Subscription, Other Matters & Notice of GM

RNS Number : 9535W

Totally PLC

25 August 2015

 

Totally plc

("Totally" or the "Company")

Proposed Subscription to raise £1.05 million

Proposed Appointment of Bob Holt and other Board Changes

Proposed Share Consolidation

And

Notice of General Meeting

The Board of Totally (the "Board"), the provider of a range of services to the healthcare sector, today announces that the Company has conditionally raised £1,050,000 (before expenses) by way of a Subscription (the "Subscription") with institutional and other investors (together the "Investors").  

The Board also proposes for all of the Company's existing ordinary shares of 0.1p each ("Existing Ordinary Shares") to be consolidated into New Ordinary Shares of 10p each ("New Ordinary Share") on the basis that each 100 Existing Ordinary Shares will be consolidated into 1 New Ordinary Share, disregarding fractions (the "Share Consolidation"). The Subscription will therefore be effected at a price of 17.5 pence per New Ordinary Share (the "Subscription Price"), which is equivalent to 0.175 pence per Existing Ordinary Share. It is proposed that 6,000,000 New Ordinary Shares are to be issued pursuant to the Subscription (the "Subscription Shares").

Immediately following the admission of the New Ordinary Shares to trading on AIM ("Admission"), it is proposed that Bob Holt, Chairman of Mears Group PLC, will join the Board as Non-Executive Chairman. In addition, immediately following Admission, Dr Michael Sinclair will step down as Non-Executive Chairman and will resign from the Board. Additional details in respect of the proposed Board changes can be found further below. 

Commenting on the Proposals, Wendy Lawrence, Chief Executive of Totally said: "This is an exciting, significant step for Totally to create value for both existing shareholders and new investors. I look forward to welcoming Bob to Totally and believe his vast experience and expertise will add to our current skill set, enabling us to take Totally to new levels. His track record in growing UK businesses will no doubt benefit Totally and add to our current business models and the significant potential that we know already exists across all healthcare sectors for our services.

I would also like to take this opportunity to thank Dr Michael Sinclair for his contributions to date and wish him well in all future endeavours."

Bob Holt, Proposed Non-Executive Chairman of Totally, added: "I am delighted to be joining the Board of Totally to help guide the business onto its next stage of development. I believe that clinical health coaching will be in increasing demand in the future and Totally will be at the forefront of providing a measureable positive impact on hospital admission rates. Totally will focus upon reducing the burden on the public sector by driving down the costs of these outsourced services. We have exciting plans for the future."

The Share Consolidation and Subscription are conditional, inter alia, upon the Company obtaining approval from Shareholders to approve the Share Consolidation and to grant authority to the Board to allot the Subscription Shares and to disapply pre-emption rights which would otherwise apply to the allotment of the Subscription Shares. The Subscription is also conditional upon Admission. 

The net proceeds of the Subscription will predominantly be used to:

(i)         implement the first phase of the roll out of Totally's proposed direct-to-consumer clinical health-coaching service (as described further below);

(ii)        further develop the Company`s existing business-to-business health-coaching offering; and

(iii)       provide additional working capital.

A circular (the "Circular") containing details of the Subscription, the Share Consolidation and other matters (collectively the "Proposals") will be posted to shareholders later today and will be available shortly for download from the Company's website: www.totallyplc.com.  Edited extracts from the Circular are detailed below. The same definitions apply throughout this announcement as are applied in the Circular. The Circular contains a notice convening a General Meeting to be held at 3.30 p.m. on 11 September 2015, at which the Directors will seek Shareholder approval for the Proposals.

