REG - Totally PLC - Proposed Acquisition: Premier Physical Healthcare <Origin Href="QuoteRef">TLY.L</Origin> - Part 2
15/03/2016 07:06
- Part 2: For the preceding part double click ID:nRSO0973Sa
passing of the Resolutions and Admission. The
Subscription is being made on a non pre-emptive basis as the time delay and
costs associated with a pre-emptive offer are considered by the Directors to
be excessive for the Company's requirements.
Directors' participation in the Subscription and Related Party Transaction
All of the Directors are participating in the Subscription on identical terms
to the other Subscribers. The Directors have agreed to subscribe, in
aggregate, for 457,000 Subscription Shares at a cost of approximately
£283,340.
Details of the Directors participation in the Subscription are as follows:
Current Holding At Admission
Number of Ordinary Shares held % of Ordinary Shares in issue Number of Subscription Shares Number of Ordinary Shares held % of Ordinary Shares in issue
Bob Holt 600,000 6.01% 200,000 800,000 4.00%
Wendy Lawrence 16,666 0.17% 40,000 56,666 0.28%
Don Baladasan 67,780 0.68% 40,000 107,780 0.54%
Tony Bourne 0 0.00% 161,000 161,000 0.81%
Mike Rogers 0 0.00% 16,000 16,000 0.08%
684,446 6.85% 457,000 1,141,446 5.71%
The Directors of Totally are treated as related parties of the Company under
the AIM Rules. The Directors' participation in the Subscription is therefore
treated as a related party transaction pursuant to Rule 13 of the AIM Rules.
Since all of the Directors are participating in the Subscription, there are no
directors who are independent of the transaction. The Company's nominated
adviser, Allenby Capital, considers that the terms of the Directors'
participation in the Subscription are fair and reasonable insofar as the
Company's shareholders are concerned.
Use of Proceeds
The net proceeds of the Subscription are expected to be approximately £5.87
million and are currently intended to be applied as follows:
- to satisfy elements of the cash consideration payable pursuant to the
Acquisition;
- to provide further funding for the launch of the Company's
direct-to-consumer clinical health-coaching product; and
- for working capital purposes for the Enlarged Group.
Admission, settlement & dealing
An application will be made for the Company's Enlarged Share Capital to be
admitted to trading on AIM. It is expected that Admission will become
effective and dealings in the Company's Ordinary Shares will commence on 1
April 2016.
The Company's Ordinary Shares are eligible for CREST settlement and settlement
of transactions in the Ordinary Shares may take place within the CREST system
if a Shareholder so wishes. CREST is a voluntary system and Shareholders who
wish to receive and retain share certificates are able to do so. CREST is a
paperless settlement system enabling securities to be evidenced otherwise than
by a certificate and transferred otherwise than by a written instrument in
accordance with the CREST Regulations. For more information concerning CREST,
Shareholders should contact their brokers or Euroclear at 33 Canon Street,
London EC4M 5SB, United Kingdom or by telephone on +44 (0)207 849 0000.
The Ordinary Shares have the ISIN number GB00BYM1JJ00. The Ordinary Shares are
not dealt on any other recognised investment exchange and no application has
been or is being made for the Ordinary Shares to be admitted to any other such
exchange.
The Takeover Code and takeover provisions
The Takeover Code is issued and administered by the Takeover Panel. The
Takeover Code applies to all takeovers and merger transactions, however
effected, where the offeree company is, inter alia, a listed or unlisted
public company resident in the UK, the Channel Islands or the Isle of Man. The
Company is such a company and, therefore, Shareholders are entitled to the
protection afforded by the Takeover Code.
Under Rule 9 of the Takeover Code, where any person acquires, whether by a
series of transactions over a period of time or otherwise, an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which he is already interested or in which persons acting in concert with him
are interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code, that person is normally required to
make a general offer to all the remaining shareholders to acquire their
shares.
