TIDMTLY
RNS Number : 7208A
Totally PLC
31 May 2019
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31 May 2019
Totally plc
("Totally", the "Company" or the "Group")
Proposed acquisition of Greenbrook Healthcare
Proposed placing by way of an accelerated book build to raise up
to GBP9.0 million
Proposed Open Offer to raise up to GBP1.0 million
Notice of General Meeting
Restoration of trading on AIM
The Board of Totally plc (AIM: TLY), a leading provider of a
range of out-of-hospital services to the healthcare sector in the
UK, announces that the Company has conditionally agreed to acquire
Greenbrook Healthcare, a leading provider of NHS urgent care
centres across London. The total consideration for the acquisition
is GBP11.5 million on a cash free and debt free basis, with a
normalised level of working capital (the "Acquisition").
The Consideration will be satisfied by the payment of GBP9.0
million in cash on Completion and as to the remaining GBP2.5
million by the issue of the Consideration Shares on Completion. The
cash consideration payable on Completion will be satisfied using
the net proceeds raised pursuant to the Placing and the Open Offer
and existing cash resources of the Company.
The Company also announces its intention to conduct a placing
with certain institutional and other investors to raise gross
proceeds of up to GBP9.0 million at 10 pence per Ordinary Share, as
well as an Open Offer of up to GBP1.0 million (the "Open Offer").
The Placing is being conducted through an accelerated bookbuilding
process (the "Bookbuild"), which will be launched immediately
following this announcement.
Greenbrook Healthcare is a leading provider of urgent care
services to the NHS in the Greater London area of the UK. The
services provided by Greenbrook Healthcare are delivered by UCCs on
behalf of the NHS with the majority of the UCCs co-located with
A&E departments. In addition, Greenbrook Healthcare operates a
small number of WICs, a GP practice and an admissions avoidance
service on behalf of the NHS. Its UCC based at Queen Elizabeth
Hospital, Woolwich is also the local GP OoH service for the borough
of Greenwich (for home visits and face to face consultations in the
UCC).
Highlights:
-- The Acquisition provides Totally with a strong and
commercially attractive opportunity to continue to execute its buy
and build strategy, with the aim of building the Company into a
leading out-of-hospital healthcare provider, providing more
comprehensive services across the country, helping to address the
significant healthcare challenges faced by the UK.
-- The Acquisition allows the Group to obtain a further foothold
in the urgent care sector in the UK with Greenbrook Healthcare
being a leading provider of UCCs in the Greater London area.
-- The Board believes the services offered by Greenbrook
Healthcare are highly complementary to and offer synergies with the
Group's wholly-owned subsidiary Vocare Limited ("Vocare"), one of
the UK's leading national specialist providers of urgent care
services.
-- The total consideration for the Acquisition is GBP11.5
million on a cash free and debt free basis, with a normalised level
of working capital.
-- The Consideration will be satisfied by the payment of GBP9.0
million in cash on Completion and as to the remaining GBP2.5
million by the issue of the Consideration Shares on Completion. The
cash consideration payable on Completion will be satisfied using
the net proceeds raised pursuant to the Placing and the Open Offer
and existing cash resources of the Company.
-- Greenbrook Healthcare has experienced substantial revenue
growth in recent years with revenue growing from GBP23.8 million in
the financial year ended 31 March 2016 to GBP33.4 million in the
year ended 31 March 2018 (equivalent to 40.1 per cent. growth over
the two financial years).
-- With effect from Admission, Michael Steel, the Chief
Executive Officer of Greenbrook Healthcare, will join the Board as
Executive Director.
Background to and reasons for the Acquisition:
The Board believes Greenbrook Healthcare to be a strong
acquisition candidate, for the following reasons:
-- Growing market for outsourced urgent care services
Publications such as the Integrated Urgent Care Service
Specification, published in August 2017, and the NHS Long Term
Plan, published in January 2019 demonstrate an increasing demand
for urgent care services nationwide. The Chancellor also announced
an increase in NHS funding of GBP20.5 billion over a 5-year period
in the 2018 budget.
Urgent care is one of the cornerstones of the NHS Long Term Plan
and the Enlarged Group will be able to provide the key outsourced
services in this plan.
-- Development of a nationwide footprint
Totally currently provides out-of-hospital healthcare in over
230 locations across England. Greenbrook Healthcare's footprint in
the Greater London area will complement Vocare's coverage of other
parts of the country. The Board believes Greenbrook Healthcare will
be well positioned to benefit from Totally's scale and regional
presence when tendering for new UCC contracts.
-- Contracted revenue
Totally and Greenbrook Healthcare have combined contracted
revenues of over GBP250 million over a three-year period, through
to 31 March 2021. Both Totally and Greenbrook Healthcare have a
solid track record of contract wins, renewals and extensions.
-- Access to NHS partnerships and contracts
The geographical focus of services provided by Greenbrook
Healthcare is the Greater London area and the Directors believe
that its acquisition will open up additional partnership and
contract opportunities for Totally in the region as well as
increasing the breadth of NHS Commissioners with whom it
contracts.
-- Enlarged Group synergies and cross-selling opportunities
The Directors believe the combined business will be one of the
market leaders in providing integrated urgent care services to the
NHS. The Directors believe the Enlarged Group will have
opportunities to cross sell other planned and unplanned care
components to current Commissioners of services and the ability to
deliver a fully integrated urgent care solution to existing and new
Commissioners. The Enlarged Group is expected to be of sufficient
scale to help the NHS to solve its problems in urgent care.
-- Operational enhancements for Totally
Greenbrook Healthcare has an experienced management team and an
established group of clinicians who will join the Group post
Completion and support the Group's existing operational
capabilities as it looks to expand its geographical footprint.
-- New services and opportunities
The Directors believe the acquisition of Greenbrook Healthcare
will help enable Totally to deliver further on its strategy to
become a leading provider of out-of-hospital healthcare in the UK.
In addition, Totally's existing range of out-of-hospital services
provide opportunities to support Greenbrook Healthcare and the
urgent care services it can provide and offer to patients.
Given the scale of the Acquisition when compared to the existing
Group, the transaction is a reverse takeover under the AIM Rules
and requires the Company to issue a new admission document and is
conditional, inter alia, on the approval by Shareholders of the
Resolutions to be proposed at a General Meeting. Accordingly, the
Company has published the admission document ("Admission
Document"), including details of the General Meeting and
Resolutions, which will be posted to Shareholders on 3 June 2019
and is available on the Company's website at
https://www.totallyplc.com.
The Directors consider the Acquisition to be an exciting
opportunity for the Group and in the best interests of the Company
and Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as they intend to do so in respect
of their own beneficial holdings of Ordinary Shares, which
represent approximately 2.11 per cent of the Existing Ordinary
Shares.