For further information please contact:

Totally Plc / Totally Health	020 3077 2202
Wendy Lawrence, Chief Executive
Allenby Capital Limited (Nominated Adviser & Joint Broker)		0203 328 5656
Nick Naylor / Nick Athanas / Alex Brearley
Optiva Securities Limited (Joint Broker)		020 3137 1902
Christian Dennis / Jeremy King
Blytheweigh		020 7138 3204
Tim Blythe / Wendy Haowei / Andrea Benton

Notes to Editors

Totally plc is focused on the provision of professional health coaching which promotes and facilitates self care. Totally's services have been shown to reduce costs for Clinical Commissioning Groups by, for example, reducing unplanned admissions to hospitals and visits to Accident and Emergency Departments.

Totally currently operates contracts with NHS England and several CCGs across England delivering their Long Term Condition Management and Shared Decision Making Programs. 

Totally Health is a provider of a range of services to the healthcare sector that supports individuals to better understand their clinical conditions and support them to avoid exacerbations of such conditions and promote self care.

Shared Decision Making and the Management of Long Term Conditions are key strategic areas for the NHS in England. The NHS in England estimates that £7 out of every £10 spent on health and social care is spent looking after people diagnosed with a Long Term Condition.

Totally plc

("Totally" or the "Company")

Proposed Subscription to raise £1.05 million

Proposed Appointment of Bob Holt and other Board Changes

Proposed Share Consolidation

And

Notice of General Meeting

Introduction

Totally announced today that it proposes to raise £1,050,000 (before expenses) by way of a conditional Subscription with institutional and other investors (together the "Investors"). The net proceeds of the Subscription will predominantly be used to: (i) implement the first phase of the roll out of Totally's proposed direct-to-consumer clinical health-coaching service (as described further below); (ii) further develop the Company`s existing business-to-business health-coaching offering; and (iii) provide additional working capital.

In conjunction with the Subscription, certain changes to the Company's Board are proposed, further details of which can be found below. 

The Share Consolidation and Subscription are conditional, inter alia, upon the Company obtaining approval from Shareholders to approve the Share Consolidation and to grant authority to the Board to allot the Subscription Shares and to disapply pre-emption rights which would otherwise apply to the allotment of the Subscription Shares. The Subscription is also conditional upon Admission.  A notice convening a General Meeting to be held at 3.30 p.m. on 11 September 2015, at which the Directors will seek your approval for the Resolutions, is to be found in Part II of the Circular.

The purpose of the Circular is to: (i) provide you with the background to and to set out the reasons for, and details of, the Proposals; (ii) explain why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole; and (iii) seek Shareholder approval for the Proposals.

The Circular also contains the Directors' recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their entire holdings, which amounts to interests in 35,983,884 Existing Ordinary Shares representing approximately 9.02% per cent. of the Company`s Existing Ordinary Shares.

Set out at the end of the Circular is a notice convening a General Meeting of the Company to be held at 3.30 p.m. on 11 September 2015 at Suite 1 Lighterman House, 26-36 Wharfdale Road, London N1 9RY, at which the Directors will seek your approval for the Resolutions, the passing of which will enable the Subscription to proceed.

Background to, and reasons for, the Subscription

Totally is a provider of innovative solutions to the healthcare sector.  In more recent years, Totally's major emphasis has been the provision of clinical health-coaching services, with the Group having provided such services to the NHS since 2012.

Clinical Health-Coaching

Clinical health-coaching is a personal and confidential service where a registered, experienced and qualified nurse provides one-to-one advice, usually via the telephone, to a patient diagnosed with at least one long-term medical condition.  The aim is to teach the patient how they can 'self-manage' their condition, to reduce the day-to-day impact that the condition has on their life. All advice is based on proven models and methodologies, and underpinned by the latest clinical evidence and research.

Clinical Commissioning Groups and other Business-to-Business routes to market

Totally has provided clinical health-coaching services to UK National Health Service patients via a number of programmes that have been commissioned by Clinical Commissioning Groups.  The Board believes that these programmes have demonstrated the significant and measurable positive impact that clinical health-coaching has on patients. 

