Schedule One update - Totally Plc

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 £20 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 £11.5 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 £9.0 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 was obtained at a general meeting on 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):

182,186,111 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")

- 7,390,939 Ordinary Shares to be issued at 10p per share pursuant to an open offer (the "Open Offer")

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: £9.0 million pursuant to the placing and £0.74 million pursuant to the Open Offer 

Anticipated market capitalisation on admission to AIM: approximately £18.2 million (based on the placing price)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

31.31%

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):

** 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 has been 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:

19 June 2019

NEW/ UPDATE:

Update