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

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Totally (TLY)
UK 100

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