Completion of acquisition of Greenbrook Healthcare

RNS Number : 8669C

Totally PLC

20 June 2019

 

20 June 2019

Totally plc

("Totally", the "Company" or the "Group") 

Completion of acquisition of Greenbrook Healthcare

The Board of Totally plc (AIM: TLY), a leading provider of a range of out of hospital services to the healthcare sector in the UK, is pleased to announce that further to its announcement on 19 June 2019 its enlarged share capital has this morning been admitted to trading on AIM and completion of the acquisition of Greenbrook Healthcare has occurred.

Directors' shareholdings

Following the participation by certain Directors in the Open Offer as outlined in the Company's admission document published on 31 May 2019, the Directors have the following interests in the Company's issued share capital on Admission:

Director	No. of Ordinary Shares	Percentage of Ordinary Shares in issue
Robert Holt, Chairman	1,188,208	0.65
Wendy Lawrence, Chief Executive Officer	69,388	0.04
Lisa Barter, Finance Director	105,833	0.06
Gloria Cooke, Clinical Quality Director	-	-
Michael Steel*, Executive Director	7,676,851	4.21
Anthony Bourne, Non-Executive Director	161,000	0.09
Michael Rogers, Non-Executive Director	16,000	0.01

* The interest of Michael Steel in the share capital of Totally comprises his entitlement to 7,676,851 Consideration Shares as a registered member of Greenbrook Capital.

Consideration Shares

As set out in the Admission Document, it is the intention that shortly following Completion, Greenbrook Capital will distribute the Consideration Shares to its members. Further details regarding the Lock-In Agreements in respect of the Consideration Shares can be found in the Admission Document.

LTIP

As set out in the Admission Document, as part of the Acquisition, a new long term incentive plan ("LTIP") has been put in place with effect from Admission to incentivise and retain the key senior executives in the Enlarged Group including key members of the senior management team of Greenbrook. Awards under the LTIP totalling 10,500,000 options to acquire Ordinary Shares have been made at nil cost to certain executive Directors and members of the senior management team of the Enlarged Group. These awards are dependent on share price growth hurdles and have a three year vesting period.

Following the awards under the LTIP, the Company has a total of 12,624,351 options and warrants to acquire Ordinary Shares outstanding, representing 6.93 per cent. of the Company's issued share capital.

Accordingly, the executive Directors of Totally now hold options to acquire Ordinary Shares as follows:

Director	No. of LTIP options granted	Existing no. of options granted under various share option schemes₁	Total no. of options over Ordinary Shares ("Total Options")	Total Options as a percentage of the Company's issued share capital
Wendy Lawrence, Chief Executive Officer	3,000,000	538,405	3,538,405	1.94
Lisa Barter, Finance Director	1,500,000	166,666	1,666,666	0.91
Gloria Cooke, Clinical Quality Director	1,500,000	65,652	1,565,652	0.86
Michael Steel, Executive Director	1,500,000	-	1,500,000	0.82

₁Details of these option schemes are set out in the Admission Document

Wendy Lawrence, CEO of Totally, said: "I am delighted to announce the completion of the acquisition of Greenbrook Healthcare. This acquisition is a highly complementary addition to our portfolio and marks a significant step forward in our objective to expand and diversify our service offering in the out of hospital healthcare sector. We now look forward to working with the team and providing it with a platform for further growth as part of the Enlarged Group.

"We'd like to take this opportunity to welcome the new team and to thank all our shareholders for their continued support during this process and we look forward to delivering the benefits of this transformative acquisition."

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them are set out below pursuant to the EU Market Abuse regulation.

The same definitions apply throughout this announcement, unless the context requires otherwise, as are applied in the Admission Document, published on 31 May 2019, and which is available on the Company's website, www.totallyplc.com 

For further information please contact:

Totally plc	020 3866 3335
Wendy Lawrence, Chief Executive Bob Holt, Chairman
Allenby Capital Limited (Nominated Adviser & Joint Corporate Broker)	020 3328 5656
Nick Athanas Liz Kirchner
Canaccord Genuity Limited (Joint Corporate Broker)	020 7523 8000
Bobbie Hilliam Alex Aylen
Yellow Jersey PR	020 3004 9512
Georgia Colkin Joe Burgess

Notes to Editors

Totally plc aims to become a leading out of hospital healthcare service provider in the UK, helping to address some of the biggest challenges faced by the UK healthcare sector.