Similarly, Rule 9 of the Takeover Code also provides that when any person,
together with persons acting in concert with him, is interested in shares
which, in aggregate, carry more than 30 per cent. of the voting rights of such
company, but does not hold shares carrying 50 per cent. or more of such voting
rights, a general offer will normally be required if any further interest in
shares is acquired by any such person.
Under the Takeover Code, a concert party arises when persons, pursuant to an
agreement or understanding (whether formal or informal), co-operate to obtain
or consolidate control of a company or to frustrate the successful outcome of
an offer for that company. Under the Takeover Code, "control" means an
interest, or aggregate interest, in shares carrying 30 per cent. or more of
the voting rights of a company, irrespective of whether the interest or
interests give de facto control.
If a "takeover offer" (as defined in section 974 of the Act) is made and the
offeror, by virtue of acceptances of such offer, acquires or contracts to
acquire not less than nine tenths in value of the Ordinary Shares to which the
takeover offer relates, then the offeror has the right to acquire compulsorily
the remaining Ordinary Shares of the minority Shareholders for the offer price
within a fixed period. In certain circumstances, the minority Shareholders
also have the right to require the offeror to buy their Ordinary Shares at the
offer price within a fixed period.
Dividend policy
The Directors believe that the Enlarged Group will continue to have the
potential to be cash generative in the future and recognise the importance of
dividend income to Shareholders. Having regard to the requirement for capital
expenditure to achieve the strategic objectives of the Enlarged Group, the
Directors intend to pursue a progressive dividend policy that will take
account of the Enlarged Group's profitability, underlying growth and
availability of cash and distributable reserves, while maintaining an
appropriate level of dividend cover.
The Directors may amend the dividend policy of the Company from time to time
and the above statement regarding the dividend policy should not be construed
as any form of profit or dividend forecast.
Taxation
Information regarding United Kingdom taxation is set out in the Admission
Document. These details are, however, intended only as a general guide to the
current tax position under UK taxation law. Shareholders who are in doubt as
to their tax position or who are subject to tax in jurisdictions other than
the UK are strongly advised to consult their own independent financial adviser
immediately.
HMRC have confirmed that the Ordinary Shares issued by the Company to raise
funds which will be utilised by Totally Health, the Company's wholly-owned
subsidiary, in the expansion of Totally Health's direct-to-consumer clinical
health coaching programme and for general working capital purposes in relation
to the direct-to-consumer service, will be eligible for EIS and VCT relief.
The total amount which can be raised for this purpose, and on which EIS or VCT
relief can be claimed, is limited to £4.3 million, as there is an annual limit
which would otherwise be breached.
No assurance can be given as to whether any Shareholders will be eligible to
claim EIS or VCT relief and any Shareholders who are in doubt as to their tax
position should consult their own tax adviser.
Corporate Governance
The Corporate Governance Code, which was published in September 2012, applies
only to companies on the Official List and not to companies admitted to AIM.
However, the Directors recognise the importance of sound corporate governance
and intend that the Enlarged Group will comply with the provisions of the
Corporate Governance Code for Small and Mid-Size Quoted Companies ("QCA
Code"), as published by the Quoted Companies Alliance, insofar as they are
appropriate given the Company's size, nature and stage of development. As the
Company grows, the Directors intend that it should develop policies and
procedures which reflect the Corporate Governance Code, so far as it is
practicable taking into account the size and nature of the Company.
The Board is responsible for formulating, reviewing and approving the Group's
strategy, budgets and corporate actions. The Company holds Board meetings at
least four times each financial year and at other times as and when required.
The Company has established properly constituted audit, remuneration and
nomination committees of the Board with formally delegated duties and
responsibilities.
Audit committee
The audit committee has primary responsibility for monitoring the quality of
internal controls and ensuring that the financial performance of the Enlarged
Group is properly measured and reported on. It will receive and review reports
from the Enlarged Group's management and auditors relating to the interim and
annual accounts and the accounting and internal control systems in use
throughout the Enlarged Group. The audit committee will meet not less than
four times in each financial year and will have unrestricted access to the
Enlarged Group's auditors. Members of the audit committee are Mike Rogers, who
will act as chairman of the committee, and Bob Holt.
