Director/PDMR Shareholding
2 July 2008
Totally Plc
(`'Totally'' or `'the Company'')
Issue of Warrants
Totally, the publisher and internet service provider, announces that it has
today issued 4,500,000 warrants to each of The Zvhil-Mezbuz Rebbe, Grand Rabbi
Y.A. Korff of Boston ("the Rebbe"), director of the Company, Dr Michael
Sinclair, Non-executive Chairman of the Company and a third party shareholder
(collectively the "Guarantors").
The Warrants are being issued in recognition of the fact that the Guarantors
have provided, and continue to provide, personal guarantees to Bank Hapoalim to
support the Company's overdraft facility
The Warrants are exercisable three years from the date of issue for a period of
10 years at an exercise price of 1.25 pence per share, being the average of the
closing middle-market prices of an Ordinary Share on 26, 27 and 30 June 2008.
At the date of this announcement, the directors hold the following;
The Rebbe; 20,500,000 Ordinary Shares
Warrants over 4,394,350 Ordinary Shares exercisable at 4.375 pence per share
Warrants over 2,000,000 Ordinary Shares exercisable at 2 pence per share
Warrants over 2,351,159 Ordinary Shares exercisable at 2.88 pence per share
Warrants over 4,500,000 Ordinary Shares exercisable at 1.25 pence per share
Dr Sinclair; 14,509,791 Ordinary Shares
Warrants over 1,166,666 Ordinary Shares exercisable at 5 pence per share
Warrants over 2,000,000 Ordinary Shares exercisable at 2 pence per share
Warrants over 2,351,159 Ordinary Shares exercisable at 2.88 pence per share
Warrants over 4,500,000 Ordinary Shares exercisable at 1.25 pence per share
Under the AIM Rules, the issue of the warrants is classified as a related party
transaction. The directors, other than the Rebbe and Dr Michael Sinclair, who
are interested in the warrant issue, (the "Independent Directors") who have
consulted with John East & Partners Limited, consider the terms of the warrant
issue to be fair and reasonable insofar as the shareholders are concerned. In
advising the Independent Directors, John East & Partners Limited has relied
upon their commercial assessment.
Following the new issues of warrants detailed above there are currently;
Warrants outstanding over 44,219,679 Ordinary Shares, equivalent to 39.32 per
cent. of the issued voting share capital of the Company, which are exercisable
at exercise prices ranging from 1.25 to 5 pence per share.
At the date of this announcement the Company has 112,447,934 ordinary voting
shares in issue.
For further information:
Totally Plc www.totallyplc.com T: 020 7692 6929
Daniel Assor
CEO
John East & Partners Limited T: 020 7628 2200
David Worlidge / Simon Clements
HB Corporate T: 020 7510 8654
Luke Cairns