REG - Totally PLC - Final Results <Origin Href="QuoteRef">TLY.L</Origin> - Part 2
28/03/2017 07:10
- Part 2: For the preceding part double click ID:nRSb6824Aa
head office function.
Premier Physical Healthcare Ltd provides a comprehensive range of treatments and advice for musculoskeletal injures and
conditions.
About Health Limited provides the high-quality dermatology services.
Optimum Sports Performance Centre Limited provides physiotherapy services.
The Group's management reporting and controlling systems use the accounting policies that are the same as those referred to
in Note 4.
Segmental analysis - segment measures
The Group measures the performance of its operating segments through a measure of segment profit or loss which is referred
to as EBITDA. This measure is reported to the CODM for the purposes of resource allocation and assessment of performance.
Interest income, interest expense and income tax expense are not included in the EBITDA profit measure which is reviewed by
the CODM. Tax and treasury balances are managed centrally.
Segment assets and liabilities are not regularly provided to the CODM. The Group has elected, as provided under IFRS 8
"Operating Segments" (amended 2009) not to disclose a measure of segment assets or liabilities where these amounts are not
regularly provided to the CODM.
Inter-segment revenue is recorded at values that represent estimated third-party selling prices.
With respect to geographical regions, revenue is generally allocated to countries based on the location where the goods and
services are provided. Non-current assets are disclosed according to the location of the businesses to which the assets
relate. In 2016 and 2015, all segments operated solely in the UK, and as a result no secondary format is provided in the
financial statements.
Segmental analysis - major customers
During the year there were 8 customers (2015: 2) which separately comprised 10% or more of revenue of each subsidiary.
2016 2015
£'000 £'000
Totally Health
Major Customer 1 150 62
Major Customer 2 53 55
203 117
Premier
Major Customer 1 Major Customer 2 896520 --
1,416 -
About Health
Major Customer 1Major Customer 2 381177 --
558 -
Optimum
Major Customer 1Major Customer 2 2515 --
40 -
Primary reporting format - business segments
The table below sets out information for the Group's business segments for the years ended 31 December 2016 and 2015.
Segment revenue represents revenue from external customers arising from the sale of goods and services.
The type of products sold by each segment is detailed in the Strategic Report. Segment results include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis.
Analysis by business segment 2016
Totally Premier About Health Optimum Head Office Total
HealthMy Clinical PhysicalHealthcare SportsPerformance
Coach Centre
£000 £000 £000 £000 £'000 £'000
Revenue 218 2,077 1,538 144 - 3,977
EBITDA (853) 178 192 30 (1,200) (1,653)
AmortisationDepreciation - (1) (2) (15) (645)(6) (645)(24)
Operating (loss)/profit (853) 177 190 15 (1,851) (2,322)
Share issue costs - - - - - -
Finance income - - -- 830 830
Finance costs - - - - - -
(Loss)/profit before tax (853) 177 190 15 (1,021) (1,492))
Income tax - 3 (13) (14) - (24)
(Loss)/profit after tax (853) 180 177 1 (1,021) (1,516)
Segment assets 354 526 785 620 13,530 15,815
Segment liabilities (146) (267) (245) (216) 9,818 10,692
Analysis by business segment 2015
Innovative Head
solutions for Office
Healthcare* Total
£000 £000 £000
Revenue 577 - 577
EBITDA (29) (330) (359)
Depreciation (4) - (4)
Operating (loss)/profit (33) (330) (363)
Share issue costs - (49) (49)
Finance costs - (1) (1)
(Loss) before tax (33) (380) (413)
Income tax - - -
(Loss) after tax (33) (380) (413)
Segment assets 178 170 348
Segment liabilities (323) (164) (487)
*Totally Health and MyClinicalCoach are providers of innovative solutions to the health sector.