Remuneration committee
The remuneration committee will review the performance of the executive
Directors and make recommendations to the Board on matters relating to their
remuneration and terms of employment. It will also make recommendations to the
Board on proposals for the granting of share options and other equity
incentives pursuant to any share option scheme or equity incentive scheme in
operation from time to time. The remuneration committee will meet as and when
necessary to assess the suitability of candidates proposed for appointment by
the Board. In exercising this role, the Directors shall have regard to the
recommendations put forward in the QCA Code. Members of the remuneration
committee are Tony Bourne, who will act as chairman of the committee, and Bob
Holt.
Nomination committee
The Company has established a nomination committee. The nomination committee
will meet not less than once a year and will: (i) identify individuals
qualified to become Board members and select the director nominees for
election at general meetings of the Shareholders or for appointment to fill
vacancies; (ii) determine director nominees for each committee of the Board;
and (iii) consider the appropriate composition of the Board and its
committees. In addition, each Director's performance will be reviewed annually
by the chairman of the Nomination Committee and the chairmanship of the
Nomination Committee will be assessed by the remaining directors. Members of
the nomination committee are Don Baladasan, who will act as chairman of the
committee, and Bob Holt.
Share dealing code
The Company has adopted a new share dealing code for directors' dealings in
securities of the Company which is appropriate for a company quoted on AIM.
The Board will comply with Rule 21 of the AIM Rules for Companies relating to
directors' dealings and will take proper and reasonable steps to ensure
compliance by the Group's "applicable employees" (as defined in the AIM Rules
for Companies).
General Meeting
A notice convening a general meeting of the Company, to be held at 10.00 a.m.
on 31 March 2016 at Lighterman House, 26-36 Wharfdale Road, London N1 9RY,
will been sent to Shareholders with the Admission Document. At the General
Meeting, the following resolutions will be proposed:
a) to approve the Acquisition;
b) to authorise the Directors' to: (i) allot Ordinary Shares in connection
with the Subscription; (ii) the allotment of up to 2,057,500 new Ordinary
Shares pursuant to the terms of the Acquisition; and (iii) allot Ordinary
Shares up to a maximum nominal value of £799,798; and
c) to authorise the Directors to allot Ordinary Shares for cash otherwise
than on a pro rata basis to shareholders: (i) in connection with the
Subscription; and (ii) up to a maximum nominal value of £399,899.
The resolutions in (a) and (b) will be proposed as ordinary resolutions and
the resolution in (c) will be proposed as a special resolution. To be passed,
the resolutions in (a) and (b) require a majority of not less than 50 per
cent. of the votes cast at the General Meeting, in person or by proxy, and the
resolution referred to in (c) will require a majority of not less than 75 per
cent. of the Shareholders voting in person or by proxy in favour of the
relevant Resolutions. The resolutions are inter-conditional and so, if one of
them is not passed at the General Meeting, none of them will be deemed to have
been passed.
The Independent Directors recommend that Shareholders vote in favour of the
Resolutions, as the Directors intend to do so that the Subscription, the
Acquisition and Admission can proceed.
Action to be taken / recommendation
The Independent Directors consider that the Resolutions to be proposed at the
General Meeting of the Company are in the best interests of the Company and
its Shareholders as a whole. The Independent Directors recommend that
Shareholders vote in favour of those Resolutions. All of the Directors intend
to vote in favour of those Resolutions in respect of the 654,446 Ordinary
Shares beneficially owned by them in aggregate.
A Form of Proxy has been sent to Existing Shareholders for use at the GM.
