake a buy back of its Ordinary Shares in
due course, should it be appropriate or desirable to do so. The
Capital Reduction will not affect the number of Ordinary Shares in
issue, the nominal value per Ordinary Share or the voting or
dividend rights of any Shareholder.
5. The General Meeting
Set out at the end of the circular is a notice convening the
General Meeting to be held on 15 October 2019 at the Company's
registered office, Cardinal Square West, 10 Nottingham Road, Derby
DE1 3QT at 9.30 a.m., at which the Resolution will be proposed for
the purposes of approving the Capital Reduction.
The Resolution, which will be proposed as a special resolution,
is to cancel the total amount standing to the credit of the Share
Premium Account of the Company, being GBP16,408,326.07 as at the
date of this announcement. As a special resolution, the Resolution
requires votes in favour representing 75 per cent. or more of the
votes cast (in person or by proxy) at the General Meeting in order
to be passed.
6. Action to be taken
A Form of Proxy for use in connection with the General Meeting
accompanies the circular. Whether or not you intend to be present
at the General Meeting, you are requested to complete, sign and
return the Form of Proxy in accordance with the instructions
thereon to Share Registrars Limited at The Courtyard, 17 West
Street, Farnham, Surrey GU9 7DR, as soon as possible, but in any
event so as to be received by no later than 9.30 a.m. on 11 October
2019, or, in the event of an adjournment of the meeting, 48 hours
before the adjourned meeting (excluding non-working days).
If you hold your shares in uncertificated form in CREST, you may
appoint a proxy or proxies by utilising the CREST electronic proxy
appointment service in accordance with the procedures described in
the CREST Manual as set out in the Notice of General Meeting at the
end of the circular. Proxies submitted via CREST must be received
by Share Registrars Limited (ID 7RA36) no later than 9.30 a.m. on
11 October 2019, or, in the event of an adjournment of the meeting,
48 hours before the adjourned meeting (excluding non-working days).
The appointment of a proxy using the CREST electronic proxy
appointment service will not preclude a Shareholder from attending
and voting in person at the General Meeting should they wish to do
so.
7. Recommendation
The Directors consider that the proposal to be considered at the
General Meeting is in the best interests of the Company and its
shareholders as a whole and is most likely to promote the success
of the Company. Accordingly, the Directors unanimously recommend
that you vote in favour of the Resolution to be proposed at the
General Meeting as they intend to do in respect of their own
beneficial holdings currently amounting to 5.17 per cent. of the
issued share capital of the Company.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGSEUFAMFUSEDU
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September 27, 2019 02:01 ET (06:01 GMT)
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