The Group's longest running programme is with Leicester City Clinical Commissioning Group, which started in 2012.  In the first year of working with Leicester City Clinical Commissioning Group, the Group reduced the average unscheduled hospital admission rate per patient from 3.29 admissions to 0.71 admissions for 2013/14. The Directors believe that the programme provided a cost saving of approximately £353,000 to Leicester City Clinical Commissioning Group in the first 26 weeks of its operation.  The Directors also consider the feedback from patients to have been highly supportive. 

However, despite the demonstrable benefits, clinical health-coaching services are not widely available via the NHS.  The Board still considers there to be significant potential in marketing its services to Clinical Commissioning Groups and other corporate stakeholders in the healthcare sector.  This is evidenced by the Group's current pipeline, where the Group is in detailed discussions with approximately 30 Clinical Commissioning Groups in connection with offering health coaching based services for long-term medical condition management. 

Discussions are also ongoing in respect of Totally potentially partnering with other organisations to deliver health coaching via different business-to-business routes, including pharmaceutical companies, personal medical insurers, domiciliary care providers and large employers.

In 2015, the Group secured its first working partnership with a national charity, The British Lung Foundation, with which it will partner to work with Somerset Clinical Commissioning Group to deliver its clinical health coaching services to support patients with the long term condition of Chronic Obstructive Pulmonary Disease.

Direct-to-Consumer Clinical Health-Coaching Services

The Group's significant experience of developing its NHS service and operating clinical health-coaching programmes has led the Board to believe that there is significant market potential for a direct-to-consumer clinical health-coaching product, to which patients with long-term medical conditions can subscribe.

There are over 15 million people in the UK diagnosed with at least one long-term medical condition.  The impact of these conditions on the day-to-day lives of these people can be enormous.  Unplanned hospital admissions lead to increased time off work and cancelled social arrangements as well as placing a huge emotional burden on the patient, their families and carers.

The Company has commissioned an independent market research report, which has indicated via the use of certain assumptions that, amongst other things, there is a demand for this service and that the initial target market has an estimated value of over £200m.  The Company has used this market research to shape its direct-to-consumer clinical health-coaching product and develop a `likely adopter` profile. 

An individual or their families can choose to subscribe to the service, which is intended to be a personal, professional, clinically focused and patient-centred service, which is tailored for each individual.  The service is anticipated to be an entirely telephonic service, where each subscriber will have a named clinical health coach, who will arrange regular calls with them at the subscriber's convenience. All of Totally's clinical health coaches are qualified, registered nurses who have undertaken additional specialist health-coach training. At present it is anticipated that the optimum monthly user fee would be in the £20 - £40 range.

The Board believes that there are currently no other UK-based clinical health-coach providers.  The Directors are aware of some UK and US-based services, but they are delivered via health insurance-based models.  Accordingly, the Directors believe that Totally is uniquely placed in the UK market to leverage its exclusive expertise and knowhow to further develop its NHS service into a direct-to-consumer service that patients with long term conditions want and can subscribe to.

Direct-to-Consumer Service Implementation Strategy

First Phase

The first phase of the roll out of the direct-to-consumer service is intended to optimise the service strategy, via the targeting of an initial 10,000 subscribers with diabetes and chronic obstructive pulmonary disease.  The Directors intend to launch this phase approximately five months after the completion of the Subscription, with the relevant service users being acquired over the 12 months from commencement.

It is anticipated that the key operational steps in delivering the first phase of the direct-to-consumer service to market are as follow: 

•     The scaling up of Totally's IT infrastructure, leveraging the Group's current knowledge.

•     The creation of the support infrastructure for the service.

•     The implementation of the multi-channel digital marketing strategy.

•     The recruitment of appropriate health-coach candidates.

Whilst delivering the first 10,000 service users, the Board intends for the Group to test, analyse and refine its communication approaches, to seek to find the optimum marketing channels and the appropriate cost of acquisition of a user.

