Trading Statement
Totally PLC
12 March 2001
For Immediate Release: 12th March 2001
TOTALLY PLC ('Totally' or 'the Company')
Current Trading
SUMMARY
* The Company proposes to issue 2,275,000 new Ordinary Shares at 11p per
share ('Placing Shares'), to raise approximately £250,000 before expenses
* New advertising agreements entered into with companies including
Mitsubishi Motors, Tesco and Legal & General
* In January 2001 the Company entered into a joint venture agreement with
Bank HaPoalim B.M and E-Shop Enterprises LLC whereby Totally Plc acquired
40 per cent. of Virtual Jerusalem Holdings Limited for US$100,000
* Integration of the Company following acquisition of London Jewish News
Limited and Sojewish.co.uk Limited in November 2000 progressing well and
has led to savings
* AGM to be held on 4th April 2001
Current Trading
The Directors are encouraged by current trading following the acquisition of
London Jewish News Limited and Sojewish.co.uk Limited in November 2000.
Integration of the business has gone well and significant cost savings, which
had been identified by your Directors, have now been implemented. These
savings have been applied primarily across editorial, sales, marketing and
operations.
From a revenue perspective, the Company is benefiting from revenue growth as a
result of an improvement in sponsor and advertiser perception of the Company's
ability to deliver greater access to the UK Jewish community. As a result,
subsequent to the acquisitions the Company has entered into new agreements
with:
* Mitsubishi Motors, under which Mitsubishi has already promoted its
Pinin Vivo model through the Company's website and newspaper.
* Tesco, under which Tesco will promote its range of kosher food and
wine for Passover through the Company's website, Totallyjewish.com, and the
London Jewish News newspaper.
* Legal & General, under which the Company will promote Legal &
General's Individual Savings Account products through the Company's website.
* JewishRoutes, the leading international Jewish travel portal, under
which JewishRoutes will promote, at a significantly higher level than
previously undertaken, its Jewish orientated travel information through both
the Company's website and newspaper. This deal also includes the re-building
of the JewishRoutes website.
* AISH, the Jewish outreach organisation, under which AISH will promote
its fellowships and events via both the Company's website and newspaper.
Since completing the above acquisitions the Company has entered into a joint
venture agreement with Bank HaPoalim B.M and E-Shop Enterprises LLC whereby
Totally Plc acquired 40 per cent. of Virtual Jerusalem Holdings Limited for
US$100,000. Virtual Jerusalem Holdings Limited owns VirtualJersualem.com -
one of the leading community portals servicing the North American Jewish
Market.
Bank HaPoalim B.M is providing working capital of US$1.5 million to Virtual
Jerusalem Holdings Limited, without recourse to the Company, and has been
issued with warrants to subscribe for 2.78 million Ordinary Shares,
exercisable at a price of 21p per share by 31st January, 2002.
In February 2001 the Company also exercised its call option whereby 625,000
Ordinary Shares were issued to Sinclair Montrose Trust Limited (a company
controlled by Dr Michael Sinclair, the Chairman of Totally) at a price of 40p
per share.
The Company continues to concentrate primarily on creating a global Jewish
focussed multi-media group. The Group continues to investigate further
opportunities for expansion both in the UK and abroad through acquisition,
strategic partnership and organic growth.
Details of the Placing
The Company proposes to issue 2,275,000 new Ordinary Shares at 11p per share
('Placing Shares'), to raise approximately £250,000 before expenses. The
proceeds will be applied in investigating additional complementary
acquisitions, for strategic partnerships and for working capital generally.
It is the Directors' view that this type of placing is a very efficient way of
providing additional working capital for the Company's continued expansion.
The cost of funds raised via the Placing will be substantially lower compared
with a larger pre-emptive issue requiring the preparation of a prospectus for
circulation to shareholders which would cost the Company a higher percentage
of funds being raised.
The Placing is to be completed in two tranches. Application will be made for
the Placing Shares to be admitted to trading on AIM and dealings in 1,365,000
Placing Shares are expected to commence on 5th April, 2001 and dealings in the
balance of 910,000 Placing Shares are expected to commence on 9th April, 2001.