6. Loss on operating activities before taxation
2016 2015
£000 £000
Loss on ordinary activities before and after taxation is stated after charging:
Share-based payments (See note 20(b)) 25 55
Impairment charge for provisions in relation to irrecoverability of trade receivables - -
Operating lease charges - land and buildings 74 29
Defined contribution pension schemes 24 -
Expenses in connection with the acquisition of subsidiaries 495 -
Depreciation 24 4
Amortisation 645 -
Auditors' remuneration
Fees payable to the Company's auditors for the audit of the parent company and 20 17
consolidated financial statement
The audit of the Company's subsidiaries 19 5
Fees payable to the Company's auditors for the other services:
Other services 91 -
Tax compliance services 6 1
7. Employee information
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as
follows:
Number of employees
PLC/TH/MCC 2016 2015
Management and financeIT 72 5-
Sales and marketing 2 1
Administrative 1 1
Health coaches and project managers 6 6
Non-executive directors 3 3
21 16
Optimum
Management and finance AdministrativePhysios 4727
38 -
About Health
Management and finance AdministrativeClinicians 5 133
21 -
Premier
Management and finance AdministrativePhysios 12720
39
* The figures for Premier, About Health and Optimum relate to the period from acquisition.
Staff costs for the above employees and Directors (included under Administrative expenses):
2016 2015
£000 £000
PLC/TH/MCC
Wages and salaries 647 644
Social security costs 74 61
Share based payments* 20 44
Pension costs 1 -
742 749
Optimum
Wages and salariesSocial security costs 808 --
Pension costs - -
88 -
About Health
Wages and salaries Social security costs 16525 -
Pension costs 19 -
209 -
Premier
Wages and salariesSocial security costs 75194 -
Pension costs 1 -
846
The compensation for employees and Directors (included under Administrative expenses) includes the following:
2016 2015
Directors Key management personnel Staff Total Directors Key management personnel Staff Total
£000 £000 £000 £000 £000 £000 £000 £000
Share based payments 15 4 - 19 44 - - 44
SAYE 1 - - 1 - - - -
16 4 - 20 44 - - 44
Directors' emoluments
2016
Salaries & fees Bonus Pension 2016 2015
contribution
£000 £000 £000 £000 £000
Executive directors
W Lawrence 106 - - 106 93
A Margolis (resigned 28 /09/ 2015) ** - - - - 51
D Baladasan 88 - - 88 75
Non-Executive directors
T Bourne 15 - - 15 4
M Rogers 15 - - 15 1
R Holt* - - - - -
M J Sinclair (resigned 15/09/ 2015) ** - - - - 30
J Clipsham (resigned 25 /09/2015) ** - - - - 29
S Laitner (resigned 6 /11/ 2015) - - - - 17
224 - - 224 300
* R Holt has an agreement not to receive any emoluments until the Group's EBITDA exceeds £1m per annum
** During 2015, the directors listed below terminated their employment contracts and severance payments included in
director's emoluments above are as follows:
Dr. M J Sinclair - £12,500
A Margolis - £30,000
J Clipsham - £6,250
Employee benefits
Share - based employee remuneration
The Group operates an equity-settled share based compensation plan for Directors and executives. In accordance with IFRS 1,
the Group has elected to implement the measurement requirements of IFRS 2 in respect of only those equity-settled share
options that were granted after 7 November 2002 and that had not vested as at 1 January 2005. The fair value of the
employee services received in exchange for the grant of options is recognised as an expense over the vesting period. The
total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted at
the grant date.
At each year end date, the Group revises its estimate of the number of options that are expected to vest. It recognises the
impact of the revision of original estimates, if any, in the Statement of Consolidated Income, and a corresponding
adjustment to equity over the remaining vesting period. When share options are cancelled the Group accounts for the
cancellation as an acceleration of vesting and therefore recognises immediately the amount that otherwise would have been
recognised for services received over the remainder of the vesting period. The fair value of share options has been
assessed using the Black Scholes Model. For SAYE plans, employees are required to contribute towards the plan .This
non-vesting condition is taken into account in calculating grant date fair value.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal
value of the shares issued are allocated to share capital, with any excess being recorded as share premium.
