26 September 2008
Totally plc
(`'Totally'' or `'the Company'')
Results of general meeting
The Company announces that at the general meeting held yesterday all
resolutions were duly passed. The resolutions included a resolution authorising
the Company to enter into a share transfer agreement whereby it agreed to
transfer the entire share capital of Jewish Advocate to The Zvhil-Mezbuz Rebbe,
Grand Rabbi Y.A. Korff of Boston ("the Rebbe") (the "Transaction").
In consideration for the transfer to the Rebbe of the entire share capital of
Jewish Advocate, 20,500,000 of the ordinary shares of £0.01 each ("Ordinary
Shares") that he holds in the capital of the Company have been redesignated as
deferred shares and that warrants to subscribe for 4,394,350 Ordinary Shares
that he holds will be cancelled. In addition, the Rebbe has been released from
his guarantee obligations under the £700,000 banking facility with Bank
Hapoalim, which was renewed on 2 July 2008.
Following approval of the resolution and the completion of the Transaction the
Company has 91,947,934 Ordinary Shares in issue and admitted to trading on AIM.
In addition, the Rebbe has resigned as a Non-Executive Director of the Company
with immediate effect.
Following completion of the Transaction, the Rebbe now holds 6,514,000 Ordinary
Shares, which is equivalent to 7.08 per cent. of the issued voting share
capital of the Company.
Dan Assor, Chief Executive Officer, and Dr Sinclair, Chairman, continue to hold
3,043,103 and 14,509,791* Ordinary Shares, equivalent to 3.31 and 15.78 per
cent., respectively.
*Dr Sinclair's interests are held by him personally and by Sinclair Montrose
Trust Limited. Sinclair Montrose Trust Limited is a company in which Dr
Sinclair and his immediate family have a controlling interest.
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
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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