Whether or not Shareholders intend to be present at the GM, they are requested
to complete, sign and return the Form of Proxy to the Company's registrar,
Share Registrars Limited, Proxy Department, Suite E, First Floor, 9 Lion and
Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible but in any event so as
to arrive not less than 48 hours before the time appointed for the General
Meeting. The completion and return of a Form of Proxy will not preclude a
Shareholder from attending the GM and voting in person should he subsequently
wish to do so.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and dispatch of this document 15 March 2016
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 29 March 2016
Time and date of General Meeting 10.00 a.m. on 31 March 2016
Completion of the Proposals, Admission to trading on AIM effective and commencement of dealings in the Enlarged Share Capital on AIM 1 April 2016
CREST accounts credited with Subscription Shares (where applicable)* 1 April 2016
Despatch of definitive share certificates for Subscription Shares being held in certificated form (where applicable)* By 4 April 2016
*Assuming that the Resolutions are passed at the General Meeting and
Admission
ADMISSION AND SUBSCRIPTION STATISTICS
Number of Ordinary Shares in issue at the date of this document 9,994,953
Number of Deferred Shares 228,402,392
Number of Subscription Shares 10,000,000
Enlarged Share Capital on Admission* 19,994,953
Percentage of Enlarged Share Capital represented by the Subscription Shares 50.01%
Subscription Price 62p
Gross proceeds of the Subscription £6.20 million
Estimated net proceeds of the Subscription £5.87 million
Market capitalisation of the Company at the Subscription Price on Admission £12.40 million
AIM symbol TLY
ISIN GB00BYM1JJ00
SEDOL BYM1JJ0
Website address http://www.totallyplc.com/
*excluding the issue of any Ordinary Shares as part of the Consideration
Notes:
1. All of the above timings refer to London time unless otherwise stated
2. The above statistics assume the passing at the General Meeting of the
Resolutions and Admission.
3. Some of the times and dates above are indication only and if any of the
details contained in the timetable above should change, the revised times and
dates will be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
4. Events listed in the above timetable following the General Meeting are
conditional on the passing at the General Meeting of the Resolutions.
DEFINITIONS
Except where the context otherwise requires, the following definitions shall
apply throughout this announcement, as they do throughout the Admission
Document:
"Acquisition" the proposed acquisition by the Company of the entire issued share capital of Premier Physical Healthcare Limited pursuant to the terms of the Acquisition Agreement;
"Acquisition Agreement" the conditional agreement dated 14 March 2016 made between (i) the Company and (ii) the Vendors, further details of which are set out in paragraph 10 of Part VI of the Admission Document;
"Act" the Companies Act 2006 (as amended from time to time);
"acting in concert" shall bear the meaning ascribed thereto in the Takeover Code;
"Admission" the admission of the Enlarged Share Capital to trading on AIM following completion of the Acquisition and the Subscription and such admission becoming effective in accordance with the AIM Rules for Companies;
"Admission Agreement" the conditional agreement dated 14 March 2016 between (1) the Company (2) the Directors and (3) Allenby Capital relating to Admission, further details of which are set out in paragraph 10 of Part VI of the Admission Document;
"Admission Document" or "Document" the admission document;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" together, the AIM Rules for Companies and the AIM Rules for Nominated Advisers;
"AIM Rules for Companies" the rules which set out the obligations and responsibilities in relation to companies whose shares are admitted to AIM as published and amended from time to time by the London Stock Exchange;
"AIM Rules for Nominated Advisers" the rules of the London Stock Exchange that set out the eligibility obligations and certain disciplinary matters in relation to nominated advisers as published and amended by the London Stock Exchange from time to time;
"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and joint broker, incorporated in England and Wales with company number 06706681, whose registered office address is 3 St. Helen's Place, London EC3A 6AB, and which is authorised and regulated by the FCA;
"Applicable Employees" any employee of the Company or its subsidiaries who (together with that employee's family) holds any legal or beneficial interest in 0.5 per cent. or more of the Enlarged Share Capital as more particularly defined in the AIM Rules;