Second Phase

The second phase of the roll out of the direct-to-consumer service is intended to be a high growth phase, where the Group will target all remaining `likely adopters` with diabetes and chronic obstructive pulmonary disease, coronary heart disease and coronary heart failure.  The Directors intend to launch this second phase approximately 12 months from start of the first phase.

Use of Proceeds

The Directors believe that the net proceeds of the Subscription will allow the Company the working capital required to: (i) implement the first phase of the roll out of the direct-to-consumer clinical health-coaching service (as described above); and (ii) further develop the Company's existing business-to-business health-coaching offering. The net proceeds of the Subscription will also provide additional working capital for the Company. 

The Company will require additional external funding to fund the second phase of the roll out of the direct-to-consumer clinical health-coaching service (as described above).

The Board is confident that the conversion of the pipeline of contract prospects will improve following the implementation of the Proposals. However if the conversion of the pipeline were to fall below the Board's expectations, the Group would not have sufficient working capital for the next 12 months without the funds raised from the Subscription. Shareholders should therefore be aware that if the Subscription is not approved at the General Meeting and/or the Subscription does not become unconditional, the Company may not have sufficient working capital available to it for the next 12 months from the date of this announcement and the Board may, in due course, be required to take action to protect the interests of creditors.

Current trading and prospects

On 23 July 2015, the Company announced its results for the six months ended 30 June 2015.  During this period the Group made an operating loss of £71,000 (2014 H1: operating loss £272,000), an EBITDA loss of £69,000 (2014 H1: EBITDA loss £267,000) on Group turnover of £418,000 (2014 H1: £196,000).  During the first quarter of 2015, the Group achieved its target of making a positive EBITDA.  However, as contracts entered into the evaluation phase EBITDA reduced in the second quarter of 2015, with the six months to 30 June 2015 ending with an EBITDA loss.

The Board's strategy is to balance financial prudence with commercial growth. The Group's pipeline continues to grow and we remain very optimistic of securing new clients during the remainder of 2015.  The gap to profitability across the Group is closing and is expected to improve in the second half of the 2015, with a monthly profit expected to be maintained by Q4 2015 or earlier.  The Board is confident in its comprehensive strategy to close the monthly funding gap and reach continued profitability.

In addition to the above focus on the current route to market, via the NHS, discussions are also ongoing in respect of Totally potentially partnering with other organisations to deliver health coaching via different business-to-business routes, including pharmaceutical companies, personal medical insurers, domiciliary care providers and large employers.

The Board is also in discussions with potential strategic partners for the B2C offering. These partnerships will help develop a compelling and integrated solution to manage Long Term Conditions.

It is envisaged that these integrated models will not only benefit the B2C market but also increase the efficacy of the current suite of products for B2B solutions.

Proposed Board Changes

It is proposed that, immediately following Admission, Bob Holt will join the Board as Non-Executive Chairman. In addition, immediately following Admission, I will step down as Non-Executive Chairman and will resign from the Board. Pursuant to the terms of my resignation letter, the Company has agreed to pay all outstanding director fees owed to me and an amount equal to six months' notice.

Brief biographical details in respect of Bob Holt are provided below, in addition to certain disclosures required by the AIM Rules in accordance with Schedule 2(g). 

Robert (Bob) Holt (Proposed Non-Executive Chairman, aged 60)

Bob Holt has a background in developing support service businesses.  He has operated in the service sector since 1981, initially in a financial capacity then moving into general management.  In 1996 Bob bought a controlling interest in Mears Group PLC, the support services group focused on social housing and domiciliary care services.  Bob was instrumental in Mears' growth and oversaw the Company's flotation on AIM and subsequent listing on the Main Market of the London Stock Exchange.  He is also Non-Executive Chairman of energy procurement consultant Inspired Energy plc, Non-Executive Chairman of independent logistics and parcel distribution company DX (Group) plc and a director of a number of other businesses.

