13 April 2010
Totally Plc
('Totally'' or 'the Company'')
Issue of warrants
Totally, the publisher and digital marketing agency, announces that it has
today issued 32,424,153 warrants to Dan Assor, chief executive officer of the
Company.
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, which is a premium of 163 per cent over the closing
middle-market price on 12 April 2010.
At the date of this announcement, Dan Assor holds 2,554,214 ordinary shares,
options over 5,450,000 ordinary shares and warrants over 41,504,786 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 132,637,165 ordinary shares, equivalent to 144 per cent. of
the issued voting share capital of the Company, which are exercisable at
exercise prices ranging from 1p to 5p per share.
In addition, there are currently options outstanding over 16,243,333 ordinary
shares, equivalent to 17.66 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 warrants to Dan Assor is classified as a
related party transaction. The directors, other than the Dan Assor, who is
interested in the warrant issue, (the "Independent Directors"), who have
consulted with Merchant John East Securities Limited, consider the terms of the
issue of warrants to Dan Assor to be fair and reasonable insofar as the
shareholders are concerned. In advising the Independent Directors, Merchant
John East Securities Limited has relied upon their commercial assessment.
Mr Assor has confirmed that he does not intend to exercise any options and
warrants over ordinary shares that would result in his holding being 30 per
cent or more of the issued share capital from time to time.
For further information:
Totally plc www.totallyplc.com
Dr Michael Sinclair, non-executive 020 7692 6929
chairman
Merchant John East Securities Limited
Simon Clements/Virginia Bull 020 7628 2200
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