Restoration of trading on AIM
Trading in the Company's Existing Ordinary Shares was suspended
on 17 May 2019 after the Company confirmed it was in the advanced
stages of the Acquisition. With the publication of the Admission
Document today, trading in the Company's Ordinary Shares on AIM
will be restored at 7:30 a.m. today.
Details of the Placing
The Company is proposing to raise GBP9.0 million, before
expenses, through the issue of the Placing Shares at the Issue
Price. The Placing Shares will represent approximately 48.7 per
cent. of the Enlarged Share Capital on Admission.
The Placing is being conducted by way of the Bookbuild. The
Bookbuild will open with immediate effect and is expected to close
no later than 4:30 p.m. (London time) today. The timing of the
closing of the Bookbuild and the making of allocations may be
accelerated or delayed at the discretion of Allenby Capital and
Canaccord Genuity (together the "Placing Agents"). The appendix to
this Announcement contains detailed terms and conditions ("Terms
and Conditions") applicable to the Placing and the Bookbuild. The
Placing is not underwritten.
By choosing to participate in the Placing and by making an oral
and/or written legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement (including the appendix) and the Admission Document in
its entirety, and to be making such offer on the terms and subject
to the conditions contained herein and to be making the
representations, warranties, undertakings and acknowledgements
contained in this Announcement (including the appendix).
The Placing is conditional, inter alia, upon the passing of the
Resolutions at the General Meeting and Admission. If the
Resolutions are passed and the other conditions set out in the
Acquisition Agreement (save for Admission) and the Placing and Open
Offer Agreement (save for payment of the consideration to the
Vendors and Admission) are met, it is expected that the Enlarged
Share Capital will be admitted to trading on AIM with effect from
8:00 a.m. on 20 June 2019.
Details of the Open Offer
The Company is proposing to raise up to approximately GBP1.0
million (before expenses) through the Open Offer. A total of
9,965,862 new Ordinary Shares are available to Qualifying
Shareholders pursuant to the Open Offer at the Issue Price, payable
in full on acceptance.
Any Offer Shares not subscribed for by Qualifying Shareholders
will be available to Qualifying Shareholders under the Excess
Application Facility. The balance of any Offer Shares not
subscribed for under the Excess Application Facility will not be
available to Placees under the Placing who were not already
Qualifying Shareholders at the Record Date.
Qualifying Shareholders may apply for new Ordinary Shares under
the Open Offer at the Issue Price on the following basis:
One new Ordinary Share for every 6 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held on the Record Date.
On the assumption that the Open Offer is fully subscribed,
following the issue of the New Ordinary Shares, the Offer Shares
will represent approximately 5.4 per cent. of the Enlarged Share
Capital on Admission. Qualifying Shareholders who do not take up
any of their Open Offer Entitlements will suffer a dilution of
67.64 per cent. to their interests in the Company.
Further details of the Open Offer are set out below.
Defined terms used in this Announcement shall have the same
meaning (unless the context otherwise requires) as ascribed to them
in the "Definitions" and "Technical Glossary" section towards the
end of this Announcement.
Wendy Lawrence, CEO of Totally, said:
"We are thrilled to announce yet another landmark acquisition
for Totally as we continue to deliver on our strategy and expand
the Group. This highly complementary acquisition is an exciting and
transformative opportunity, and one which offers significant
operational and financial benefits.
"Adding such a well-regarded business as Greenbrook to our
portfolio will provide us with a series of exciting growth
opportunities in planned and unplanned care. Greenbrook's expertise
and reputation in UCCs can be leveraged across our existing
national network, in line with the NHS's commitment to integrated
urgent care in its long-term plan. It will significantly strengthen
our market positioning and allow us to deliver a wide spectrum of
urgent care, driving revenue and margin growth in our core
business. Furthermore, it will enable us to quickly expand into the
London and South East markets which are key growth territories for
Totally.
"We are excited by the opportunities that this acquisition can
offer for the Enlarged Group and feel it will provide us with the
expertise, capability and scale to be a key part of the solution,
working closely with the NHS to solve its problems in urgent care.
We look forward to updating the market in due course as we look to
complete the proposed transaction and continue to build the Company
into one of the leading providers of out of hospital care in the
UK."
For further information please contact:
Totally plc 020 3866 3335
Wendy Lawrence, Chief Executive
Bob Holt, Chairman
Allenby Capital Limited (Nominated Adviser
& Joint Corporate Broker) 020 3328 5656
Nick Athanas
Liz Kirchner
Canaccord Genuity Limited (Joint Corporate
Broker) 020 7523 8000
Bobbie Hilliam
Alex Aylen
Yellow Jersey PR 020 3004 9512
Georgia Colkin
Joe Burgess
BACKGROUND TO AND RATIONALE FOR THE ACQUISITION
The Company has conditionally agreed to acquire Greenbrook
Healthcare, a leading provider of NHS urgent care centres across
London.
The Directors believe the Acquisition represents a
transformational step in the implementation of the Group's stated
buy and build strategy, as well as being particularly complementary
to its Vocare business.
Greenbrook Healthcare is a provider of high-quality healthcare
services to both patients and Commissioners in the Greater London
area through:
-- nine urgent care centres/urgent treatment centres;
-- one GP practice/walk-in-centre;
-- a further two walk-in-centres; and
-- a hospital admission avoidance contract.
The majority of the UCCs are co-located with A&E
departments.
The Board believes that there has been an overall trend for the
NHS to seek to move the less acute or critical components of
patient care from larger hospitals into smaller NHS premises, such
as GPs' sites, or otherwise into community-based care, including
UCCs. This process often takes place via outsourcing to private
sector service providers in line with the NHS Long Term Plan
published in January 2019.
The Directors believe therefore that there is a significant
opportunity for Totally to build and develop a high quality
diversified out-of-hospital UK healthcare services group. In order
to facilitate this, the Board has adopted a buy and build strategy.
Following the acquisitions of Vocare, Premier, About Health and
Optimum Sports Performance since the beginning of 2016, the Board
believes that the Acquisition provides the Company with a strong
and commercially attractive opportunity to continue to execute its
buy and build strategy, grow the Group and provide more
comprehensive services across the country in the out-of-hospital
care sector. In particular, the Acquisition allows the Group to
obtain a further foothold in the urgent care sector in the UK with
Greenbrook Healthcare being a leading provider of UCCs in the
Greater London area. The Board believes the services offered by
Greenbrook Healthcare are highly complementary to and offer
synergies with Vocare.