"Articles of Association" or "Articles" the articles of association of the Company, a summary of which is set out in paragraph 5 of Part VI of the Admission Document;
"Business Day" any day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England;
"Certificated" or "in certificated form" not in uncertificated form (that is, not in CREST);
"Completion" completion of the Acquisition;
"Company" or "Totally" Totally plc, incorporated and registered in England and Wales with company number 03870101, whose registered office address is Lighterman House, 26-36 Wharfdale Road, London N1 9RY;
"Consideration" a maximum of £6.75m payable to the Vendors in respect of the Acquisition, further details of which are set out above and in paragraph 9 of Part I of the Admission Document;
"CREST" the relevant system (as defined in the CREST Regulations) in accordance with which securities may be held or transferred in uncertificated form, and in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time, and any applicable rules made under those regulations;
"Deferred Shares" the 228,402,392 deferred shares of 0.9 pence each in the capital of the Company;
"Directors" or "Board" the directors of the Company at the date of the Admission Document, including any duly authorised committee of the board of directors of the Company and "Director" is to be construed accordingly;
"Disclosure and Transparency Rules" or "DTR" the Disclosure and Transparency Rules (in accordance with Section 73A(3) of FSMA) being the rules published by the FCA from time to time relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such market has been made;
"EBITDA" earnings before interest, tax, depreciation and amortisation for the relevant period;
"EIS" the Enterprise Investment Scheme, a scheme created by HMRC to provide certain tax reliefs to investors in smaller UK companies;
"Enlarged Group" the Group following completion of the Acquisition;
"Enlarged Share Capital" the issued ordinary share capital of the Company following Completion comprising: (i) the Existing Ordinary Shares and (ii) the Subscription Shares;
"Euroclear" Euroclear UK & Ireland Limited, a company incorporated in England and Wales and the operator of CREST;
"Existing Ordinary Shares" or "Existing Share Capital" the 9,994,953 Ordinary Shares in issue at today's date all of which are fully paid;
"FCA" the United Kingdom Financial Conduct Authority, the statutory regulator under FSMA responsible for the regulation of the United Kingdom financial services industry;
"FSMA" the Financial Services and Markets Act 2000 (as amended);
"Form of Proxy" the form of proxy for use by Shareholders at the General Meeting;
"General Meeting" or "GM" the general meeting of the Company to be held at Lighterman House, 26-36 Wharfdale Road, London N1 9RY on 31 March 2016 at 10.00 a.m. and any adjournments thereof to be held for the purpose of considering and, if thought fit, passing the Resolutions;
"Group" the Company and/or its current subsidiaries;
"HMRC" Her Majesty's Revenue and Customs of the UK;
"IFRS" International Financial Reporting Standards issued by the International Accounting Standards Board;
"Independent Directors" the Directors who are considered independent in respect of the Acquisition as at the date of the Admission Document, being all of the Directors with the exception of Mr Don Baladasan who is also a director of Premier;
"ISIN" International Securities Identification Number, the existing ISIN of the Company being GB00BYM1JJ00;
"IssuedShareCapital" the entire issued ordinary share capital of the Company from time to time;
"London Stock Exchange" or "LSE" the London Stock Exchange Group Plc;
"Notice of General Meeting" or "Notice of GM" the notice convening the GM;
"Official List" the Official List of the United Kingdom Listing Authority;
"Ordinary Shares" the ordinary shares of 10p each in the capital of the Company;
"Proposals" means (i) the Acquisition; (ii) the Subscription; and (iii) Admission;
"Premier" Premier Physical Healthcare Limited, a private limited company incorporated in England and Wales with registered number 03376266 and registered address Stonebridge House, Chelmsford Road, Hatfield Heath, Essex, CM22 7BD;
"QCA Guidelines" the Corporate Governance Guidelines for Small and Mid-Sized Quoted Companies published by the Quoted Companies Alliance in May 2013, as amended from time to time;
"Registrars" Share Registrars Limited, incorporated in England and Wales with company number 04715037, whose registered office address is 27/28 Eastcastle Street, London, W1W 8DH;
"Resolutions" the resolutions to be proposed at the General Meeting, details of which are set out in the Notice of GM;
