REG - Totally PLC - Posting of Annual Report and Notice of AGM

TotallyAnnouncement

05/08/2022 07:00

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RNS Number : 0005V  Totally PLC  05 August 2022

5 August 2022

 

Totally plc

 

("Totally", the "Company" or the "Group")

 

Posting of Annual Report and Accounts and Notice of Annual General Meeting

 

Totally plc (AIM: TLY), a leading provider of frontline healthcare services,
corporate fitness and wellbeing services across the UK and Ireland,
announces that copies of the Company's Annual Report and Accounts for the
year ended 31 March 2022 will be posted to shareholders by the end of the
week commencing 8 August 2022, together with the Notice of Annual General
Meeting ("AGM"). An electronic copy of the Annual Report and Accounts and the
Notice of AGM will shortly thereafter be made available on the Company's
website at  www.totallyplc.com (http://www.totallyplc.com/) .

 

The Company's AGM will be held at the Company's registered office
address, Cardinal Square West, 10 Nottingham Road, Derby DE1 3QT at 10.00
a.m. on Monday, 5 September 2022.

 

Further details on the AGM and the business to be conducted

 

In addition to the more usual business at the AGM, the Notice of AGM contains
an additional special resolution in connection with the interim dividend made
by the Company and paid by the Company on 4 February 2022 for the six month
period ended 30 September 2021 (the "Interim Dividend"), where certain
technical requirements of the Companies Act 2006 (the "Act") were not complied
with. An explanation of the background to this matter is set out below.

 

The Group's historic reported trading results and financial condition, and
ability to pay future dividends, including the proposed final dividend of 0.5
pence per ordinary share for the financial year ended 31 March 2022, are
entirely unaffected by this matter.

 

The approach that the Company is proposing with regard to this matter is
consistent with the approach taken by other UK quoted and listed companies
that have, similarly, made distributions otherwise than in accordance with the
Act.

 

The Interim Dividend

 

In the process of finalising the audited annual accounts for the Company for
the financial year ended 31 March 2022, the Directors became aware that the
Interim Dividend was not made in accordance with the Act because the Company
(on an unconsolidated basis) did not have sufficient distributable profits
available prior to payment.

 

There were sufficient reserves held in subsidiaries of the Company which could
have been distributed to the Company. Therefore, had certain internal
corporate transactions been implemented prior to the payment of the Interim
Dividend, adequate distributable reserves would have been available to the
Company.

 

These issues only affected the Interim Dividend and did not affect any other
distributions made by the Company.

 

The consequences of the Interim Dividend having been made otherwise than in
accordance with the Act

The Company has been advised that, as a consequence of the Interim Dividend
having been distributed otherwise than in accordance with the Act, it may have
claims against past and present shareholders of the Company who appeared on
the register of members on the record date for the Interim Dividend and were
recipients of the Interim Dividend (or their personal representatives (and
their successors in title) if they are deceased) ("Recipient Shareholders")
and against the Directors who were all directors of the Company at the time of
payment of the Interim Dividend.

 

It is not the intention of the Company that any such claims should be made by
the Company against either the Recipient Shareholders or the Directors.

 

Shareholder approval

 

In order to remedy the potential consequences of the Interim Dividend having
been made otherwise than in accordance with the Act, and to put the Recipient
Shareholders and the Directors, so far as possible, into the position in which
they were intended to be, the Company is proposing Resolution 10 at its AGM as
a special resolution.

 

Resolution 10 (which is proposed in four linked parts) asks shareholders to:

 

(a)          approve the appropriation of the historic profits of the
Company to the Interim Dividend;

(b)          release the Recipient Shareholders from any claim by the
Company for repayment of the Interim Dividend received by them;

(c)           treat any such release as being equivalent to the
unlawful element of the Interim Dividend that was originally paid; and

(d)          release the Directors from any liability to the Company
in respect of the payment of the Interim Dividend or any associated breach of
their duties in that regard.

 

Should Resolution 10 not be passed by shareholders, there is a theoretical
risk that the Company is entitled to make claims against the Recipient
Shareholders and the Directors.