INFORMATION ON GREENBROOK HEALTHCARE
Background and history
Greenbrook Healthcare is a leading provider of urgent care
services to the NHS in the Greater London area of the UK. The
services provided by Greenbrook Healthcare are delivered by UCCs on
behalf of the NHS with the majority of the UCCs co-located with
A&E departments. In addition, Greenbrook Healthcare operates a
small number of WICs, a GP practice and an admissions avoidance
service on behalf of the NHS. Its UCC based at Queen Elizabeth
Hospital, Woolwich is also the local GP OoH service for the borough
of Greenwich (for home visits and face to face consultations in the
UCC).
Greenbrook Healthcare was founded in 2007 and, in 2008, started
its first contract of six GP practices in Hounslow. In 2009,
Greenbrook Healthcare entered into the urgent care market by
winning a tender for a new GP practice and a WIC based in a former
A&E, and it has since been successful in securing further
contracts to manage a number of UCCs on behalf of the NHS.
Greenbrook Healthcare's growth has benefitted from the NHS creating
UCCs to relieve pressure on A&E departments by providing
treatment to the majority of walk-in patients and thereby helping
A&E departments achieve their quality, safety and operational
objectives.
In March 2018, Greenbrook Healthcare began providing UCC
services at Central Middlesex Hospital for Brent CCG in North West
London working in collaboration with Brent Care (GPs) and London
North West Healthcare NHS Trust. The service is closely integrated
with both the urgent care pathways (NHS 111, GP OoH and A&E) as
well as into GP services and community healthcare.
In April 2018, Greenbrook Healthcare started providing UCC
services at Hillingdon as lead contractor in partnership with the
Hillingdon Hospital and the local GP federation. The service
delivers an innovative new specification set by Hillingdon CCG
including closer integration with GP practices, community care,
wider urgent care pathways (NHS 111 and A&E) as well as
Hillingdon Hospital more broadly. Greenbrook Healthcare previously
ran the Hillingdon UCC as a sub-contractor to London North West
Healthcare NHS Trust.
In November 2018, Greenbrook Healthcare commenced UCC service
provision at St Peter's Hospital in Chertsey, the first contract
secured directly with a hospital trust rather than a CCG.
Greenbrook Healthcare has historically traded through three
related entities as follows:
- Greenbrook Hounslow: nine UCCs together with an admission
avoidance contract and, from April 2017, two WICs in Ashford and
Woking;
- Greenbrook Earl's Court: a WIC and GP practice in Earl's Court, London; and
- Greenbrook Surrey: a GP practice and a WIC in Ashford. This
business ceased trading from April 2017 and in November 2017 became
a subsidiary of Greenbrook Hounslow.
Currently Greenbrook Hounslow operates the UCCs and ICRS,
together with two WICs in Ashford and Woking under a new contract
which commenced on 1 April 2017. Greenbrook Earl's Court continues
to operate the GP practice and WIC in Earl's Court.
Greenbrook Healthcare acts as either a primary contractor or
sub-contractor on its contracts.
As primary contractor, Greenbrook Healthcare has full
responsibility for running the services and for all costs related
to that service. Greenbrook Healthcare therefore receives 100 per
cent. of contract contribution, albeit on a lower margin than as
sub-contractor in the case of a secondary contract.
As sub-contractor, Greenbrook Healthcare directly manages the
UCC service and employs the GPs, but the prime contractor usually
employs the nursing staff who are managed by Greenbrook Healthcare.
The contract profit after all costs is shared between Greenbrook
Healthcare and the primary contractor. Greenbrook Healthcare is
currently sub-contractor on three contracts: (i) West Middlesex UCC
(Hounslow CCG) where the prime contractor is Hounslow and Richmond
Community Healthcare NHS Trust; (ii) the WICs at Ashford and Woking
where Central Surrey Health is the primary contractor; and (iii) St
Peter's UCC where Ashford & St Peter's Hospitals NHS Foundation
Trust is the primary contractor.
Greenbrook Healthcare continuously monitors and evaluates
contract tendering opportunities. The tendering process is lengthy
and Greenbrook Healthcare takes care to construct bids which are
not only competitive but which also meet management's expectations
of contribution margin. Typically a tender process will last
approximately six months from initial tender notice, through bidder
information sessions, six weeks of tender writing, and evaluation
of tenders by Commissioners. Deployment and mobilisation of
contracts, once awarded, can typically take a minimum of three
months.
Greenbrook Healthcare mainly faces competition when bidding for
contracts from other regional and national private healthcare
providers such as Care UK, Virgin Care and Vocare but also from
local public healthcare operators such as Community Service
providers, GP provider groups and hospitals.
Greenbrook Healthcare holds NHS Standard Contracts (or NHS
Standard Subcontracts) for most contracts. For its general
practice, it holds an APMS contract (General Practice).
The current central team of around 30 people provides clinical
and operational support to services and is responsible for new
business development and all back office functions (Finance, IT,
HR, Clinical Governance support etc.).
Operational delivery of Greenbrook Healthcare's services is
organised on a local basis across each of the service centres. The
executive team and the central teams are supported by a strong
cohort of experienced local Service Managers, Lead GPs and Lead
Nurses in each service. Management have a base in Hayes but spend a
lot of their time on site in the locations from which services are
provided.
Greenbrook Healthcare is responsible for the licensing,
implementation and maintenance of the clinical IT systems used in
its UCCs. The main systems are Adastra and SystmOne which are used
for both record keeping and operational management as well as
record sharing between different services in the urgent care
pathway. They also allow access to GP patient records and booking
of GP appointments directly from the UCC.
Other IT platforms used by Greenbrook Healthcare include:
o Rotamaster - rota/shift management system which includes all
GPs nurses and receptionists, as well as shift requirements
o Datix - incident reporting system to record every clinical
incident in the UCCs
o EMISWeb - for viewing local GP records and booking GP/GP Hub
appointments in some areas
o Local Hospital Trust diagnostic systems - for requesting tests
and viewing diagnostic test results
Greenbrook Healthcare has experienced substantial revenue growth
in recent years with revenue growing from GBP23.8 million in the
financial year ended 31 March 2016 to GBP33.4 million in the year
ended 31 March 2018 (equivalent to 40.1 per cent. growth over the
two financial years). This revenue growth has been primarily driven
by the Northwick Park Hospital UCC contract moving from a secondary
contract to a primary contract with effect from 1 April 2017, the
new Surrey WIC contract which commenced materially in April 2017
and revenue growth across a number of other centres including
Greenwich and Ealing. In the last 12 months, new contracts in
Hillingdon, where Greenbrook Healthcare became primary contractor
after winning the re-bid for the contract, Central Middlesex
Hospital and St Peter's Hospital have driven further growth.