Annual General Meeting
The Company announces that it is seeking shareholder approval at its Annual
General Meeting, to be held on 4th April, 2001, to raise approximately £
250,000 (before expenses) by way of a conditional Placing, to implement a new
Enterprise Management Incentive ('EMI') Option Scheme ('EMI Scheme'), to
increase the authorised share capital from £500,000 to £750,000, to renew the
Company's Section 80 and Section 89 authorities and to reappoint its directors
and auditors.
Reason for holding the Annual General Meeting
As the Company has not held an Annual General Meeting since it was
incorporated in October 1999, it is required, under company law, to hold a
meeting no later than 27th April, 2001. The Directors have therefore decided
to convene the Company's first Annual General Meeting, even though accounts
will not be available for shareholders to approve at that meeting. The
Company intends to announce its financial results for the period ended 31st
December, 2000 in May and convene an Extraordinary General Meeting following
the publication of the accounts for that period to lay those results before
shareholders for approval. The reason that the financial results are being
announced in May, is that Richard Brenner, the Finance Director of the
Company, discovered that he was required to undergo major surgery. The
operation was carried out in February at the time during which the accounts
would normally have been nearing completion, subject to audit. Mr Brenner is
currently recuperating and is expected to resume his duties in early April.
His indisposition has inevitably delayed the finalisation of the accounts.
EMI Scheme
The EMI Scheme will allow the Directors to grant EMI Options and
Non-Qualifying Options to key individuals.
The Company intends to grant a number of EMI Options and Non-Qualifying
Options after the announcement of the preliminary results for the period ended
31st December, 2000. The options are intended to incentivise certain key
individuals instead of granting options under the Company's existing approved
and unapproved share option schemes.
The Totally approved and unapproved share option schemes, which were approved
by a resolution passed on 20th January, 2000, provide that the aggregate
number of Ordinary Shares which might fall to be or have already been issued
with the preceding ten years pursuant to all share option or other employees'
shares schemes established by the Company and any subsidiary may not exceed 10
per cent. of the issued ordinary share capital of the Company from time to
time. The Company does not intend to exceed this limit. Any EMI Options or
Non-Qualifying Options to be granted by the Company under the EMI Scheme will
be aggregated with options already issued or to be issued under the Totally
Plc approved and unapproved share option schemes.
Increase in authorised share capital and Directors' authority to allot shares
The directors are seeking to increase the authorised share capital of the
Company from £500,000 to £750,000 by the creation of an additional 25,000,000
Ordinary Shares.
The Directors are seeking to renew the general authority to allot shares under
Section 80 of the Companies Act 1985. If approved, this authority is limited
to a maximum of 17,744,750 Ordinary Shares, equivalent to the shares the
Company currently proposes to issue and one half of the Company's enlarged
issued share capital.
On 1st February, 2001, the Company issued warrants to subscribe for up to 2.78
million Ordinary Shares at 21p per share to Bank HaPoalim B.M. in connection
with its investment in Virtual Jerusalem Holdings Limited. The warrants are
exercisable at any time before 31st January, 2002.
Disapplication of pre-emption rights
The Directors are seeking authority under Section 89 of the Companies Act 1985
to allot shares for cash to persons other than existing shareholders up to a
maximum of 25 per cent. of the Company's enlarged issued share capital. It
also seeks the authority for the Directors to allot the 2,275,000 Placing
Shares and also 52,750 Ordinary Shares at a price of 40p per share, in
satisfaction of certain invoices rendered to the Company by providers of
content and services, as previously referred to in the Company's prospectus
dated 21st January, 2000. The level of this authority at 25 per cent. of the
enlarged issued share capital is higher than the Directors would usually seek
as they consider that there are a number of opportunities available to the
Company given the current state of the market. The Directors do not currently
intend to seek an authority at this level in future years.
Enquiries:
For further details please contact:-
Totally Plc
Steve Burns Tel: 020 7692 6929
Chief Executive
John East & Partners Limited Tel: 020 7628 2200
John East
David Worlidge
Simon Clements
Hansard Communications Ltd
Adam Reynolds/Takki Sulaiman Tel: 020 7735 9415