8. Taxation
(a) Taxation charge
2016 2015
£000 £000
Total current income tax charged in the income statement 24 -
(b) Taxation reconciliation
The current income tax charge for the period is explained below:
2016 2015
£000 £000
Loss before tax (1,494) (413)
Taxation at the standard UK income tax rate of 20.00 % (2015: 20.75 %) (299) (86)
Non deductible expenses 106 14
Amortisation of intangible assets 129 -
Capital allowances in excess of depreciation (5) -
Tax losses utilised (1) -
Adjustments to tax charge in respect of prior periods 3 -
Losses carried forward 91 72
Total income tax charged in the income statement 24 -
(c) Deferred tax
Estimated tax losses of approximately £3,320,000 (2015: £3,006,000) are available to relieve future profits of the Group. A
deferred tax asset has not been recognised in respect of these losses due to uncertainty as to the timing and tax rate at
which these losses will be utilised against future taxable profit streams.
A deferred tax liability of £8,980 (2015: £Nil) has been recognised in relation to accelerated capital allowances.
9. Finance income
2016 2015
£000 £000
Finance income 830 -
Total finance income 830 -
Finance income relates to the fair value adjustment of the deferred consideration. The fair value adjustment is based on
net present value of the deferred consideration discounted at 3.5%.
10. Property, plant and equipment
Short
Motor Plant Office leasehold Computer
Vehicles Machinery Equipment property equipment Total
Group £000 £000 £000 £000 £000 £000
Cost
At 1 January 2016 - - - 32 6 38
Additions - - 2 - 22 24
Acquisition of PPH/AH/Optimum 31 124 69 - - 224
At 31 December 2016 31 124 71 32 28 286
Depreciation
At 1 January 2016 29 3 32
Acquisition of PPH/AH/Optimum 57 15 - - 72
Provided in the year 9 41 29 3 5 87
At 31 December 2016 9 98 44 32 8 191
At 31 December 2016 22 26 27 - 20 95
At 31 December 2015 - - - 3 3 6
Computer
equipment Total
Company £000 £000
Cost
At 1 January 2016 2 2
Additions 20 20
At 31 December 2016 22 22
Depreciation
At 1 January 2016 1 1
Provided in the year 3 3
At 31 December 2016 4 4
Net book value 18 18
At 31 December 2016 18 18
At 31 December 2015 1 1
11. Inventories
2016 2015
£000 £000
Consumables 2 -
Goods for resale 4 -
6 -
The cost of inventories recognised as an expense in administrative costs amounted to £6,000.
12. Investments
Company
Investments in share capital of wholly owned subsidiaries.
Total
£000
Cost
At 1 January 2016 -
AdditionsAcquisition of Premier Physical Healthcare LtdAcquisition of About Health LimitedAcquisition of Optimum Sports Performance Centre Limited 5,1177,700650
At 31 December 2016 13,467
Net book value
At 31 December 2016 13,467
At 31 December 2015 -
The Directors believe that the carrying value of the investments is supported by the expected future profitability of the
subsidiaries.
The subsidiary companies, all of which have been consolidated, at 31 December 2016 are as follows. All shares are held
directly by the company except My Clinical Coach Ltd which is wholly owned by Totally Health Ltd
Percentage of
Subsidiary undertakings held directly Country of incorporation equity capital held Nature of business
Totally Health Limited England and Wales 100% Bespoke IT healthcare solutions
My Clinical Coach Limited England and Wales 100% Direct to consumer health coaching services
Premier Physical Healthcare Ltd * England and Wales 100% Physiotherapy and podiatry service
About Health Limited England and Wales 100% Dermatology service
Optimum Sports Performance Centre Limited England and Wales 100% Physiotherapy service
*The subsidiaries of Premier Physical Healthcare Ltd, all of which have been consolidated, at 31 December 2016 are as
follows:
Subsidiary undertakings held directly Country of incorporation equity capital held Nature of business
Premier Ergonomics Limited England and Wales 100% Provision of ergonomic riskassessment
Core Ergonomics Limited England and Wales 90% Provision of online healthand safety risk assessments
13. Intangible assets
Group Development costs Intangible value of contracts Goodwill Total
£'000 £'000 £'000 £'000
Cost
At 1 January 2016 218 - - 218
Additions 495 - - 495
Acquisition of PPH/AH/Optimum - 1,239 11,362 12,601
At 31 December 2016 713 1,239 11,362 13,314
Amortisation
At 1 January 2016 - - - -
Provided in the year - 645 - 645
At 31 December 2016 - 645 - 645
Net book value
At 31 December 2016 713 594 11,362 12,669
At 31 December 2015 218 - - 218
Development costs relate to the design and construction of the business to consumer service (B2C) My Clinical Coach. As at
31 December 2016 the B2C service was still in the development phase and therefore no amortisation has been recognised in
the income statement. Management estimates the useful economic life of the system to be 5 years once development has been
completed.
