Totally Share Discussion Threads

[grahamwales] 31/5/2019 16:08

Dusty your still a dipstick :-)

[1gw] 31/5/2019 16:07

Who remembers the talk of "financial benefits" that were going to flow from the Vocare acquisition? How did that work out?

"Wendy Lawrence, CEO of Totally, said: "We are extremely pleased that our Shareholders have recognised the strategic and financial benefits that the Acquisition of Vocare will bring to the Enlarged Group."
(23rd October 2017 rns)

[sikhthetech] 31/5/2019 15:58

Totally Buys Greenbrook For GBP11.5 Million Amid Placing, Restoration (ALLISS)


"Adding such a well-regarded business as Greenbrook to our portfolio will provide us with a series of exciting growth opportunities in planned and unplanned care," Lawrence added. "Greenbrook's expertise and reputation in urgent care centres can be leveraged across our existing national network, in line with the NHS's commitment to integrated urgent care in its long-term plan."

"It will significantly strengthen our market positioning and allow us to deliver a wide spectrum of urgent care, driving revenue and margin growth in our core business," Lawrence continued. "Furthermore, it will enable us to quickly expand into the London and South East markets which are key growth territories for Totally."

[sikhthetech] 31/5/2019 15:42

1gw

"From Admission Michael will take on the role of Executive Director for the Enlarged Group responsible for supporting Wendy Lawrence (CEO of the Enlarged Group) in operational delivery of the Enlarged Group's out-of-hospital activities."

Is he on a promise that he will be transitioned into the top job after a grace period? Or is he effectively going to be COO and Wendy will step back to more of a relationship-management role? Or is there a risk this is set up for ambiguity and conflict on roles between him and Wendy?"


Given the sheer size of Integrated Care, it's not surprising another person is needed to support the business.. There are other subsidiaries which need to be supported...


I think having someone with vast experience of IUC to support IUC is the right approach... so I think it's a good move to have the new Exec Director...

All helps in the lucrative London & SE....

[football] 31/5/2019 15:36

lol stt spending 50 coins to hide posts i wonder why

[spacedust] 31/5/2019 15:21

Maybe they shouldn't have done any acquisitions.

Maybe it will be 6p to 60p for no reason

[sikhthetech] 31/5/2019 15:07

PUG,

Let's get this right then...
You think from when BH took over he should have forced the govn to announce the NHS 10 plans, forced NHS England to bring the plans forward so that they suit trader PIs like you...

Further TLY should gone to the IIs and raised £30m when the mcap was £1 to £2m, bought About Health, PPH, Optimum, Vocare and GBH and operated the entire business from their small serviced office in London ALL within a space of a year...

Really...


Maybe you should run as PM...
;-)

[pugugly] 31/5/2019 14:56

skillthetech: You really make me laught - All they have achieved in the last 2 years has been to buy revenue and DESTROY shareholder value - Bob Holt should hang his head in shame for having presided over such a destruction of wealth and retire asap.

Spacedust - I suspect you are may be too generlous with your 8p target - Unless of course this is the generous value put on the company by the next House of Commons.

[sikhthetech] 31/5/2019 14:51

a yr ago - building a base... which they did...

"The existing core businesses performed well with contract wins announced in all service sectors. The businesses integrated with Vocare and in turn bring both contract fulfilment and overhead savings. The integration of Vocare brought its challenges but more importantly a fantastic base for future profitable growth."

[sikhthetech] 31/5/2019 14:47

gl

"Maybe this was the company they should have bought instead of Vocare?"

Maybe but if you look at what they have achieved over the past couple of years...
They've been adding and building...

They have moved out of their small serviced London office and are now in much larger offices... They have transformed Vocare...

They have laid down the foundation for future growth...

The key here is the speed at which NHS operate..

The NHS 10 yr plans were only made public in January this year... so recently...

New IUC contracts are being rolled out over the next couple of years..


TLY have the right business setup at the right time to take advantage of the NHS changes...


Will there be another PM who completely ditches the current NHS plans, if they going well???

[spacedust] 31/5/2019 14:18

Sp always declines well below placing price in weeks to come on the absence on any further news. This has happ3nded to many companies after a placing.

6p is still on...then 60p for no reas9n. Sit back watch and see it unfold right in front of your very eyes

[1gw] 31/5/2019 13:18

Yes, they certainly seem to be trying to send a signal about undervaluation with that incentive scheme - and the intent to get back to the earlier placing price. Which makes it all the stranger that the directors collectively weren't prepared to signal that they would "fill their boots" if additional shares were available at 10p in the open offer.

"Awards will vest on a sliding scale dependent on the achievement of certain share price hurdles measured at the Vesting Date (“Hurdles̶1;) from 25 per cent. of any Award at a price £0.35 per Ordinary Share to 100 per cent. at £0.55 per Ordinary Share, with the Hurdles being measured as the average of the mid-market price for an Ordinary Share for the ten Business Days ending on the Vesting Date."

[czar] 31/5/2019 13:08

The management shares only vest 25% when the share price is over 35p and 75% when the share price is over 55p. Either of those hurdles is ok by me.

