SAR 3 - Totally Plc

FORM SAR 3

Lodge with a RIS or Newstrack if appropriate and the Takeover Panel.

A copy must also be sent to the company the shares of which are acquired.

Date of disclosure

12 January 2006                                                                

DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING

SUBSTANTIAL ACQUISITIONS OF SHARES ('SARs')

Date of acquisition

11 January 2006                                                                

Acquisition in (name of company)

Totally Plc                                                                    

1. Class of voting shares (eg ordinary shares)

Ordinary Shares of 1p each                                                     

Number of shares/rights over shares acquired

1,400,000 Shares Rights  

If rights over shares acquired, as opposed to the shares themselves, specify
nature of rights



2. Resultant total holding of voting shares (and % of total voting shares in
issue)

26,945,000  29.98%                                 

Resultant total holding of rights over shares (and % of total voting shares in
issue)
                                    

Total percentage

29.98%                                                                         

3. Party making disclosure

The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A. Korff of Boston                       

4. (a) Name of person acquiring shares or rights over shares

The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A. Korff of Boston                       

and, if different, beneficial owner



(b) Names of any other persons acting by agreement or understanding (see SAR 5)



Signed, for and on behalf of the party named in (3) above



(Also print name of signatory)

Steve Burns                                                                    

Telephone and extension number

020 7692 6929                                                                  

Note. Under SAR 5, the holdings of and acquisitions by persons acting by
agreement or understanding must be aggregated and treated as a holding of or
acquisition by one person. Note 3 on SAR 5 requires persons who must aggregate
holdings to disclose certain disposals.

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs. If in doubt, contact the Panel on Takeovers and Mergers, Monitoring
Section. Tel. No: 020 7638 0129.

Email:[e-mail]