Intangible Value of Contracts is the fair value expected profitability of contracts acquired on acquisition. The value of
these contracts is based on the net present value of the gross profit and directly attributable overheads.
. The contract values are amortised on a straight line basis over the life of the contracts in line with IFRS.
14. Trade and other receivables
Group Group Company Company
2016 2015 2016 2015
£000 £000 £000 £000
Trade receivables 1,146 33 - -
Other receivables 473 - 186 -
Directors' loans 3 6 - -
Prepayments and deferred costs 425 39 47 10
Amounts owed by group undertakings - - 2,459 1,057
2,047 78 2,692 1,067
The creation of provision for impaired trade receivables is included in administration costs in the income statement.
Amounts charged to the allowance account are generally written off when there is no expectation of recovering further cash.
There is no provision for other receivables. The ageing analysis of trade receivables is as follows:
2016 2015 2016 2015
£000 £000 £000 £000
Under three months 888 33 - -
Three to six months 257 - - -
Over six months 1 - - -
1,146 33 - -
The Group holds no collateral against these receivables at the year end date and does not charge interest on its overdue
receivables. The other classes within trade and other receivables do not contain impaired assets.
15. Trade and other payables
Group Group Company Company
2016 2015 2016 2015
£000 £000 £000 £000
Current
Trade payables 713 92 82 33
Amounts owed to group undertakings - - - -
Other taxes and social security 77 20 - -
Other creditors 18 11 - -
Corporation tax 43 - - -
Accruals 71 46 25 20
922 169 107 53
Trade payables and accruals principally comprise amounts outstanding from purchases and ongoing costs. The directors
consider that the carrying amount of trade payables approximates to their fair value.
16. Financial liabilities - borrowings
Undrawn facilities
As at 31 December 2016 and 31 December 2015 the Group had no undrawn overdraft facilities.
Other borrowings
Obligations under finance lease Invoice discounting facilities 2016 £'000 Obligations under finance lease Invoice discounting facilities 2015 £'000
Current 6 56 62 - - -
Non-Current 15 - 15 - - -
21 56 77 - - -
17.Business combinations
Premier Physical Healthcare Ltd
On 1 April 2016, the Company acquired the entire share capital of Premier Physical Healthcare Ltd and its wholly
subsidiaries for maximum consideration of £6.75 million, based on the financial performance of Premier. Premier is a
provider of physiotherapy, podiatry and ergonomics services to a variety of clients. The company was acquired to embark on
the Company's 'buy and build strategy' and to bring new and complementary routes to the existing health coaching
service. The assets and liabilities as at 1 April 2016 arising from the acquisition were as follows:
Fair value
£000
Property and equipment 4
Trade receivables and other debtors 410
Trade and other payables (256)
Borrowings (62)
Taxes and social security (39)
Net assets acquired 57
Goodwill 4,339
Value of contracts 721
Total consideration 5,117
Satisfied by:Cash 544
Deferred consideration falling due within one year 1,028
Deferred consideration falling due more after more than one year 3,545
5,117
The consideration for the acquisition is to be satisfied through the initial cash payment of £341,974, followed by the
second cash payment of £172,101 made in August 2016 and three potential deferred payments payable between 2017 and 2019
being settled as to 80 per cent. in cash and 20 per cent. via the issue of the new Ordinary Shares, based on the financial
performance of the Premier. The provision of £4.2 m in relation to the subsequent considerations have been recognised in
the consolidated statement of financial position.
Acquisition related cost of £284,808 has been recognised as an exceptional administrative expense in the consolidated
statement of comprehensive income.
