REG - Totally PLC - Final Results <Origin Href="QuoteRef">TLY.L</Origin> - Part 3

TotallyAnnouncement

28/03/2017 07:10

- Part 3: For the preceding part double click  ID:nRSb6824Ab 

price, expected volatility of 29 per cent, no expected dividends, contractual life of
three years, and a risk free interest rate of four per cent. A reconciliation of option movements over the year is shown
below. 
 
The volatility of the Company's share price on each date of grant was calculated as the average of the standard deviations
of daily continuously compounded returns on the stock of the company, calculated back over a period commensurate with the
expected life of the option. The risk-free rate used is the yield to maturity on the date of grant, with term to maturity
equal to the expected life of the option. It is assumed that options would be exercised within two years of the date on
which they vest. 
 
*Don Baladasan's share options are not part of the EMI Plan. 
 
                                                      2016    2016 weighted    2015      2015 weighted  
                                                      Number  average price    Number    average price  
                                                      '000s   Pence            '000s     Pence          
 Outstanding at 1 January                             450     44               5,125     1              
 Granted                                              335     46               30,450    44             
 Exercised                                            -       -                -         -              
 Expired/surrendered                                  -       -                (35,125)  (44)           
 Outstanding at 31 December                           785     90               450       1              
                                                                                                        
                                                                               2016      2015           
 Range of exercise price (Pence)                                               44-46     44             
 Weighted average exercise price (Pence)                                       45        44             
 Number of shares (000's)                                                      785       450            
 Weighted average remaining life years - Expected                              5         5              
 Weighted average remaining life years - Contractual                           6         10             
 
 
(b) Warrants 
 
The estimated fair value of each warrant has been calculated using the Black Scholes option pricing model for different
warrants granted as outlined in Note 17. The estimated fair value of warrants varies between 0.49 pence and 0.01 pence. The
model inputs are share price at grant date, exercise price, expected volatility of 29 per cent, no expected dividends,
maximum contractual life of three years, and a risk free interest rate of four per cent. A maximum three year contractual
life has been used to reflect the non-tradability of the warrants compared to the actual contractual life in any cases in
excess of three years. The full cost of the warrants is recognised at the date of grant. Comparatives are based on ordinary
shares of 10 pence. 
 
(b) Save As You Earn (SAYE) scheme 
 
The SAYE was introduced in December 2016 following shareholder approval. Options are granted for a period of three years.
Options are exercisable at a price based on the quoted market price of the Company's shares at the time of invitation,
discounted by up to 20%. Options are forfeited if the employee leaves the Totally Group before the options vest which
impact on the number of options expected to vest. If an employee stops saving but continues in employment, this is treated
as a cancellation which results in an acceleration of the share-based payment. 
 
Principal terms of SAYE scheme 
 
 Number of options                    Maximum award limit under the plan will be limited by maximum contribution of £500 per month                                                                                                                                                   
 Exercise price                               46pVesting period                             Three - yearPerformance conditions               NoneExpiry conditions                        Options are forfeit if the employee leaves the Group before the options have been vested.  
                                                                                                                                                                                                                                                                                     
 
 
The Group recognises the following expenses related to share-based payments: 
 
                                                                      2016  2015  
                                                                      £000  £000  
 Expense arising from issue of share options - equity settled         19    44    
 Expense arising from issue of share warrants - equity settled        5     11    
 SAYE                                                                 1     -     
                                                                      25    55    
 
 
21. Company statement of changes in equity 
 
                                                   Share premium  Profit and loss                            Equity share-     
 Company                            Share capital  account        account                                    holders' deficit  
 £000                               £000           £000           £000                                       
 At 1 January 2015                  2,453          4,147          (5,906)                                    694               
 Loss for the year                  -              -              (387)                                      (387)             
 Issue of share capital             602            387            -                                          989               
 Credit on issue of share warrants  -              -              55                                         55                
 At 31 December 2015                3,055          4,534          (6,238)                                    1,351             
 Loss for the year                  -              -              (375)                                      (375)             
 Issue of share capital             1,002          5,120          -                                          6,122             
 Credit on issue of share options   -              -              25                                         25                
 Share Premium cancellation                        (9,645)        9,645                                      -                 
 Deferred shares buy - back         (2,055)        -              2,055                                      -                 
 At 31 December 2016                2,002          9              5,112                               7,123  
                                                                                                                                 
 
 
The loss for the year dealt with in the financial statements of the parent company is shown above. 
 