Greenbrook Healthcare services
Urgent Care Centres
Greenbrook Healthcare's UCCs are located around London and the
home counties and are aimed at treating patients with urgent
conditions. The UCCs can accept walk-in patients without an
appointment. The centres operate to broadly similar service
specifications with all centres dealing with minor injuries as well
as minor illnesses. The centres have a variety of opening hours
with a number of centres being open 24 hours a day, 7 days a week,
whilst others are open 12 hours per day. All of these centres aim
to provide patients with same day urgent care, allowing A&E
departments to focus on more serious injuries and illnesses, as
well as life threatening cases.
Greenbrook Healthcare manages every aspect of the UCC service
from designing the clinical pathways to employing and managing the
clinical and support staff to deliver high quality care.
Greenbrook Healthcare's UCCs take a primary care approach to
care (i.e. similar to General Practice) and are led by GPs,
supported by a team of experienced nurses and other healthcare
practitioners. They operate on a walk-in basis and also offer
direct-book appointments through the NHS 111 service.
Co-located UCCs (of which Greenbrook Healthcare manages seven)
are co-located with the hospital A&E department. Their
fundamental role is to protect the A&E departments by handling
patients with more minor illnesses and injuries who are less
suitable for A&E, by seeing, treating and safely discharging as
many of these patients as possible. All of these services provide
patient assessment and streaming (into the UCC, to A&E or to
alternative services), with minor injury and illness patients seen,
treated and discharged by GPs and Emergency Nurse Practitioners.
X-ray facilities are available on site. All but one of these
services operate 24 hours a day, 365 days a year. Greenbrook
Healthcare's current co-located UCCs are situated at Northwick Park
Hospital (Harrow), Queen Elizabeth Hospital (Woolwich), Princess
Royal University Hospital (Orpington), Ealing Hospital, West
Middlesex Hospital (Twickenham), Hillingdon Hospital and St Peter's
Hospital (Chertsey).
Non co-located UCCs are standalone UCCs not attached to A&E
departments. These services provide patient assessment and
streaming, with patients with minor injuries and illnesses seen,
treated and discharged by GPs and nurses, and have X-ray facilities
available on site. Beckenham Beacon UCC operates from 8.00 a.m.
until 8.00 p.m. and Central Middlesex Hospital (Brent) operates 24
hours per day.
Contracted revenues are either fixed (block) or variable based
on patient numbers (tariff), or a combination of the two. Initial
terms of contracts range from two to five years with mutually
agreeable extension options, which are typically included, from one
to two years.
As at 30 May 2019, Greenbrook Healthcare operated a total of
nine UCCs throughout the UK as follows:
Ultimate Lead Revenue
NHS
Commissioner Service Contractor type Start date End date Extension
Hounslow West Middlesex Hounslow and Block April 2014 March 2019 March 2020
CCG
UCC Richmond
Community
Healthcare
NHS
Trust
Harrow CCG Northwick Park Greenbrook Block April 2017 March 2019 March 2021
UCC Hounslow and
(previously Tariff
subcontractor)
Hillingdon Hillingdon Greenbrook Block April 2018 April 2023 -
CCG UCC
Hounslow
(previously
subcontractor)
Ealing CCG Ealing Hospital Greenbrook Block April 2016 April 2019 April 2021
UCC Hounslow
Greenwich QEH (Queen Greenbrook Block September September September
CCG
Elizabeth Hounslow and 2015 2018 2020
Hospital) UCC Tariff
and GP OoH
Service
Bromley CCG PRUH (Princess Greenbrook Tariff November November August
2020
Royal University Hounslow 2013 2018
Hospital) UCC
Bromley CCG Beckenham UCC Greenbrook Tariff November August August
2019 2020
Hounslow 2014
Brent CCG Central Middlesex Greenbrook Block March 2018 March 2021 March 2023
UCC Hounslow
North West St Peter's Ashford & Block November March 2020 -
UCC St
Surrey CCG Peter's Hospitals 2018
NHS Trust
For the year ended 31 March 2018, the UCCs operated by
Greenbrook Healthcare generated revenue of GBP29.3 million
representing 91.2 per cent. of Greenbrook Healthcare's overall
revenue from continuing contracts (year ended 31 March 2017 -
GBP25.0 million).
Walk-In Centres
Greenbrook Healthcare operates WICs which are nurse-led services
that are not attached to A&E and are intended to treat less
acute patients. Their role is to ensure that any patient attending
the service can be seen and treated then either discharged or
referred to hospital. They typically operate from 8.00 a.m. until
8.00 p.m., 365 days a year and have some X-ray facilities available
on site. Greenbrook Healthcare currently operates two WICs in
Surrey. It also operates a small walk-in service at its GP practice
in Earl's Court which is open six days a week on shorter opening
hours and without X-ray facilities.
For the year ended 31 March 2018, the two WICs in Surrey
operated by Greenbrook Healthcare generated revenue of GBP1.6
million representing 5.0 per cent. of Greenbrook Healthcare's
overall revenue (year ended 31 March 2017 - GBP0.1 million).
GP Out of Hours
Fully integrated with Greenbrook Healthcare's UCC based at Queen
Elizabeth Hospital (Woolwich) is the local GP OoH service for the
borough of Greenwich (for home visits and face to face
consultations in the UCC).
General Practice
Earl's Court Health & Wellbeing Centre provides GP services
to 5,800 registered patients. In addition, the centre also has a
walk-in service serving 5,000-6,000 patients per year.
For the year ended 31 March 2018, the GP services operated by
Greenbrook Healthcare generated revenue of GBP1.0 million
representing 3.1 per cent. of Greenbrook Healthcare's overall
revenue from continuing contracts (year ended 31 March 2017 -
GBP1.1 million).
On 17 December 2018, Greenbrook Healthcare served notice to NHS
Kensington and Chelsea for the provision of services at the Earl's
Court Health & Wellbeing Centre for commercial reasons.
Greenbrook Healthcare is expected to cease providing services on
this contract on 31 March 2020.
Admission Avoidance
These are services aimed at ensuring patients are not admitted
to hospital or are discharged from hospital without delay. Plans
are made regarding patients' medical, social and/or physical needs
at home by a multi- disciplinary team of GPs, nurses, Occupational
Therapists as well as handymen ready to make modifications to
patients' homes (e.g. hand rails).
Greenbrook Healthcare delivers the medical leadership of an
Integrated Community Response Service (ICRS) in partnership with
Hounslow & Richmond Community Healthcare. There is an
opportunity for Greenbrook Healthcare to deliver a similar service
for other CCGs.