About Health Limited
On 15 June 2016, the Company acquired the entire share capital of About Health Limited for a total maximum consideration of
£7,7 million, based on the financial performance of About Health. About Health provides community based health services
under contact to the NHS and a leader in the provision of dermatology and patient referral management services. The
acquisition of About Health is the next key step in the Company implementing its "buy and build'' strategy and growing a
diversified portfolio in the out of hospital care sector. The assets and liabilities as at 15 June 2016 arising from the
acquisition were as follow:
Fair value
£000
Property and equipment 9
Trade receivables and other debtors 626
Cash in hand 108
Trade and other payables (302)
Taxes and social security (54)
Net assets acquired 387
Goodwill 6,795
Value of contracts 518
Total consideration 7,700
Satisfied by:Cash 2,033
Deferred consideration falling due within one year 606
Deferred consideration falling due more after more than one year 5,061
7,700
The consideration for the acquisition is to be satisfied through the first initial cash payment of £2,033,529 (of which
£0.2m was used to settle shareholders' loans due to About Health Limited), followed by three potential deferred payments
payable between 2017 and 2019 being settled as to 80 per cent. in cash and 20 per cent. via the issue of the new Ordinary
Shares, based on the financial performance of the About Health.
The provision of £5.2 m in relation to the subsequent considerations have been recognised in the consolidated statement of
financial position.
Acquisition related cost of £161,612 has been recognised as an exceptional administrative expense in the consolidated
statement of comprehensive income.
Optimum Sports Performance Centre Limited
On 14 November 2016, the Company acquired the entire share capital of Optimum Sports Performance Centre Ltd. Optimum is an
established provider of physiotherapy services in the UK and the acquisition complements Totally's existing services. The
assets and liabilities as at 15 November 2016 arising from the acquisition were as follow:
Fair value
£000
Property and equipment 66
Inventory 6
Trade receivables and other debtors 433
Cash in hand 132
Trade and other payables (205)
Deferred tax (10)
Net assets acquired 422
Goodwill 228
Total consideration 650
Satisfied by:Cash 400
Deferred consideration falling due within one year 64
Deferred consideration falling due more after more than one year 186
650
The consideration for the acquisition is to be satisfied through the first initial cash payment of £400,000, followed by
two potential deferred payments payable between 2017 and 2018, wholly based on the financial performance of the Optimum
for the financial year ending 31 December 2016 and 31 December 2017.
The provision of £231,930 in relation to the subsequent considerations have been recognised in the consolidated statement
of financial position. The total consideration payable should not exceed £650,000.
Acquisition related cost of £47,755 has been recognised as an exceptional administrative expense in the consolidated
statement of comprehensive income.
The goodwill arose on the acquisitions as the consideration paid for the combination effectively included amounts in
relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These
benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable
intangible assets. None of the goodwill arising on these acquisitions is expected to be deductible for tax purpose.
Deferred considerations
Under the purchase agreements to acquire the above mentioned companies, contingent consideration of up to £9.11 m is
payable subject to the business performance during the three years after acquisition dates. The amounts payable have been
discounted for the time value of money at a discount rate of 3.5%. As a result of discounting, the finance income of
£829,795 has been recognised in the consolidated income statement and the provision in relation to this consideration has
been recognised in the consolidated financial statements as follows:
Premier Physical Healthcare AboutHealth OptimumSportsPhysiotherapy Total2016 Total 2015
Centre £'000 £'000
Current 993 585 63 1,641 -
Non-Current 3,222 4,628 168 8,018 -
4,215 5,213 231 9,659 -
18. Financial instruments
The Group's financial instruments comprise cash and various items, such as trade receivables and trade payables, that arise
directly from The Group's activities expose the Group to a number of risks including capital management risk, credit risk
and liquidity risk. The policies
Fair values of financial instruments
For the following financial assets and liabilities: trade and other payables, trade and other receivables and cash at bank
and in hand, the carrying amount approximates the fair value of the instrument due to the short-term nature of the
instrument.
The Group's activities expose the Group to a number of risks including capital management risk, credit risk and liquidity
risk. The policies for managing these risks are regularly reviewed and agreed by the Board.