 

The authorisation of the appropriation of the Company's distributable profits
and the Shareholders' Deed of Release

 

The approach that the Company is proposing involves the authorisation of the
appropriation of the distributable profits of the Company to the payment of
the Interim Dividend.  The Company has prepared interim accounts for the 16
month period to 31 July 2022 in accordance with the Act which were filed at
Companies House on 1 August 2022 and show distributable reserves sufficient to
allow for this appropriation. As a matter of common law, it is necessary for
this authorisation to be approved by shareholders.

 

It is also proposed that the Company enter into a deed of release in favour of
the Recipient Shareholders, as described in Resolution 10 (the "Shareholders'
Deed of Release"). The consequence of the entry into of the Shareholders' Deed
of Release by the Company is that the Company will be unable to make any
claims against the Recipient Shareholders in respect of the payment of the
Interim Dividend otherwise than in accordance with the Act.

 

The proposed authorisation of the appropriation of the Company's distributable
profits to the payment of the Interim Dividend and the entry by the Company
into the Shareholders' Deed of Release will not have any effect on the
Company's financial position. This is because the aggregate amount of the
Interim Dividend is equal to and offset by the release of each shareholder
from the liability to repay the amount already paid and the Company will not
be required to make any further payments to shareholders in respect of the
Interim Dividend.

 

Accordingly, the Company's entry into the Shareholders' Deed of Release will
not result in any decrease in the Company's net assets or the level of its
distributable reserves.

 

The Directors' Deed of Release

 

It is also proposed that the Company enter into a deed of release in favour of
the Directors, as described in Resolution 10 (the "Directors' Deed of
Release"). The consequence of the entry into of the Directors' Deed of Release
by the Company is that the Company will be unable to make any claims against
the Directors in respect of the payment of the Interim Dividend otherwise than
in accordance with the Act.

 

Under the Company's articles of association, it is necessary for shareholders
to approve the Company's waiver of any rights of the Company to make claims
against the Directors in respect of the Interim Dividend, since the Board
would itself have a potential conflict of interest in approving such a waiver.
This is because the members of the Board are named as beneficiaries of the
waiver.

 

The Directors have agreed that they will not vote on Resolution 10 in respect
of their own shareholdings because, if passed, the resolution releases the
Directors from any claim which the Company may have against them in respect of
the Interim Dividend and they are therefore personally interested in the
passing of such resolution.

 

The entry by the Company into the Directors' Deed of Release will not have any
effect on the Company's financial position because, as with the position in
relation to the Interim Dividend and potential claims against the Recipient
Shareholders, the Company has not recorded or disclosed its right potentially
to make claims against the Directors in respect of the Interim Dividend as an
asset or contingent asset of the Company.

 

Steps to ensure that future distributions comply with the Act

 

To ensure that all future distributions comply with the Act, the Board has
taken steps to ensure that adequate review procedures and processes are
followed ahead of the declaration of any final dividend or interim dividend,
in particular, to confirm whether the last set of accounts filed at Companies
House show sufficient distributable profits to cover the relevant dividend or
if interim accounts need to be prepared and filed ahead of any proposed
dividend.

 

Related Party Transactions

 

Pursuant to Rule 13 of the AIM Rules for Companies, the entry by the Company
into the Directors' Deed of Release constitutes a related party transaction
with respect to the Directors, all of whom were in office at the time of the
Interim Dividend.  In addition, the entry by the Company into the
Shareholders' Deed of Release will also constitute a related party transaction
with the Company's current substantial shareholders, as Mr Richard Sneller and
Stonehage Fleming Investment Management Ltd are currently each interested in
more than 10 per cent of the Company's total voting rights to be cast at the
AGM and are therefore deemed to be related parties for the purposes of the AIM
Rules for Companies.

 

In lieu of any independent directors' recommendation in relation to Resolution
10, in order to provide a statement as to what is fair and reasonable, and
specifically due to all Directors being statutory directors at the time the
Interim Dividend was proposed and paid, Allenby Capital Limited, in its
capacity as Nominated Adviser to the Company for the purposes of the AIM Rules
for Companies, considers that Resolution 10 (and specifically the entry by the
Company into the Directors' Deed of Release and the Shareholders' Deed of
Release) is fair and reasonable insofar as the shareholders of the Company are
concerned.

 

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 / Liz Kirchner (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 adult
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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