For the year ended 31 March 2018, the admission avoidance
services provided by Greenbrook Healthcare generated revenue of
GBP0.2 million representing 0.7 per cent. of Greenbrook
Healthcare's overall revenue from continuing contracts (year ended
31 March 2017 - GBP0.2 million).
Greenbrook Healthcare's future business initiatives
In 2013, the NHS Medical Director Professor Sir Bruce Keogh
announced a comprehensive review of the NHS urgent and emergency
care system in England. The review highlighted five key elements
for change:
1. To provide better support for self-care.
2. To help people with urgent care needs get the right advice in
the right place, first time.
3. To provide highly responsive urgent care services outside of
hospital so people no longer choose to queue in A&E.
4. To ensure that those people with serious/life-threatening
emergency care needs receive treatment in centres with the right
facilities and expertise, to maximise chances of survival and a
good recovery.
5. To connect all urgent and emergency care services together,
so the overall system becomes more than just the sum of its
parts.
The UCC is a relatively new model of care. It has been developed
as part of the NHS drive to relieve pressure from hospital A&Es
by developing a broader and more integrated urgent care system
(other elements include NHS 111, GP OoH, GP Hubs).
The fundamental role of the UCC is to improve the efficiency and
productivity of the urgent care system, with the aim of safely
removing 50 to 60 per cent. of patients from overcrowded
A&Es.
The Five Year Forward View Next Steps publication (NHS England,
March 2017) quotes the following key deliverables for 2017/18 and
2018/19 in order to help facilitate meeting the government's four
hour A&E waiting time target:
1. Every hospital's A&E department must have comprehensive
primary care-led clinical streaming.
2. Roll-out of standardised new "Urgent Treatment Centres" which
will open a minimum of 12 hours a day, seven days a week,
integrated with local urgent care services.
3. Specialist mental health care in A&E.
4. Enhanced NHS 111 and integrated GP OoH services.
The recently published NHS Long Term Plan also committed to
urgent treatment centres and the important role they play in
relieving pressure on busy A&E units.
Continued growth within the London UCC market is Greenbrook
Healthcare's current core focus. Significant opportunities exist to
leverage the platform geographically as well as into adjacent
primary care services.
London UCCs
-- New tender opportunities for UCC services within London.
Management is committed to growth in this core market before
expanding across the UK.
Regional UCCs
-- Larger cities outside of London also present an excellent
opportunity for growth, however this is likely to require
additional regional teams to mobilise and deliver new contracts,
assuming Greenbrook Healthcare remains independent.
Adjacent urgent care opportunities
-- Admission avoidance: Stopping patients being admitted to
hospital and getting them out quickly is a priority for the NHS and
needs many of the skills of UCCs. Greenbrook Healthcare also
delivers the ICRS service in Hounslow.
-- NHS 111 services: With increased investment in technology and
call centre infrastructure, Greenbrook Healthcare could potentially
further develop into providing NHS 111 services.
Wider primary care opportunities
-- General practice: There are an estimated 7,900 GP practices
across England only (2014). Greenbrook Healthcare's existing
General Practice contract at Earl's Court and 10-year track record
of delivering GP services to more than 30,000 patients provides a
foundation to expand in this market.
-- Out-of-hospital services: There is a large opportunity in
providing primary care-led services in the community (e.g.
ophthalmology, dermatology, musculoskeletal services).
CQC inspections and quality
Greenbrook Healthcare is regulated by the CQC and has a strong
quality track record. As at the date of the Document, ten of the 12
centres operated by Greenbrook Healthcare have been rated as
"Good". There are not yet CQC inspection reports available for the
remaining two centres.
Each of Greenbrook Healthcare's 12 UCCs/WICs and the Earl's
Court General Practice are CQC registered. Greenbrook Healthcare
was awarded an "Outstanding" rating in a single domain in three of
its inspections.
St Peter's Hospital UCC has yet to be inspected by the CQC. The
Central Middlesex Hospital UCC has been inspected by the CQC but
the CQC report is not yet available.
Service Inspection date Report date Overall
rating
West Middlesex UCC June 2018 October 2018 Good
Northwick Park UCC October 2018 December 2018 Good
Hillingdon UCC March 2017 May 2017 Good
Ealing Hospital UCC June 2017 October 2017 Good
QEH (Queen Elizabeth Hospital) January 2017 June 2017 Good
UCC
PRUH (Princess Royal University December 2017 December 2017 Good
Hospital) UCC
Beckenham UCC March 2017 June 2017 Good
Central Middlesex UCC April 2019 - -
St Peter's UCC Yet to be inspected - -
Ashford WIC May 2018 July 2018 Good
Woking WIC May 2018 August 2018 Good
Weybridge WIC May 2018 August 2018 Good
Earl's Court GP practice October 2015 December 2015 Good
GREENBROOK HEALTHCARE SUMMARY FINANCIAL INFORMATION
The table below sets out summary audited financial information
for Greenbrook Healthcare for the last three financial years ended
31 March 2018 and unaudited interim financial information for the
seven months ended 31 October 2017 and 31 October 2018. The
historical information has been prepared under IFRS. The summary
below has been extracted from Part III of the Admission
Document.
Unaudited
Period Unaudited
Year ended Year ended Year ended ended Period ended
31 March 31 March 31 March 31 October 31 October
2016 2017 2018 2018 2017
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 23,806 32,147 33,357 22,264 19,590
Cost of goods (22,192) (29,545) (29,609) (19,760) (17,885)
----------- ----------- ----------- ------------ --------------
Gross profit 1,614 2,602 3,748 2,504 1,705
Administrative expenses (1,707) (2,004) (2,378) (1,860) (966)
----------- ----------- ----------- ------------ --------------
Operating (loss)/profit (93) 598 1,370 644 739
Finance income 4 4 6 6 2
----------- ----------- ----------- ------------ --------------
(Loss)/profit before
taxation (89) 602 1,376 650 741
Taxation (30) (119) (306) (125) (169)
----------- ----------- ----------- ------------ --------------
(Loss)/profit before
taxation (119) 483 1,070 525 572
----------- ----------- ----------- ------------ --------------
Other comprehensive
income - - - - -
----------- ----------- ----------- ------------ --------------
Total comprehensive
income for the year (119) 483 1,070 525 572
=========== =========== =========== ============ ==============
The historical financial information on Greenbrook Healthcare
includes the impact of two discontinued contracts previously
managed by Greenbrook Hounslow and Greenbrook Surrey and
exceptional costs of GBP239,000 in relation to professional fees
incurred by Greenbrook Healthcare in relation to a possible sale of
the group. In accordance with IFRS these have not been treated as
discontinued operations or exceptional costs in the historical
financial information. Excluding the impact of these items would
result in a normalised revenue of GBP32.15 million and a profit
after tax of GBP1.07 million for the year ended 31 March 2018.