As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented in respect of the parent
company. 
 
22. Commitments 
 
(a) Capital expenditure commitments 
 
At 31 December 2016 and 2015 the Group had no capital commitments. 
 
(b) Operating leases agreements 
 
At 31 December 2016 and 2015 the Group had the following aggregate minimum lease payments under non-cancellable operating
lease rentals: 
 
                             Group    Company  
                             2016     2015       2016    2015  
                             £000     £000       £000    £000  
 Land and buildings                                            
 Within one year             156      81         126     -     
 Between two and five years  201      7          168     -     
 After more than five years  -        -          -       -     
                             357      88         294     -     
 Other assets                                                  
 Within one year             21       -          2       -     
 Between two and five years  19       -          5       -     
 After more than five years  -        -          -       -     
                             40       -          7       -     
 
 
According to the sublease agreement, as at 31 December 2016 lease payment of £5,619 (included above as payment within one
year) should be paid by the sub-tenant. 
 
In June 2016, the Company entered into a new 3 years' office lease agreement. 
 
23. Related party transactions 
 
The Group has taken advantage of the exemption available under IAS 24, "Related Party Disclosures", not to disclose details
of transactions between Group undertakings which are eliminated on consolidation. 
 
Included within current liabilities in the Company statement of financial position are amounts owed to 100% subsidiary
undertakings of £2.4m (2015: £1m). The movement in the Company's balances with its subsidiaries reflects the Group's
banking facilities and arrangements operating during the year. 
 
As at 31 December 2016 the following related party transactions are required to be disclosed in accordance with IAS 24: 
 
(a)    The Company paid subcontractors fees of £88,000 (2015: £106,868) for financial and marketing consultancy to Mataxis
Ltd of which Donald Baladasan is director. Of which £88,000 (2015: £74,538) is included within Director's emoluments shown
in Note 7. 
 
Loans provided to directors and key management personnel were as follows: 
 
                              W. Lawrence      Key management personnel  Total  
                              £000             £000                      £000   
 Balance at 1 January 2016    6                3                         9      
 Amounts advanced             3                10                        13     
 Amounts repaid               (6)              (3)                       (9)    
 Balance at 31 December 2016  3                10                        13     
 
 
The year end balances are included within Director's loans and other receivables in Note 14. The loans are non-interest
bearing and repayable by 31 December 2017. 
 
Details of directors' emoluments can be found in Note 7. 
 
Details of the key management personnel' transactions can be found in Note 7. 
 
24. Events after the reporting period 
 
(a) On 12 January 2017, Premier Physical Healthcare Ltd, a wholly owned subsidiary of Totally plc, won a three-year
activity - based contract extension with NHS Swale Clinical Commissioning Group. 
 
(b) On 19 January 2017, About Health Limited, a wholly owned subsidiary of Totally plc, secured a new £130,000 12-month
contract with Harrogate and Rural District Clinical Commissioning Group. 
 
(c)  On 10 February 2017, Totally Health Limited a wholly owned subsidiary of Totally plc, was awarded a new 15-month
contract worth £45,000 with Stowhealth GP practice. 
 
(d) On 27 February 2017, the Company announced a Placing and Open offer to raise up to approximately £18 million (before
expenses) at an issue price of 55 pence per New Ordinary Share. On 17 March 2017 the Placing and Open Offer completed
having raised a total of £17.6m (before expenses). 
 
(e) On 7 March 2017, Premier Physical Healthcare Ltd, a wholly owned subsidiary of Totally plc, was awarded a three-year
contract with NHS Care & Custody Health. Under this contact, Premier will deliver Physiotherapy and Podiatry services into
two UK Prisons, HMP Whatton and HMP Gartree. 
 
(f) On 17 March 2017, About Health Limited, a wholly owned subsidiary of Totally plc, secured a new £90,000 6-month
contract with NHS Blackburn with Darwen Clinical Commissioning Group. 
 
25. Ultimate controlling party 
 
There is no single ultimate controlling party. 
 
This information is provided by RNS
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