TIDMTLY
RNS Number : 3326U
Totally PLC
23 October 2017
23 October 2017
Totally plc
("Totally", "the Company" or the "Group")
Acquisition of Vocare Limited
Result of General Meeting, Issue of Equity, Directorate Change
and Change of Accounting Reference Date
The Board of Totally plc (AIM: TLY), the provider of a range of
out-of-hospital services to the UK healthcare sector, is pleased to
announce that further to its announcement on 6 October 2017, all
Resolutions regarding the proposed acquisition of Vocare Limited
("Vocare"), one of the leading providers of urgent care services in
the UK (the "Acquisition"), were passed with the requisite majority
at the General Meeting of the Company held earlier today.
The Acquisition was dependent on Shareholder approval at a
General Meeting, where it was agreed to acquire the entire issued
and to be issued share capital of Vocare, for a total consideration
of up to GBP11.0 million on a cash free and debt free basis, with a
normalised level of working capital.
The Acquisition has now been approved by shareholders of the
Company and is expected to complete with effect from Admission on
24 October 2017.
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. The services offered by Vocare fit perfectly with our
existing business model and will complement the services already
offered across our other subsidiary businesses. The transaction is
another important milestone for Totally as we continue to execute
our buy and build strategy, working towards becoming the leading
out-of-hospital care provider in the UK.
"We are excited about the future of our business and look
forward to working closely with the team at Vocare to provide a
best in class healthcare service whilst seamlessly integrating it
into the wider Group. We will update shareholders on our progress
and developments in due course."
Director Appointment
As set out in the Admission Document, the appointment of Lisa
Barter-Ng to the board of the Company as Finance Director will take
effect from 24 October 2017. Don Baladasan, the Company's existing
Finance Director, will become a Non-Executive Director with effect
from 24 October 2017.
Lisa Barter has been a chartered accountant for over 20 years
and has extensive finance experience having spent the last 13 years
working in finance in the independent healthcare sector. Prior to
joining Totally in August 2017, Lisa was the Head of Divisional
Finance for the healthcare division of Care UK and was employed by
Care UK for over 10 years in a senior finance capacity. Care UK is
England's largest independent provider of NHS services and has a
diverse portfolio of healthcare services which include elective
surgery treatment centres, provision of healthcare in UK prisons,
urgent care centres as well as OOH and NHS 111 services. Lisa also
played a key role as Financial Controller at Mercury Health Ltd
during which time she established a team and implemented finance
processes and systems prior to the company's acquisition by Care UK
in 2007. The healthcare division of Care UK continued to grow to
become a GBP380 million revenue business. Lisa started her finance
career at Ernst & Young in 1990 where she qualified as a
chartered accountant and she has also held roles as finance manager
in both Hewlett Packard and Oracle.
Lisa does not currently hold any directorships or partnerships,
nor has she held any in the previous five years.
Lisa Barter-Ng (known as Lisa Barter), aged 46, was formerly
known as Lisa Barter (maiden name) and Cresswell (former married
name).
Change of Accounting Reference Date
The Company confirms that, further to the announcement made on 6
October 2017, its accounting reference date will change to 31 March
conditional on statutory notification to Companies House and is
expected to be in effect by end of November.
Issue of Equity, Admission and Total Voting Rights
7,306,889 have been issued and allotted pursuant to the
Proposals comprising the Consideration Shares issued to the Vendors
as part of the consideration for the Acquisition. The Consideration
Shares have been 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 59,795,172 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 24 October
2017.
Following Admission, the issued share capital of the Company
will consist of 59,795,172 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 and Transparency Rules.
The same definitions apply throughout this announcement as are
applied in the Admission Document, published on 6 October 2017,
copies of which are available on the Company's website,
www.totallyplc.com
S
For further information please contact:
020 3866
Totally plc 3335
Wendy Lawrence, Chief Executive
Bob Holt, Chairman
Allenby Capital Limited (Nominated 020 3328
Adviser & Joint Corporate Broker) 5656
Nick Athanas
Virginia Bull
James Thomas
Cenkos Securities plc (Joint Corporate 020 7397
Broker) 8900
Bobbie Hilliam - Corporate Finance
0776 932
Yellow Jersey PR 5254
Felicity Winkles
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 raised GBP18 million in February 2017 to
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 in 2017 and beyond. On 6 October 2017, the Company
announced its proposed acquisition of Vocare Limited, a UK urgent
care specialist providing services to 9.2 million patients per
year, for up to GBP11.0 million.
www.totallyplc.com
Premier Physical Healthcare - occupational physiotherapy to NHS,
prisons and the police force (acquired April 2016)
A wholly owned subsidiary of Totally plc, provides a
comprehensive range of treatments and advice for musculoskeletal
injuries and conditions. It delivers physiotherapy and podiatry to
NHS patients and also has contracts with various police forces and
prison sites; as well as providing occupational health and
ergonomic services to corporate clients, such as display screen
equipment assessments; post-injury returns to work suitability
assessments; podiatry treatment; and sports massage services.
Totally completed the acquisition of Premier Physical Healthcare
Limited on 1 April 2016.
www.premierphysicalhealthcare.co.uk
About Health Limited - provider of community based dermatology
services and referral management services (acquired June 2016)
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
Optimum Physiotherapy Limited - providing physiotherapy to
private markets (acquired November 2016)
A wholly owned subsidiary of Totally plc, provides physiotherapy
services in 24 towns across 10 counties in the UK. Optimum has a
talented team of physiotherapists, strength and conditioning
coaches and rehabilitation specialists to assist clients both in
injury recovery and in training to prevent injuries occurring.
Optimum became one of the first physiotherapy providers in the UK
to obtain ISO9001:2008 certification in 2013. Totally completed the
acquisition of Optimum Sports Performance Centre Limited on 14
November 2016.
www.optimum-hcs.com
Totally Health - clinical health coaching via B2B model to the
NHS and the private sector as well as D2C health coaching to
individuals and families
A wholly owned subsidiary of Totally plc, provides an innovative
model of medically driven, and personalised Clinical Health
Coaching to educate patients and give them confidence to
self-manage their conditions. The service supports the management
of long term conditions in patients such as chronic obstructive
pulmonary disease (COPD), diabetes and wider wellness issues such
as smoking cessation and obesity management.
www.totallyhealth.com
Totally health also offers direct to consumer health-coaching
through My Clinical Coach. Individuals or their families can choose
to subscribe to the service, which is a personal, professional,
clinically-focused and patient-centred service, tailored for each
individual.
www.myclinicalcoach.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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