INFORMATION ON TOTALLY
Totally is a provider of a range of out-of-hospital services to
the NHS and private healthcare sector in the UK. These services
help patients to access high quality healthcare services quickly,
to understand better healthcare options and to promote self-care.
In tandem, this supports the NHS in managing demand across its
services and promoting NHS policy of working in partnership with
other healthcare providers to deliver high quality, integrated
services aimed at keeping people out of hospital. By providing
access to high quality services and thereby reducing demand on NHS
services, the Group's goal is to reduce healthcare reliance,
re-admissions and emergency admissions.
The Group provides a disruptive, outcome-based, outsourced
service model across its business divisions to deliver a wide range
of healthcare services across the UK, including contracts with
several CCGs, NHS Foundation Trusts and other public and private
sector organisations. Out-of-hospital healthcare includes urgent
care (unplanned care), primary care and outpatient services. These
services are provided in GP surgeries and community settings, in
prisons and other public organisations, as well as to private
sector organisations. The Group aims to provide care which allows
for hospital admissions to be avoided, at a lower cost to the NHS
and with better outcomes for patients. The Group aims to provide a
diverse range of healthcare services tailored to the needs of
individual patients and the NHS, and to provide interventions that
help to keep people healthy longer, prevent admission to hospital,
prevent ill health, reduce healthcare inequalities and to ensure
the efficient provision of primary healthcare and community /
urgent care.
The Group has a stated buy and build strategy in the UK
out-of-hospital healthcare sector. The Group has made four
acquisitions since the beginning of 2016 and raised approximately
GBP18 million in February 2017 by way of a placing and open offer,
in order to drive that strategy. The Company is focused on becoming
a leading out-of-hospital healthcare provider in the UK, in a
sector that the Directors believe is worth in excess of GBP20
billion per annum with spending on out-of-hospital healthcare set
to increase rapidly (Sources: NHS Long Term Plan published in
January 2019, Integrated Urgent Care Service Specification
published in August 2017 and the Chancellor's 2018 budget which
included additional funding for outsourced NHS services).
The Board believes that the out-of-hospital healthcare
marketplace is fragmented and Totally is well positioned to be a
consolidator as further acquisition opportunities arise in both
planned and unplanned care. By expanding organically through
increasing the services provided by Totally's current businesses,
and through further acquisitions, the Group aims to become a
leading provider of out-of-hospital care across the UK.
The Group currently consists of two business segments; (i)
unplanned care which accounts for approximately 90 per cent. of the
Group's revenues and includes GP OoH, NHS 111 services, UCC and IUC
services; and (ii) planned care which accounts for approximately 10
per cent. of the Group's revenues and includes physiotherapy,
podiatry, dermatology, health coaching, outpatient and referral
management services.
The Group's existing businesses are as follows:
Vocare - unplanned healthcare
Vocare, acquired by Totally in October 2017, is one of the
national specialist providers of urgent care services in the UK.
Headquartered in Newcastle upon Tyne, it provides innovative
unplanned (urgent) healthcare services to patients across the UK
through UCCs, GP OoH, integrated UCCs and the NHS 111 service,
working in close collaboration with the NHS and other healthcare
providers in local areas nationwide. Since acquisition, Vocare has
achieved 'Good' ratings from the CQC in over 90 per cent. of
services inspected, confirmed extensions and renewals across the
vast majority of its contracts with CCGs and forged many new
partnerships with other urgent care providers, both NHS and private
sector. The Directors believe Vocare is now regarded by relevant
stakeholders as a high quality provider of the full range of urgent
care services, which includes NHS 111, GP OoH, Clinical Assessment
Services (CAS) and Urgent Care Centres.
Premier Physical Healthcare - planned healthcare
Premier, acquired by Totally in April 2016, is a provider of
treatment and advice for musculoskeletal injuries and conditions,
including delivering physiotherapy and podiatry treatment to NHS
patients and police forces and at prison sites. Additionally,
Premier has an expanding network of clinics located in health and
fitness centres and also provides occupational health and ergonomic
services to corporate clients, such as display screen equipment
assessments, post-injury return to work suitability assessments and
podiatry treatment.
About Health - planned healthcare
About Health, acquired by Totally in June 2016, is a provider of
dermatology and referral management services to the NHS in the UK
and has a track record of service delivery covering a population of
almost three million people from Lancaster in the North West down
to Poole to Bournemouth and West Hampshire on the South Coast.
Since acquisition, About Health has secured new contracts, pilot
schemes and contract extensions with both new and existing
customers. About Health is now expanding its business model to
include additional medical specialities in order to increase its
market share and growth.
Optimum Sports Performance - planned healthcare
Optimum Sports Performance, acquired by Totally in November
2016, is a provider of physiotherapy services at 23 clinics across
10 counties. It was one of the first physiotherapy providers in the
UK to obtain ISO9001:2008 certification (an international standard
related to quality management system) in 2013. Optimum Sports
Performance offers physiotherapy treatment, shockwave therapy,
acupuncture, pilates, Wattbike testing and ultrasonography to
private clients who access services in local clinics and gyms
across England.
Totally Health - planned healthcare
Totally Health was established in 2011 and provides a model of
clinically-driven and personalised clinical health coaching to
provide a range of services to patients with long-term health
problems and wellness needs, enabling them to manage their
conditions and reduce their healthcare reliance. Services are
provided to NHS and private patients.
TOTALLY SUMMARY FINANCIAL INFORMATION
The table below sets out Totally's summary audited financial
information for the two financial years ended 31 December 2016 and
the financial period ended 31 March 2018 and unaudited interim
financial information for the six months ended 30 September 2017
and 30 September 2018. The historical information has been prepared
under IFRS.
Unaudited Unaudited
Year ended Year ended Period ended 6 months 6 months
31 December 31 December 31 March 30 September 30 September
2015 2016 2018 2018 2017
GBP000 GBP000 GBP000 GBP000 GBP000
Continuing operations
Revenue 577 3,977 42,535 40,164 3,530
Cost of sales (184) (2,600) (35,510) (34,475) (2,472)
------------- ------------- ------------- -------------- --------------
Gross profit 393 1,377 7,025 5,689 1,058
Administrative expenses (752) (2,536) (6,842) (5,594) (1,862)
------------- ------------- ------------- -------------- --------------
Operating (loss)/profit (363) (2,322) 2,828 (413) (1,023)
Share issue costs (49) - - - -
Finance costs (1) - (719) (129) (301)
Finance income - 830 - 2 -
------------- ------------- ------------- -------------- --------------
(Loss)/profit before
taxation (413) (1,492) 2,109 (540) (1,324)
Income tax - (24) (312) (231) -
------------- ------------- ------------- -------------- --------------
(Loss)/profit for
the year from continuing
operations (413) (1,516) 1,797 (771) (1,324)
STRATEGY OF THE ENLARGED GROUP
The Directors believe that there is a significant opportunity
for Totally to build and develop a high quality diversified
out-of-hospital UK healthcare services group through a combination
of organic and acquisition based growth. The Board believes that
this is the most cost-effective way for the Group to obtain
critical mass in both planned and unplanned care, in order to allow
it to compete with larger market participants.
