REG - Totally PLC - Payment of Pioneer acquisition consideration

TotallyAnnouncement

12/12/2022 07:15

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RNS Number : 2961J  Totally PLC  12 December 2022

12 December 2022

 

Totally plc

("Totally" or "the Company")

 

Payment of further consideration pursuant to the acquisition of Pioneer Health
Care Limited

 

On 7 March 2022, Totally plc (AIM: TLY), a leading provider of frontline
healthcare services, corporate fitness and wellbeing services across the UK
and Ireland, announced the acquisition of the entire issued share capital of
Pioneer Health Care Limited ("Pioneer" or "Pioneer Healthcare"), an
established independent provider of specialist NHS secondary care services
("Acquisition").

The maximum total consideration for the Acquisition is £13.0 million
("Consideration"), on a cash-free and debt-free basis, payable 80% in cash and
the remaining 20% by the issue of new ordinary shares of 10 pence each in
Totally ("Ordinary Shares"). £6.9 million of the Consideration was paid, on a
cash-free and debt-free basis, to the vendors of Pioneer on completion of the
Acquisition in March 2022 ("Completion") through a cash payment of £5.52
million and the issue of 4,246,154 new Ordinary Shares at 32.5 pence per
Ordinary Share (the "Issue Price"), equivalent to £1.38 million. Totally
agreed to pay up to a further £6.1 million on a deferred basis, subject to
Pioneer achieving certain EBITDA targets for the year ended 31 March 2022.

Further details on the deal structure, including details of the payments made
at Completion on account of the debt-free/cash-free adjustment, are detailed
in the announcement released by the Company on 7 March 2022.

The Board of Totally is pleased to report that, based on Pioneer's achievement
of certain EBITDA targets for the year ended 31 March 2022, the maximum
deferred consideration of £6.1 million has become payable to the vendors of
Pioneer. £4.88 million has been settled in cash from the Company's existing
cash resources and the remaining £1.22 million is being settled through the
issue of 3,753,846 new Ordinary Shares (the "Deferred Consideration Shares")
at the Issue Price. The calculation of the deferred consideration is in
accordance with the terms of the acquisition agreement entered into between
Totally and the vendors of Pioneer Healthcare on 5 March 2022 (the
"Acquisition Agreement").

In addition, a further £0.33 million is payable to the vendors of Pioneer
pursuant to the completion accounts adjustment process. £0.26 million of this
has been paid to the vendors in cash, from the Company's existing cash
resources, and a further 20% of the completion accounts adjustment, totalling
£0.07 million, is being settled through the issue of 201,577 new Ordinary
Shares (the "Additional Consideration Shares") at the Issue Price.

The Deferred Consideration Shares and the Additional Consideration Shares are
subject to a 12-month lock-in from the date of issue and will be subject to a
further 12-month orderly marketing restriction.

Proposed director shareholding

Pursuant to the announcement made by the Company on 30 November 2022, Mr John
McMullan is being appointed to the Board of Totally as Medical Director with
effect from 1 January 2023. Mr John McMullan has been issued with 1,299,159
new Ordinary Shares as part of the further consideration payable for Pioneer
Healthcare. From Admission, Mr John McMullan will hold, in aggregate,
2,917,929 Ordinary Shares in the Company which will represent approximately
1.53% of the enlarged issued share capital of the Company.

Admission to AIM

Application has been made to the London Stock Exchange for 3,955,423 new
Ordinary Shares (comprising the Deferred Consideration Shares and the
Additional Consideration Shares) to be admitted to trading on AIM
("Admission"). It is expected that Admission will occur, and dealings will
commence in the 3,955,423 new Ordinary Shares, at 8:00 a.m. on or around 13
December 2022.

The Deferred Consideration Shares and the Additional Consideration Shares rank
pari passu in all respects with the existing Ordinary Shares of the Company
and therefore will rank equally for all dividends or other distributions
declared, made or paid after the date of issue.

Total Voting Rights

Following Admission, the Company's enlarged issued ordinary share capital will
comprise 191,330,053 Ordinary Shares, with one voting right per share. The
Company does not hold any Ordinary Shares in treasury. Therefore, the total
number of Ordinary Shares in the Company with voting rights is now
191,330,053.

