AIM Schedule One - Totally Plc (7668A)

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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May 31, 2019 06:30 ET (10:30 GMT)