By working to deliver preventative and responsive care through its subsidiaries across multiple disciplines, Totally's goal is to improve people's health, reduce healthcare reliance, re-admissions and emergency admissions.

Totally, via its subsidiaries, operates within the UK's outsourced healthcare market, estimated to be worth in excess of £20bn per year for the NHS alone. Out of hospital services include care in the community, GP surgeries, patients' homes, prisons and other public sector organisations, places of work as well as mobile locations and urgent care solutions.

The Company is currently engaged in delivering a progressive buy and build consolidation strategy within the UK's fragmented healthcare market and looks to further capitalise on the attractive opportunities that its disruptive, outcome-based, outsourced healthcare service model offers, to ultimately deliver value to shareholders as it continues to build critical mass.

www.totallyplc.com 

Premier Physical Healthcare and Optimum Physiotherapy - occupational physiotherapy to NHS, prisons and the police force as well as private clients 

Wholly owned subsidiaries of Totally plc, providing a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. The businesses deliver physiotherapy and podiatry to NHS patients, have contracts with various police forces and prison sites and provide occupational health and ergonomic services to corporate and private clients. Totally completed the acquisition of Premier Physical Healthcare Limited on 1 April 2016 and Optimum Sports Performance Centre Limited on 14 November 2016.

www.premierphysicalhealthcare.co.uk

www.optimum-hcs.com 

About Health Limited - provider of community based dermatology services and referral management services

A wholly owned subsidiary of Totally plc and a leading provider of dermatology and referral management services to the NHS in the UK. About Health has been providing community based health services under contract to the NHS since 2009 and the company is CQC registered. Totally completed the acquisition of About Health Limited on 15 June 2016. 

www.abouthealthgroup.com 

Vocare Limited - leading UK urgent care provider 

A wholly owned subsidiary of Totally plc, the Vocare Group is one of the leading national specialist providers of urgent care services in the country. Headquartered in Newcastle upon Tyne, it provides innovative healthcare services to approximately 9.2 million patients across the UK through urgent care centres, GP out-of-hours services, integrated urgent care centres and the NHS 111 service - working in close collaboration with the NHS and other healthcare providers in local areas nationwide. Totally completed the acquisition of Vocare Limited on 24 October 2017.

www.vocare.org.uk 

Greenbrook Healthcare - leading provider of NHS urgent care centres

A wholly owned subsidiary of Totally plc, Greenbrook Healthcare is an innovative primary care organisation caring for NHS patients across London and the home counties. The business delivers services for NHS patients in a growing number of GP Practices, Walk-in Centres, Urgent Care Centres and community services. Totally completed the acquisition of Greenbrook Healthcare on 20 June 2019.

www.greenbrook.nhs.uk 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them are set out below pursuant to the EU Market Abuse regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Robert Holt, Chairman Wendy Lawrence, Chief Executive Officer Lisa Barter, Finance Director
2	Reason for the notification
a)	Position/status	See 1 a) above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Totally plc
b)	LEI	213800C2NOWOH14F5J30
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10p each ISIN code: GB00BYM1JJ00
b)	Nature of the transaction	Acquisition of ordinary shares via an open offer
c)	Price(s) and volume(s)	Director/PDMR  Price(s) Volume(s) Robert Holt, Chairman 10p 169,744 Wendy Lawrence, Chief Executive Officer 10p 8,722 Lisa Barter, Finance Director 10p 100,833
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) 10p 279,299
e)	Date of the transaction	20 June 2019
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Wendy Lawrence, Chief Executive Officer Lisa Barter, Finance Director Gloria Cooke, Clinical Quality Director Michael Steel, Executive Director
2	Reason for the notification
a)	Position/status	See 1 a) above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Totally plc
b)	LEI	213800C2NOWOH14F5J30
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10p each ISIN code: GB00BYM1JJ00
b)	Nature of the transaction	Grant of options over ordinary shares
c)	Price(s) and volume(s)	Director/PDMR  Price(s) Volume(s) Wendy Lawrence, Chief Executive Officer Nil cost 3,000,000 Lisa Barter, Finance Director Nil cost 1,500,000 Gloria Cooke, Clinical Quality Director Nil cost 1,500,000 Michael Steel, Executive Director Nil cost 1,500,000
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) Nil 7,500,000
e)	Date of the transaction	20 June 2019
f)	Place of the transaction	Outside a trading venue

 

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