Following the acquisitions of Vocare, Premier, About Health and
Optimum Sports Performance, the acquisition of Greenbrook
Healthcare provides the Enlarged Group with greater expansion
opportunities across the UK, more scale in the offering it provides
and increased exposure to the urgent care market in the Greater
London area.
Out-of-Hospital Healthcare
The Enlarged Group will continue to target acquisitions of
appropriate healthcare related companies for both planned and
unplanned healthcare, but will also allow for a period of
consolidation and integration of the new businesses. This will also
allow new business models and clinical care pathways to be
developed and delivered. All of this will add to the Enlarged
Group's portfolio of services and ultimately provide innovative
healthcare solutions across the spectrum of out-of-hospital
healthcare.
The Enlarged Group, through integration, development,
consolidation and targeted acquisitions, intends to design and
deliver new business models across the Group to expand its
businesses and reduce overhead costs, using in-house expertise to
support further growth and expansion.
NHS Long Term Plan
Published in January 2019, the NHS Long Term Plan highlights the
pressures faced by the NHS in both planned and unplanned care.
Totally's strategy is to build a business with a focus on
supporting the NHS to meet its performance targets by offering
patients alternatives to hospital care and is ideally placed to
benefit from the core principles within that strategy document.
Unplanned care
Commissioners have historically adopted a range of models for
the provision of NHS 111, OoH and urgent care services in the
community. In some areas, a more comprehensive model of integrated
urgent care has been implemented. Some parts of the NHS are more
advanced than others in terms of the implementation of the
integrated urgent care model. Central to the NHS's integrated
urgent care model is NHS 111 which gives patients and the public
easy and swift access to urgent care. Vocare is already a provider
of NHS 111 services across England. The Board believes that the
Group, as enlarged by the acquisition of Greenbrook Healthcare, is
well placed to take advantage of the NHS's stated vision for an
integrated urgent care model.
Planned care
Commissioners are increasingly looking for partnering
opportunities with providers who can support patients to seek
treatments outside of acute hospitals and to help the NHS reduce
its waiting time and waiting lists for a wide range of treatments.
Totally's services already provided in the areas of Referral
Management Services, Outpatient clinical, musculoskeletal,
podiatry, dermatology and coaching services, all underpin this
strategy and are ready to support moving patients out of the acute
hospital setting.
Totally is already well established across England and is now
proactively working with commissioners of health services across
the rest of the UK for both planned and unplanned healthcare
services as Totally is able to demonstrate the benefits of the
services it provides to thousands of patients.
CURRENT TRADING AND PROSPECTS
Totally
On 8 April 2019, the Company announced an update on trading for
the 12 month period ended 31 March 2019, ahead of its audited final
results which are expected to be announced by end of July 2019.
For the year ended 31 March 2019, trading across the Group was
in line with consensus market expectations. As at 31 March 2019,
the Company had cash at bank of approximately GBP7.5 million.
Almost half of this cash balance is required for the Group's
monthly working capital cycle.
The Group continues to make progress with its stated strategy
and, over the course of the year ended 31 March 2019, has announced
in excess of GBP35 million of value in new and renewed contracts
across its operating subsidiaries. The pipeline remains strong and
the Board also confirmed that its subsidiary businesses have been
awarded a number of contract extensions, new business and pilot
schemes worth a total of approximately GBP7.7 million which
include:
-- c. GBP5.5 million contract extension for the provision of
urgent care services in South West London;
-- c. GBP1.3 million contract extension for the provision of UCCs in Sunderland; and
-- c. GBP0.9 million comprised of various extensions, new
business and pilots across subsidiary businesses.
The extensive changes made to processes and procedures at Vocare
since its acquisition in 2017 have yielded major improvements, as
evidenced by the CQC re-rating these services following their
inspections. Of the 18 services inspected, the CQC ratings in March
2019 and the comparative March 2018 CQC ratings were as
follows:
CQC Rating March 2018 March 2019
Good 10 (53 per cent.) 16 (89 per cent.)
Requires Improvement 6 (32 per cent.) 2 (11 per cent.)
Inadequate 3 (16 per cent.) 0 (0 per cent.)
The services detailed above reflect that, since inspection, a
number of sites have been amalgamated with other sites or have been
reregistered.
In addition, on 23 April 2019, the Company announced that Vocare
had been awarded a new contract to provide UCC and GP visiting
services to NHS Newcastle & Gateshead CCG through its
membership of the Newcastle Urgent Care Alliance. Under the
contract approximately GBP1.94 million per annum will accrue to
Vocare to supply the services. The contract will run for five years
with an option to extend for a further two years at the contract's
conclusion.
Greenbrook Healthcare
The unaudited management accounts for the 12 months ended 31
March 2019 show that during this period Greenbrook Healthcare made
a profit before tax of GBP1.3 million on turnover of GBP39.8
million. In the 12 month period ended 31 March 2019 Greenbrook
Healthcare invested approximately GBP1.0 million in central
overhead costs to position the business for future growth.
Nevertheless, trading for the period was ahead of budget with
revenues higher than expected due to higher revenues generated from
the new St Peter's contract secured in the financial year and
profit before tax greater than expected due to efficiency
improvements on existing contracts which led to improvements in the
budgeted gross profit margins.
EXISTING DIRECTORS, PROPOSED DIRECTOR AND SENIOR MANAGEMENT
The Board currently consists of six Directors who, between them,
have substantial experience in developing support services
businesses as well as operating and growing profitable businesses
and investigating acquisition targets.
Brief biographical details of the Directors are set out
below:
Robert (Bob) Holt OBE, Chairman, aged 64
Bob Holt has a background in developing support service
businesses. He has operated in the service sector since 1981,
initially in a financial capacity then moving into general
management. In 1996, Bob bought a controlling interest in Mears
Group PLC, the support services group focused on social housing and
domiciliary care services. Bob was instrumental in Mears' growth
and oversaw the Company's flotation on AIM and subsequent listing
on the Main Market of the London Stock Exchange. Bob was Chairman
of Mears Group plc until his retirement from the board in January
2019. Until October 2017, Bob was Non- Executive Chairman of
independent logistics and parcel distribution company, DX (Group)
plc. He is Executive Chairman of Sureserve Group plc and a director
of a number of other businesses. Bob was awarded an OBE in January
2016.