Bob Holt is or has been a director or partner of the following companies or partnerships during the previous 5 years:

Current	Previous
Business Strategy LLP	Green Compliance plc
Senone LLP	Supporta Limited
Mears Group PLC	Nektan UK Limited (previously known as Mfuse Limited)
Precision Midstream plc	Electra-Net Holdings Limited
Inspired Energy plc
The Mears Foundation
Seneca Partners Limited
Coal Hole Limited
DX (Group) plc
Ensco 996 Limited
Global Trees plc

Pursuant to the terms of his letter of appointment, Bob Holt has undertaken to not draw any director fees from the Company until the Company generates annualised EBITDA of £1.0 million, following which the Company shall pay Bob Holt a fee of £30,000 per annum.

Details of the Subscription

The Company is proposing to raise gross proceeds of £1,050,000 (approximately £1,000,000 net of estimated expenses) pursuant to the Proposals though the issue to institutional and other investors of the Subscription Shares at the Subscription Price.

The Subscription is not being made on a pre-emptive basis and existing Shareholders will not have the right to participate in the Subscription. The Directors have decided to effect the fundraising by way of the Subscription rather than by offering all Shareholders the opportunity to acquire further shares. The Directors believe that the additional cost and delay incurred in connection with any such offer would not have been in the best interests of the Company. The Subscription is not being underwritten. 

The Subscription Price represents a discount of approximately 22.2 per cent. to the closing middle market price of an Existing Ordinary Share of 0.225 pence on 24 August 2015, being the latest practicable date prior to the publication of the Circular. The Subscription Shares will represent approximately 60.05 per cent. of the New Ordinary Shares.

The Subscription Shares will be issued credited as fully paid and will rank pari passu in all respects, including the rights to receive all dividends and other distributions on or after the date on which they are issued.

The following Subscribers, who have each signed a Subscription Letter, will be "significant shareholders" for the purposes of the AIM Rules (i.e. will hold 3% or more of the New Ordinary Shares) upon Admission:

Name of Subscribers	Number of Subscription Shares	Percentage of Total New Ordinary Shares
Robert Holt (Proposed Chairman)	600,000	6.01%
Seneca Partners Limited*	900,000	9.01%
Livingbridge VC LLP	900,000	9.01%
Miton Asset Management Limited	900,000	9.01%
Unicorn Asset Management Limited	900,000	9.01%
Optiva Securities Limited**	900,000	9.01%

* Robert Holt is a director of Seneca Partners Limited and has a minority shareholding in Seneca Partners Limited. 

** Optiva Securities Limited currently holds 2,693,653 Existing Ordinary Shares.  Following Admission, Optiva Securities Limited will be interested in up to 926,936 New Ordinary Shares, representing 9.28% of the total New Ordinary Shares.

Details of the Share Consolidation

The Company is proposing to undertake a restructuring of its share capital. In order to consolidate the number of Existing Ordinary Shares in issue and to allow the Subscription to proceed at a share price appropriate for the Company, the Share Consolidation has been proposed.

Under the Share Consolidation, it is proposed that the Existing Ordinary Shares will be consolidated so that every 100 Existing Ordinary Shares of 0.1 pence each will be consolidated into one New Ordinary Share of 10 pence. Shareholders with a holding of Existing Ordinary Shares which is not exactly divisible by 100 will have their holdings rounded down to the nearest whole number of Ordinary Shares. Holders of fewer than 100 Existing Ordinary Shares will not be entitled to receive any New Ordinary Shares following the Share Consolidation. Any fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market and, subject to article 13.2.1 of the Company's articles of association, the net proceeds will be distributed among the persons entitled to them in accordance with the Company's articles of association.

The Board believes that the consolidation of share capital will result in a more appropriate number of shares in issue for a company of Totally's size in the UK market. The Share Consolidation may also help to make the New Ordinary Shares more attractive to investors and may result in a narrowing of the bid/offer spread, thereby improving liquidity.