It is the Group's policy that no trading in financial instruments should be undertaken.
Capital management risk
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue
to trade in the foreseeable future. The Group also aims to optimise its capital structure of debt and equity so as to
minimise its cost of capital. The Group in particular reviews its levels of borrowing and the repayment dates, setting
these out against forecast cash flows and reviewing the level of available funds.
The capital structure of the Group currently consists of cash and cash equivalents and equity attributable to holders of
the parent, comprising issued share capital, reserves and retained earnings. The Group continually looks at having the most
appropriate capital structure to enable the Group to maximise value to all stakeholders.
In the future, as the Group executes its expansion strategy, debt may be considered as part of the most appropriate capital
structure. If debt were to be introduced the Group will review the gearing ratio to monitor the capital return. This ratio
would be calculated as the total borrowings divided by total capital. Total borrowings include "current and non-current
borrowings" as shown in the Consolidated Statement of Financial Position. Total capital is calculated as "equity" as shown
in the Consolidated Statement of Financial Position plus total borrowings. The Group remains financed by its share capital
and reserves and expects to fund future working capital through the equity.
The below table details analysis of the Group's capital management structure.
2016 2015
£'000 £'000
Debt (77) -
Cash and cash equivalents 998 359
Net cash 921 359
Equity 5,726 492
Debt to equity ratio 1.34 % 0.00%
Interest rate risk
The Group and Company's interest rate exposure arises mainly from the interest-bearing borrowings as disclosed in note 16.
All of the Group's facilities were at floating rates, which exposed the entity to cash flow risk. As at 31 December 2015
there are no loans outstanding and no undrawn overdraft facilities available to the Group.
Foreign exchange risk
The Group and Company operates principally in the United Kingdom and as such the majority of the Group and Company's
financial assets and liabilities are denominated in sterling, and there is no material exposure to exchange risks.
Credit risk
The Group's credit risk primarily relates to trade and other receivables and accrued income. The amounts presented in the
statement of financial position are net of allowances for doubtful receivables, estimated by the Group's management.
Customer credit risk is managed by each business unit subject to the Group's established policy, procedures and controls
relating to customer credit management. Credit limits are established for all customers and are based inter alia on credit
checks. Outstanding customer receivables are regularly monitored.
Liquidity risk
Cash balances and borrowings are managed so as to maximise interest earned and minimise interest paid, while maintaining
the liquidity requirement of the business. When seeking borrowings, the directors consider the commercial terms available
and, in consultation with their advisors, consider whether such terms should be fixed or variable and are appropriate to
the business.
The Group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual cash flows
through effective cash management.
19. Share capital and reserves
(a) Share capital
31 December 2016 31 December 2015
£000 £000
Authorised
20,014,079 ordinary shares of 10p each (2015: 9,994,953 of 10p each) 2,002 1,000
Deferred shares of 0.9p each (2015: 228,402,392 of 0.9p each) -see below - 2,055
2,002 3,055
Allotted, called up and fully paid
20,014,079 ordinary shares of 10p each (2015: 9,994,953 of 10p each) 2,002 1,000
Deferred shares of 0.9p each (2015: 228,402,392 of 0.9p each) - 2,055
2,002 3,055
In July 2016, following approval by shareholders, 228,402,392 deferred shares representing 67% of the share capital were
bought back by the Company from the proceeds of one Ordinary Share issued to Totally's Chairman Bob Holt at 10 pence. The
buy back was arranged in order to increase distributable reserves. The share capital of £2,055m was transferred to
retained earnings.
The Ordinary shares carry full voting rights, the right to attend general meetings of the Company and full rights to
receive dividends. The shares do not confer any rights of redemption.
The Deferred Shares carried no voting rights, no rights to attend general meetings of the Company, and no rights to receive
dividends. The Deferred Shares do carry a right to participate in any return of capital to the extent of 0.01 pence per
Deferred Share but only after each Ordinary Share has received in aggregate capital repayments totalling £1,000,000 per
Ordinary Share.