[1gw] 31/5/2019 13:06

From the numbers in the schedule 1 it looks to me as though participation has been something like:

30m shares to Miton
15m shares to Cavendish
7m shares to Columbia Threadneedle (Ameriprise)
5m shares to the Newlands
4m shares to L&G

which would account for around 2/3 of the placing shares. Has anyone else done the numbers as a check?

[gowlane] 31/5/2019 12:57

Well the deal certainly has changed the narrative around Totally, but they have not proven themselves yet.

Those nil priced options seem entirely inappropriate to me, wonder what the institutions will think?

[microscope] 31/5/2019 12:48

The share incentive scheme is the only bit I don't like gowlane but the deal itself is terrific imho. Only two hospitals (one awaiting its first report, the other not yet assessed anyway) are not yet rated good. And I too wish with hindsight they'd bought this one first and let Vocare sort itself out before jumping in.

But we can't have everything. I'm not in the least worried at the placing price, because the cost of the acquisition (which is key) looks cheap to me. If Greenbrook hadn't spent a million increasing overheads ("for growth") they'd have made about 2.3 million pre-tax (pre-audit). With that sort of background - and synergies, it seems from reading the document, already identified - the future looks very positive to me, indeed brighter than at any time so far in the company's history, I'd venture.

And with Corbyn's mob getting a general election opinion poll of 19% last night, that's icing on the cake! :)

[gowlane] 31/5/2019 12:40

Maybe this was the company they should have bought instead of Vocare?

Not that management will suffer undue hardship as a result of that decision, looking at the share incentive scheme being brought in.

10.5m shares to be issued at nil cost to the directors of the enlarged group, Wendy to get 3m shares and the CFO to get 1.5m.

Not sure that it will go down well, at nil cost is no incentive at all.

[1gw] 31/5/2019 12:33

A "majority" of the open offer would be around 5m shares.

The directors in aggregate intend to apply for under 0.3m, at a total cost of £28k as far as I can see.

[sikhthetech] 31/5/2019 12:13

Micro, good spot..

I wouldn't expect the directors to take majority of Open Placing shares otherwise there would be complaints from PIs...

[sikhthetech] 31/5/2019 12:11

1gw,

"it does to me still feel a bit like an IPO of Greenbrook,"


NO, it's not like an IPO of Greenbrook...

YOUR concerns...
BH & WL are still in charge...
Harrisons still sold out...
That 'Horrific balance sheet'...
General Election possible this year... Corbyn might get in...


So story hasn't changed, has it???


Are IIs taking part in the placing?
Is the price being paid for GBH cheap?
Are BH/WL still in charge?
Have Harrisons still sold out?
Is there going to be a change in Prime Minister?

Do you post BS?

I think the answer to all those questions is YES...

AS EXPECTED then...


You've been completely wrong...

It really goes against your assertion... and how dare they have a successful placing when they have such a 'bad' track record... isn't that it, 1gw...


Can't admit you got it completely wrong....

[microscope] 31/5/2019 12:06

I see our FD, Lisa Barter, intends to apply for 20x her current (albeit small) holding. If that's not a vote of confidence then I don't know what is!

I guess if she gets scaled back, there's a good chance she'll buy some more in the open market after completion. That would be nice! :)

[1gw] 31/5/2019 12:04

Director participation in open offer.

Only Bob, Wendy and Lisa intending to participate according to the RNS. "The other Directors do not currently intend to take up their entitlement to subscribe for New Ordinary Shares under the Open Offer."

Bob intending to go for 170k shares (£17k)
Wendy intending to go for 10k shares (£1k)
Lisa intending to go for 101k shares (£10k)

So in total, the board is intending to apply for just £28k worth of shares, with Lisa the sole director expressing an intention to apply for more than her entitlement.

[football] 31/5/2019 12:04

Enlarged share capital do you mean share dilution Stt ?

[1gw] 31/5/2019 11:47

So with that level of dilution, it does to me still feel a bit like an IPO of Greenbrook, with tly thrown in for a bit of upside. But if you were IPO'ing Greenbrook you wouldn't really want to put Wendy in charge would you, given the track record with Vocare? And the Greenbrook CEO's CV is impressive. They appear to have ended up with a holding position where the Greenbrook CEO becomes an executive director looking after the operational side of the out-of-hospital activities.

"From Admission Michael will take on the role of Executive Director for the Enlarged Group responsible for supporting Wendy Lawrence (CEO of the Enlarged Group) in operational delivery of the Enlarged Group's out-of-hospital activities."

Is he on a promise that he will be transitioned into the top job after a grace period? Or is he effectively going to be COO and Wendy will step back to more of a relationship-management role? Or is there a risk this is set up for ambiguity and conflict on roles between him and Wendy?

[1gw] 31/5/2019 11:42

Dilution

I read the comment about placing shares being a bit less than 50% of the enlarged share capital and that sounded not too bad in terms of dilution, but then you've got the open offer and consideration shares as well. So in round numbers I think it looks like:

60m Shares in issue pre-placing
90m Placing shares
10m Open offer shares
25m Consideration shares

So a total of around 185m shares when everything is done, of which current shares in issue represent a bit less than 1/3. Confirmed by the following statement in the rns:

"Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of 67.64 per cent. to their interests in the Company."