Immediately following the Share Consolidation (but before completion of the Subscription) Shareholders will still hold the same proportion of the Company's ordinary share capital as before the Share Consolidation (save in respect of the fractional entitlements). Other than a change in nominal value, the New Ordinary Shares will carry equivalent rights under the Company's articles of association to the Existing Ordinary Shares.

All entitlements under outstanding Share Options and Warrants shall be recalculated accordingly as a result of the Share Consolidation with entitlements rounded down to the nearest whole share.

All Subscription Shares will be allotted on a post-Share Consolidation basis.

Approval for the Share Consolidation will be sought by passing of Resolution 1 at the General Meeting.

Following the Share Consolidation replacement share certificates will be despatched by first class post to Shareholders in respect of newly denominated New Ordinary Shares held in certificated form. Share certificates in respect of New Ordinary Shares are expected to be despatched by 22 September 2015. All share certificates previously issued will no longer be valid and should be destroyed.

In respect of Existing Ordinary Shares held in uncertificated form, CREST accounts will be credited with the newly denominated New Ordinary Shares on 15 September 2015.

Following the Share Consolidation the new ISIN code for the Company's New Ordinary Shares will be GB00BYM1JJ00.

Application for Admission to AIM

Application will be made to AIM for the New Ordinary Shares to be admitted to trading on AIM. It is expected that such Admission will become effective and that dealings will commence in the New Ordinary Shares at 8.00 a.m. on 15 September 2015.

General Meeting

You will find set out at the end of this Circular a notice convening the General Meeting to be held at the Company's offices at Suite 1 Lighterman House, 26-36 Wharfdale Road, London N1 9RY at 3.30 p.m. on 11 September 2015.

The Resolutions to be proposed at the General Meeting are as follows:

·    an ordinary resolution to approve the Share Consolidation;

·    an ordinary resolution to give the Directors' general authority, pursuant to section 551 of the Act, to allot equity securities of an aggregate nominal amount of £600,000 (being the Subscription Shares) , prior to the Company's next annual general meeting in 2016, in addition  to all previous powers granted to them; and

·    a special resolution, pursuant to section 570 of the Act, to empower the Directors to disapply statutory pre-emption rights over equity securities up to an aggregate nominal amount of £600,000 (being the Subscription Shares) prior to  the Company's next annual general meeting in 2016, in addition to  all previous powers granted to them.

Irrevocable undertakings

The Directors have irrevocably undertaken to vote in favour of the Resolutions in respect of their aggregate beneficial holdings of 35,983,884 Existing Ordinary Shares representing approximately 9.02 per cent. of the Existing Ordinary Shares.

Action to be taken

Shareholders will find attached to the Circular a Form of Proxy for use in connection with the General Meeting. The Form of Proxy should be completed and returned in accordance with the instructions thereon so as to be received by Share Registrars Limited, Proxy Department, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible and in any event not later than 48 hours (excluding any part of a day that is not a business day) before the time of the General Meeting. Completion and return of the Form of Proxy will not prevent a Shareholder from attending and voting at the General Meeting should he/she so wish.

Recommendation

The Directors consider the Proposals to be fair and reasonable and in the best interests of Shareholders and the Company as a whole.

Accordingly, the Directors unanimously recommend all Shareholders vote in favour of the Resolutions at the General Meeting as they intend to do in respect of their own beneficial holdings of 35,983,884 Existing Ordinary Shares, representing approximately 9.02 per cent. of the Existing Ordinary Shares.

Shareholders should be aware that if the Subscription is not approved at the General Meeting and/or the Subscription does not become unconditional, the Company may not have sufficient working capital available to it for the next 12 months from the date of the Circular and the Board may, in due course, be required to take action to protect the interests of creditors.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                                                                                                                               2015

Announcement of the Proposals and posting of the Circular                                                                           25 August

Latest time and date for receipt of Form of Proxy                                                                         3.30 pm on 9 September

General Meeting                                                                                                                               3.30 pm on 11 September

Record date for the Share Consolidation                                                                    close of business on 14 September

Admission to trading on AIM effective and dealings commence in the                                 8.00 am on 15 September

New Ordinary Shares

New Ordinary Shares resulting from the Share Consolidation credited to CREST Accounts                 15 September

for uncertificated holders

Subscription Shares credited to CREST accounts for uncertificated holders                                            15 September

Despatch of definitive share certificates for Subscription Shares and New Ordinary                        by 22 September

Shares resulting from the Share Consolidation for certificated holders

Notes:

(1)     References to times in this announcement, the Circular and the Notice of General Meeting are to London time (unless otherwise stated).