The above figure may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Wendy Lawrence, CEO of Totally plc, said: "On behalf of the Board, it is very
pleasing to confirm that Pioneer Healthcare delivered beyond our expectations
and therefore achieved the full deferred consideration amount, agreed at the
time of the Acquisition. The team at Pioneer has integrated well into Totally
and continues to contribute to our continued growth. This Acquisition has
enabled us to provide vital additional support to our NHS commissioners and
Trusts and continues to strengthen our position as a trusted partner."

 

For further information, please contact:

 Totally plc                                                               020 3866 3330

 Wendy Lawrence, Chief Executive

 Bob Holt, Chairman
 Allenby Capital Limited (Nominated Adviser & Joint Corporate Broker)      020 3328 5656

 Nick Athanas / Piers Shimwell (Corporate Finance)

 Amrit Nahal (Sales & Corporate Broking)
 Canaccord Genuity Limited (Joint Corporate Broker)                        020 7523 8000

 Bobbie Hilliam / Alex Aylen
 Yellow Jersey PR                                                          020 3004 9512

 Sarah Hollins / Henry Wilkinson /Annabelle Wills

 

Notes to editors

 

Totally is a leading provider of healthcare and wellbeing services across the
UK and Ireland, working in partnership with the NHS, other healthcare
providers and corporate customers to help address the challenges of increased
demand for healthcare services.

 

The Company is committed to pursuing a progressive buy-and-build consolidation
strategy within the fragmented healthcare market and looks to capitalise on
the attractive opportunities that its disruptive service model offers to
generate value to shareholders.

 

Totally helps healthcare commissioners and hospitals ensure patients can
access the most appropriate care quickly and efficiently by delivering quality
urgent care services, such as NHS 111 and urgent treatment centres and
elective care services, such as community dermatology clinics and first
contact practitioner. Totally also delivers additional clinical capacity
through insourcing and outsourcing arrangements to trusts and hospitals
tackling growing waiting lists. Our corporate customer services also play a
role in reducing reliance on healthcare by promoting healthy lifestyles and
physical and mental health.

 

Totally Urgent Care

 

Totally Urgent Care is made up of Vocare and Greenbrook Healthcare. Both
businesses have a strong heritage. Vocare was established in 1996 as Northern
Doctors Urgent Care to provide urgent care services in the North of England
and continues to deliver urgent treatment centres and GP Out of Hours services
across the North of England as well as national support for NHS 111.
Greenbrook was established in 2006 and cares for NHS patients across London
and the home-counties through the delivery of urgent treatment centres.

 

Totally Planned Care

 

Totally Planned Care is made up of About Health and Premier Physical
Healthcare. The businesses are focused on giving patients access to the right
care quickly, reducing pressure on other NHS services and, ultimately,
reducing waiting lists. About Health has been delivering community-based
specialist care with a focus on delivering prompt assessment and treatment
across the country since 2008. Premier Physical Healthcare, established in
2007, provides high quality physiotherapy and podiatry to NHS patients, often
within a community GP practice, and to the prison service.

 

Pioneer Health Care

 

Pioneer Health Care was established in 2007 and has grown under the direction
of three senior NHS consultants. Pioneer delivers a wide range of acute
services to NHS patients, in partnership with independent healthcare sector
private hospitals across England, to help the NHS reduce waiting lists whilst
maintaining patient care and quality. Pioneer can offer services through
insourcing and outsourcing agreements and through its Any Qualified Provider
status. Totally Healthcare, Totally's insourcing business, which was launched
in 2019 and previously made up Totally's insourcing division, was incorporated
into Pioneer in 2022 following its acquisition.

 

Energy Fitness Professionals ("EFP")

 

EFP is a corporate fitness provider established in 1990 to address a gap in
the market for workplace fitness, which has grown to offer a range of services
covering workplace wellbeing. EFP manages 58 gyms on behalf of its corporate
customers, with more than 11,500 members.

 

More information can be found at:

www.totallyplc.com (http://www.totallyplc.com/)

 

 

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