Number of ordinary shares 2016 2015
Balance at 1 January pre consolidation 9,994,953 397,617,450
Issue of shares - pre consolidation - see below - 1,499,212
Total balance pre consolidation - 399,116,662
Total balance post consolidation 9,994,953 3,991,166
Issue of shares - see below 10,019,126 6,003,787
Balance at 31 December 20,014,079 9,994,953
(1) In August 2015, the Company reorganised its share capital. Every 100 existing ordinary shares of 0.1 pence each was
consolidated into one ordinary shares of 10 pence.
(2) In March 2016, the Company issued 10,000,000 new ordinary shares of 10 pence each.
(3) In July 2016, following approval by shareholders to buy-back by the Company of all its Deferred Shares, the Company
has issued one Ordinary Share to Totally's Chairman Bob Holt at nominal value 10 pence.
(4) In July 2016 , Allenby Capital Limited exercised warrants to acquire 1,167 new ordinary shares of 10 pence each in
the Company. The exercise price was 60 pence and proceeds realisable by the Company from this warrant exercise were
£700.20.
(5) In September 2016, Optiva Securities Limited Ltd exercised warrants to acquire 17,958 new ordinary shares of 10
pence each in the Company. The exercise price was 60 pence and proceeds realisable by the Company from this warrant
exercise were £10,775.
(b) Earnings per share
Earnings per share 2016 2015
Basic and diluted earnings (continuing operations) (£000) (1,516) (413)
Weighted average number of shares used in basic and diluted earnings per share calculations
(continuing operations) (000) pre consolidation - 282,874
Weighted average number of shares used in basic and diluted earnings per share calculations
(continuing operations) (000) post consolidation* 17,973 2,828
Basic earnings per share (continuing operations) (Pence) (8) (15)
* The weighted average number of shares and prior year earnings per share data has been restated to reflect share
consolidation in 2015.
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
None of the share options or warrants in issue had a dilutive effect on earnings per share in 2016 and 2015.
(c) Share premium account
The share premium account represents the amounts received by the Company on the issue of ordinary shares that are in excess
of the nominal value of the issued shares. Directly chargeable issue costs are charged to the share premium account.
On 26 August 2016, the High Court approved the cancellation of the balance standing to the credit of The Company's share
premium account. As a consequence of the Capital Reduction, £9.645 million of the Company's share premium account has been
cancelled and distributed to retain earnings.
The capital redemption reserve is a non-distributable reserve and represents paid up share capital.
(d) Retained earnings
This reserve records the accumulated profits and losses of the Group less dividends paid.
(e) Share options
During 2016, 334,949 share options were granted under SAYE scheme. Details of all options in issue during 2016 are as
follows:
Exercise Exercise Outstanding at Issued Expired Residual at
Grant date period price start of year in year in year 31 December 2016
11/11/2015 10 years 44p 250,000 - - 250,000
11/11/2015 10 years 44p 100,000 - - 100,000
11/11/2015 10 years 44p 50,000 - - 50,000
11/11/2015 10 years 44p 50,000 - - 50,000
11/11/2016 3 years 46p - 334,949 - 334,949
450,000 334,949 - 784,949
(f) Share warrants
Details of all warrants in issue during 2016 are as follows:
Outstanding at Residual at
Grant date Exercise period Exercise price start of year Issued in year Expired/exercised in year 31 December 2016
30September 2008 No expiry date 100p 350,000 - - 350,000
8 October 2009 Within 10 years from grant date 100p 1,667 - - 1,667
11June 2013 Within 3 years from grant date 120p 56,838 - 56,838 -
26September 2013 Within 3 years from grant date 60p 19,125 - 19,125 -
427,630 - 75,463 351,667
(g) Managing capital
Our objective in managing the capital structure is to ensure that the Group has the financial capacity, liquidity and
flexibility to support the existing business and to fund opportunities as they arise.
20. Share-based employee remuneration
During the year ended 31 December 2016 the Group and Company had three share based payment arrangements as described
below.
(a) Employee Share Options
Totally plc Enterprise Management Incentive Plan - 10 year limit *
The estimated fair value of each option has been calculated using the Black Scholes option pricing model for different
options granted. The estimated fair value of outstanding options varies between 10.9 and 11.5 pence. The model inputs are
share price at grant date, exercise
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