(2)     If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement from the Company through an RIS.

(3)     The timing of the events in the above timetable and in the rest of this announcement is indicative only.

SUBSCRIPTION STATISTICS

Market price per Existing Ordinary Share (1)                                                                                                                                                           0.225 pence

Issue Price of each Subscription Share (prior to the Share Consolidation)                                                   0.175 pence

Number of Existing Ordinary Shares in issue (2)                                                                                                                                                  399,116,662

Number of New Ordinary Shares in issue prior to the Subscription                                                                    3,991,166

(but following the Share Consolidation)                                                                                                                                 

Number of Subscription Shares being subscribed for at the Subscription Price                                               6,000,000

Number of New Ordinary Shares in issue on Admission following the Proposals                                                                 9,991,166

Percentage of New Ordinary Shares represented by the Subscription Shares                                         60.05 per cent.

Market capitalisation of the Company on Admission at the Subscription Price               approximately £1.75 million

(after adjusting for the Share Consolidation)

Gross proceeds of the Subscription                                                                                                                       £1,050,000

Estimated net proceeds of the Subscription                                                                                                         £1,000,000

Current International Securities Identification Number (ISIN)                                                                    GB0000414416

Proposed new International Securities Identification Number of the New Ordinary Shares               GB00BYM1JJ00

Notes:

(1)     Representing the mid-market price of the Company's Ordinary Shares on AIM on 24 August 2015, being the last practicable Business Day prior to this announcement.

(2)     As at 24 August 2015, being the last practicable Business Day prior to this announcement.

DEFINITIONS

''Act''                                            the Companies Act 2006

''Admission''                               the admission of the New Ordinary Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules

''AIM''                                          the AIM market operated by the London Stock Exchange

''AIM Rules''                               the AIM Rules for Companies (including the guidance notes) published by the London Stock Exchange in 13 May 2014 (as amended) governing the admission to and the operation of AIM

"Allenby"                                      Allenby Capital Limited, the Company's nominated adviser and joint broker (incorporated in England and Wales with company number 06706681), whose registered office address is at 3 St. Helen's Place, London, EC3A 6AB

"Articles"                                      the articles of association of the Company (as amended from time to time)

''Business Day''                          a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England

''certificated'' or                          not in uncertificated form

''certificated form''

''Circular"                                      the circular to shareholders dated 25 August 2015, which, for the avoidance of doubt, does not comprise a prospectus (under the Prospectus Rules) or an admission document (under the AIM Rules)

''Company'' or "Totally"           Totally Plc (incorporated and registered in England and Wales with company number 03780101), whose registered office address is at Suite 1 Lighterman House, 26-36 Wharfdale Road, London N1 9RY

''CREST''                                      the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

''CREST member''                       a person who has been admitted by Euroclear as a system-participant (as defined in the CREST Regulations)

''CREST Participant''                  a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)

''CREST Regulations''                the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)

"Deferred Shares"                        the 228,402,392 deferred shares of 0.9 pence each in the capital of the Company

''Directors'' or ''Board''             the current directors of the Company whose names appear on page 4 of the Circular

''Enlarged Share Capital''           the issued ordinary share capital of the Company immediately following Admission, comprising the New Ordinary Shares issued pursuant to the Share Consolidation, the Subscription Shares and the Deferred Shares

''EU''                                             the European Union

''Euroclear''                                  Euroclear UK & Ireland Limited, the operator of CREST

