Director/PDMR Shareholding
27 July 2009
Totally Plc
("Totally'' or "the Company'')
Issue of options and warrants
Totally, the publisher and internet service provider, announces that it has
today issued 5,000,000 warrants and 1,500,000 options to each of Dan Assor,
chief executive officer of the Company, and Andrew Margolis, managing director
of the Company's trading subsidiary, Totally Communications Limited.
Furthermore, owing to the exercise price of all of the options and warrants
previously issued to Dan Assor and Andrew Margolis (ranging from 1.5p to 4.38p
per share) being significantly above the current share price, the Company has
agreed to cancel all the options and warrants issued to them and to replace the
cancelled options and warrants, by issuing 3,950,000 options and 4,080,633
warrants to Dan Assor and 3,625,000 option and 2,671,905 warrants to Andrew
Margolis.
The warrants are exercisable immediately from the date of issue for a period of
10 years at an exercise price of 1p per share, being the nominal value of the
Company's ordinary shares. In addition, the options are exercisable immediately
from the date of issue for a period of 10 years at an exercise price of 1p per
share, being the nominal value of an Ordinary Share, which is a premium of 163
per cent. over the closing middle-market price on 24 July 2009.
At the date of this announcement, Dan Assor holds 2,544,214ordinary shares,
options over 5,450,000 ordinary shares and warrants over 9,080,633 ordinary
shares all of which are exercisable at 1p per share. Andrew Margolis holds
3,147,102 ordinary shares, options over 5,125,000 ordinary shares and warrants
over 7,671,905 ordinary shares all of which are exercisable at 1p per share
Following the issue of the new warrants detailed above there are warrants
outstanding over 100,123,013 ordinary shares, equivalent to 109per cent. of the
issued voting share capital of the Company, which are exercisable at exercise
prices ranging from 1p to 5p per share.
Following the issue of the new options detailed above, there are options
outstanding over 15,243,333 ordinary shares, equivalent to 17 per cent. of the
issued voting share capital of the Company, which are exercisable at exercise
prices ranging from 1p to 5p per share.
At the date of this announcement the Company has 91,947,934 ordinary voting
shares in issue.
Under the AIM Rules, the issue of the options and warrants to Dan Assor and
Andrew Margolis is classified as a related party transaction. The directors,
other than the Dan Assor, who is interested in the option and warrant issue,
(the "Independent Directors"), who have consulted with John East & Partners
Limited, consider the terms of the issue of options and warrants to Dan Assor
and Andrew Margolis 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.
For further information:
Totally Plc www.totallyplc.com
Dr Michael Sinclair, non-executive 020 7692 6929
chairman
John East & Partners Limited
Simon Clements 020 7628 2200
Virginia Bull