REG - AIM Totally PLC - Schedule One - Totally plc <Origin Href="QuoteRef">TLY.L</Origin>

TotallyAnnouncement

15/03/2016 07:30

RNS Number : 0974S
AIM
15 March 2016
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:
Totally plc
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):
Lighterman House
26-36 Wharfdale Road
London N1 9RY
United Kingdom
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
http://www.totallyplc.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Totally plc ("Totally" or the "Company") is a provider of innovative solutions to the healthcare sector, both to the National Health Service and private sector companies, to help patients better understand healthcare options, promote self-care and aid long term behavioural change which in turn impact on lifestyle and reliance on healthcare solutions. The Company achieves this principally through its wholly-owned subsidiary, Totally Health Limited, which was established in 2011 specifically to provide innovative healthcare solutions. The Company's main country of operation is the UK. 
The Company has conditionally agreed to acquire the entire issued share capital of Premier Physical Healthcare Limited ("Premier") for a maximum consideration of 6.75 million based on the financial performance of Premier (the "Acquisition"). Pursuant to Rule 14 of the AIM Rules for Companies, the Acquisition constitutes a reverse takeover. Shareholder approval is being sought at a general meeting to approve the admission of the Company's entire issued and to be issued ordinary share capital to trading on AIM on completion of this transaction. 
Premier is incorporated and registered in England and Wales and is a provider of physical healthcare services to both public and private patients. Since its establishment in 1997, Premier has offered physiotherapy, podiatry and ergonomics services to a variety of clients. 
Premier provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. Premier's clinical staff are either chartered physiotherapists, orthopaedic and rheumatology rehabilitation consultants or state registered podiatrists. The majority of Premier's revenue is derived from the provision of physiotherapy and podiatry to National Health Service patients. Premier's main country of operation is the UK.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
Number of securities to be admitted: 19,994,953
Type and nominal value of the securities: Ordinary Shares of 10p each in the Company
Issue price: 62p per Ordinary Share
Shares to be held in treasury: None
There are no restrictions as to transfer of the securities
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: 6.20 million raised via a subscription 
Anticipated market capitalisation on Admission: 12.40 million 
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
44.55 per cent.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Robert (Bob) Holt OBE
Chairman
Wendy Jayne Lawrence
Chief Executive Officer
Donald (Don) Ahelan Baladasan
Finance Director
Anthony (Tony) Rhys Bourne
Non-Executive Director
Michael (Mike) Greig Rogers
Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission
After Admission
Shareholder
Ordinary Shares
%
Ordinary Shares
%
Unicorn Asset Management Limited
900,000
9.01
4,850,000
24.26
Seneca Partners Limited
900,000
9.01
2,916,000
14.58
Schroders Plc
515,000
5.15
1,995,000
9.98
Miton Asset Management Limited
900,000
9.01
1,800,000
9.00
Optiva Securities Limited
900,000
9.01
1,198,710
6.00
Livingbridge VC LLP
900,000
9.01
900,000
4.50
Robert (Bob) Holt
600,000
6.01
800,000
4.00
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
Dividends of 36,450 have been paid by Premier to each of Wayne Llewellyn and Raphael Leal within the 12 months preceding the date of the admission document. Wayne Llewellyn and Raphael Leal are the Chief Executive Officer and Chief Financial Officer of Premier and are also Premier's major shareholders. 
(i) ANTICIPATED ACCOUNTING REFERENCE DATE 
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 30 June 2015 for Totally / 30 September 2015 for Premier 
(iii) 30 June 2016 (annual report for the period ended 31 December 2015)
30 September 2016 (interim report for the period ended 30 June 2016)
30 June 2017 (annual report for the period ended 31 December 2016)
EXPECTED ADMISSION DATE:
1 April 2016
NAME AND ADDRESS OF NOMINATED ADVISER:
Allenby Capital Limited
3 St. Helen's Place
London
EC3A 6AB
United Kingdom
NAME AND ADDRESS OF BROKER:
Allenby Capital Limited
3 St. Helen's Place
London
EC3A 6AB
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
Copies of the admission document, which will contain full details about the Company and the admission of its securities, will be available from the registered office of the Company and at the offices of Allenby Capital Limited, 3 St. Helen's Place, London EC3A 6AB during normal business hours on any weekday (Saturdays and public holidays excepted) for a period of one month from the date of admission.
The admission document will also be available to download from the Company's website www.totallyplc.com
DATE OF NOTIFICATION:
15 March 2016
NEW/ UPDATE:
NEW

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