''Existing Ordinary Shares''       the ordinary shares of 0.1 pence each, of which 399,116,662 are in issue as at the date of the Circular, being the entire issued ordinary share capital of the Company prior to the Subscription

"Form of Proxy"                           the form of proxy for use by Shareholders in connection with the General Meeting which accompanies the Circular

''FCA''                                          the United Kingdom Financial Conduct Authority, the statutory regulator under FSMA responsible for the regulation of the United Kingdom financial services industry

''FSMA''                                       the Financial Services and Markets Act 2000 (as amended)

''General Meeting''                     the general meeting of the Company to be held at 3:30 pm on 11 September 2015, or any adjournment thereof, notice of which is set out at the end of the Circular

''Group''                                        the Company and its subsidiaries and its subsidiary undertakings

''ISIN''                                           International Securities Identification Number, being GB0000414416 for the Company's Existing Ordinary Shares prior to the Share Consolidation and GB00BYM1JJ00 for the New Ordinary Shares after the Share Consolidation

''London Stock Exchange''        London Stock Exchange Group plc

''New Ordinary Shares''             the ordinary shares of 10 pence each in the capital of the Company following the Share Consolidation and including the Subscription Shares

"Notice of General Meeting"     the notice convening the General Meeting contained in the Circular

"Optiva"                                        Optiva Securities Limited, the Company's joint broker (incorporated in England and Wales with company number 3068464), whose registered office address is at 2 Mill Street, Mayfair, London, W1S 2AT

"Ordinary Shares"                       the existing ordinary shares of 0.1 pence each in the capital of the Company prior to the Share Consolidation

"Proposals"                                  the Subscription, the Share Consolidation and the other matters, as set out in the Circular

"Proposed Director"                    Mr Robert Holt, who will join the Board as Non-Executive Chairman immediately following Admission

"Prospectus Rules"                     the Prospectus Rules made in accordance with EU Prospectus Directive 2003/7l/EC

"Resolutions"                               the resolutions set out in the Notice of General Meeting

"RIS"                                              a regulatory information service by which companies can disseminate information to AIM in accordance with the AIM Rules

"Shareholders"                             the holders of Existing Ordinary Shares in the Company

"Share Consolidation"                the proposed consolidation of all the Existing Ordinary Shares into the New Ordinary Shares on the basis that each 100 Existing Ordinary Shares will be consolidated into 1 New Ordinary Share (disregarding fractions)

"Share Options"                           the 35,125,000 share options granted by the Company under the Share Option Schemes

"Share Option Schemes"            the EMI and unapproved share options schemes of the Company

"Subscribers"                               a subscriber in the Subscription

"Subscription"                             the subscription by the Investors for the Subscription Shares on the terms and conditions set out in the Subscription Letters

"Subscription Letters"                the letters in the agreed form issued by the Company to prospective Subscribers confirming their acceptance of the offer to subscribe for the Subscription Shares and the accompanying letter of confirmation to be completed by the Subscribers

"Subscription Price"                    17.5 pence per New Ordinary Share subscribed pursuant to the Subscription, which is equivalent to 0.175 pence per Existing Ordinary Share

''Subscription Shares''               the New Ordinary Shares of 10 pence each in the capital of the Company to be issued pursuant to the Subscription

 ''UK'' or ''United Kingdom''   the United Kingdom of Great Britain and Northern Ireland

''UK Listing Authority''             the UK Listing Authority, being the FCA acting as competent authority for the purposes of Part V of FSMA

''uncertificated'' or                      recorded on the relevant register or other record of the share or other security confirmed

''in uncertificated form''             as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by way of CREST

"United States" or "US"             the United States of America, its territories and possessions, any state of the United States and the District of Columbia

"Warrants"                                   the 42,763,001 warrants to subscribe for Ordinary Shares, which are exercisable at several different prices over a variety of exercise periods

-Ends-

 

END

 

 

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