"Restricted Jurisdiction" the United States of America, Canada, Australia, the Republic of South Africa and Japan;
"Reverse Takeover" any acquisition that would be of a size or nature to be deemed a reverse takeover transaction under Rule 14 of the AIM Rules for Companies;
"Rule 9 Offer" a general offer to all holders of any class of equity share capital or other class of transferable securities carrying voting rights of a company to acquire the balance of their interests in the company as required to be made in accordance with Rule 9 of the Takeover Code;
"Share Dealing Code" the Company's share dealing code as referred to in Part I of the Admission Document;
"Shareholders" or "Existing Shareholders" holders of Ordinary Shares from time to time, each individually being a "Shareholder";
"Significant Shareholder" a person holding 3 % or more of the Enlarged Share Capital;
"Subscriber" a person who has conditionally agreed to subscribe for Subscription Shares at the Subscription Price pursuant to the Subscription;
"Subscription" the conditional subscription by Subscribers to subscribe for the Subscription Shares at the Subscription Price;
"Subscription Price" 62 pence per Subscription Share;
"Subscription Shares" the 10,000,000 new Ordinary Shares to be issued by the Company and subscribed for pursuant to the Subscription, following the passing of the Resolutions;
"Subsidiary Undertaking" a subsidiary undertaking, as that term is defined in section 1162 of the Companies Act;
"Substantial Shareholder" any person who, following Admission, holds any legal or beneficial interest directly or indirectly in 10 per cent. or more of the Enlarged Share Capital or voting rights of the Company, as defined in the AIM Rules for Companies;
"Takeover Code" the City Code on Takeovers and Mergers issued by the Takeover Panel, as amended from time to time;
"Takeover Panel" the Panel on Takeovers and Mergers in the United Kingdom;
"Totally Health" Totally Health Limited, the Company's wholly-owned subsidiary;
"UK Listing Authority" or "UKLA" the FCA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA;
"Uncertificated" or "Uncertificated form" recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"VCT" the Venture Capital Trust scheme, a scheme created by HMRC to provide tax reliefs to investors in smaller UK companies; and
"Vendors" Raphael Leal, Wayne Llewellyn, Justin Leal, Elana Taylor, Scott Langran, Emma Elstead, John Napier, Gerry Desler, Clare Heath and Catherine Tomkies being the current shareholders of Premier at the date of the Admission Document.
In this announcement and the Admission Document:
(i) use of the singular includes the plural and vice versa, unless
the context otherwise requires;
(ii) references to a 'Part,' or 'Parts' and references to page
numbers, are to the relevant Part or Parts or to the relevant page or pages of
the Admission Document; and
(iii) all references to "sterling", "£" or "p" are to the lawful
currency of the United Kingdom.
GLOSSARY OF TECHNICAL AND COMMERCIAL TERMS
"AQP" any qualified provider, a contract structure whereby a CCG stipulates a tariff for treatments or services and then goes to the market to find providers who are then required to become qualified through the procurement process;
"business-to-business" the provision of Totally's clinical health-coaching services to organisations or businesses, typically Clinical Commissioning Groups;
"Clinical Commissioning Group" or "CCG" regional NHS organisations which are authorised to commission healthcare services for their communities;
"clinical health-coaching" an ongoing coaching process, typically delivered by a qualified nurse, which is designed to allow patients to gain knowledge, skills, tools and confidence to become active participants in their healthcare;
"CSP" Chartered Society of Physiotherapists;
"direct-to-consumer service", "direct-to-consumer clinical health-coaching services" or "direct-to-consumer clinical health-coaching product" the provision of Totally's clinical health-coaching services to individuals directly, on a private basis;
"display screen equipment assessments" assessments of workstations with devices or equipment that have alphanumeric or graphic display screens, typically in relation to employer's compliance with the relevant health and safety regulations;
"HMPS" Her Majesty's Prison Service;
"NHS" the National Health Service, being the UK's public healthcare system;
"PCTs" Primary Care Trusts; and
"shared decision making" the process whereby a patient and their health professional make a healthcare choice together after an informed dialogue.
-ENDS-
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