Bob has been Chairman of Totally since September 2015.
Wendy Jayne Lawrence, Chief Executive Officer, aged 57
Wendy Lawrence has worked with the NHS for just under 20 years,
with the last 13 years being director level posts. She has a wealth
of experience having previously worked for BUPA Health Dialog,
leading the Client Delivery Team on a range of projects, from
complex Framework for External Support for Commissioners deliveries
through to individual Primary Care Trust specific contracts across
the UK. Previously, Wendy ran her own company, working closely with
numerous NHS and social care organisations across England, Wales
and Scotland supporting delivery of many complex change
agendas.
During Wendy's NHS career she was Chief Executive of three large
Primary Care Trusts with a combined budget of GBP460 million. Wendy
led a number of projects on behalf of the Strategic Health
Authority including the establishment of new commissioning models
for ambulance services and NHS Direct, as well as contributions to
national projects including Reforms of Urgent Care Provision and
Taking Healthcare to the Patient.
Wendy has been Chief Executive Officer of Totally since May
2013.
Lisa Barter, Group Finance Director, aged 47
Lisa Barter has been a chartered accountant for over 20 years
and has extensive finance experience having spent the last 13 years
working in finance in the independent healthcare sector. Prior to
joining Totally in August 2017, Lisa was the Head of Divisional
Finance for the Health Care division of Care UK and was employed by
Care UK for over 10 years in a senior finance capacity. Care UK is
England's largest independent provider of NHS services and has a
diverse portfolio of healthcare services which include elective
surgery treatment centres, provision of healthcare in UK prisons,
UCCs as well as OoH and NHS 111 services. Lisa also played a key
role as Financial Controller at Mercury Health Ltd during which
time she established a team and implemented finance processes and
systems prior to the company's acquisition by Care UK in 2007. The
healthcare division continued to grow to become a GBP380 million
revenue business. Lisa started her finance career at Ernst &
Young in 1990 where she qualified as a chartered accountant and she
has also held roles as finance manager in both Hewlett Packard and
Oracle.
Lisa joined the board as Group Finance Director on 24 October
2017.
Gloria Cooke, Clinical Quality Director, aged 65
Gloria has had a forty-year career within the NHS, initially in
both adult and children's nursing, practising for ten years in
A&E but ultimately as Head of Nursing for a large integrated
service. Her NHS management career covered a wide range of services
rising to Group Operations Director for one of the largest acute
trusts in the UK managing three district general hospitals. In five
years of independent practice Gloria fulfilled roles as COO,
director of transformation and as professional consultant
undertaking service reviews. Gloria is also a non-executive
director of companies operating within the retail sector where she
is able to offer her considerable experience of managing change
effectively and efficiently.
Gloria joined the board as Clinical Quality Director on 4
December 2017.
Anthony (Tony) Rhys Bourne, Non-Executive Director, aged 65
Tony Bourne is currently a non-executive director of Barchester,
one of the UK's largest operators of residential care homes and
Spire Healthcare Group plc, one of the largest private healthcare
groups in the UK, a London Stock Exchange-listed company and a
constituent of the FTSE 250 Index. Tony is also Chairman of CW+
(formerly Chelsea and Westminster Health Charity). He was
previously Chief Executive of the British Medical Association from
the beginning of 2005 until late 2013.
Tony was in investment banking for over 25 years including as a
partner at Hawkpoint and as global head of the equities division
and a member of the managing board of Paribas. Tony has also
previously served as a non-executive director of Southern Housing
Group from 2004 to 2013 and Scope, which focuses on cerebral palsy
and is one of the UK's largest charities.
Tony has been a non-executive director of Totally since October
2015.
Michael Greig Rogers, Non-Executive Director, aged 77
Michael Rogers has over 30 years' experience in
healthcare-services and care-services provision. From April 2007 to
June 2017 he was a non-executive director of Mears Group PLC, the
provider of support services to the social housing and care sectors
in the UK, which is listed on the main market of the London Stock
Exchange. Michael was formerly a health and social care adviser to
Morgan Stanley Private Equity and a member of the investment
advisory board of private equity provider Bestport Ventures
LLP.
In 1976, Michael was appointed as managing director of the
British Nursing Association. In 1988, he became the chief executive
of Nestor-BNA plc when the group floated on the main market of the
London Stock Exchange. Michael remained here until 1996, prior to
founding Careforce Group plc in 1999 which floated on AIM in 2004.
Careforce Group plc completed a number of acquisitions to become
one of the UK's leading domiciliary care providers, prior to its
acquisition by Mears in 2007, following which Michael joined the
Mears board.
Mike has been a non-executive director of Totally since December
2015.
Proposed Director
With effect from Admission, Michael Steel, the Chief Executive
Officer of Greenbrook Healthcare, will join the Board as Executive
Director.
Michael Steel, Chief Executive Officer of Greenbrook Healthcare
and Proposed Executive Director, aged 49
Michael co-founded Greenbrook Healthcare in 2007 and has led the
growth and development of the company from concept through to a
GBP33 million turnover business (FY18) that is a market leading
provider of UCCs. He is responsible for the overall quality, safety
and performance of Greenbrook Healthcare's services, working with
commissioners and partners. Michael also leads on new business
development.
Prior to Greenbrook Healthcare, Michael spent 14 years in
strategy consulting as a partner for Roland Berger Strategy
Consultants and as a project manager for Booz Allen and Hamilton
where he focused on growth strategy. He also founded and built his
own 30 person consulting firm which was successfully sold to Roland
Berger.
Michael has an MBA from INSEAD business school and a master's
degree in Economics from Oxford University.
Michael is a member of Greenbrook Capital.
From Admission Michael will take on the role of Executive
Director for the Enlarged Group responsible for supporting Wendy
Lawrence (CEO of the Enlarged Group) in operational delivery of the
Enlarged Group's out-of-hospital activities.
Senior management
Emma-Jayne Perez-Chies - Director of Human Resources and
Organisational Development
Emma-Jayne joined Totally in 2018. She leads the Group's teams
in HR, recruitment and organisational development, providing
services to all of Totally's businesses via central services and
regionally based staff. Emma-Jayne previously worked at Nottingham
University Hospitals NHS Trust where she initially held the role of
Directorate HR Manager (Equality, Diversity and Performance
Management Trust HR lead) and latterly Head of HR and
Organisational Development.
Stephen Riley - Director of Business Development
Stephen joined Totally in 2017. Working with Totally's Corporate
Centre, Stephen leads a team of business development specialists
who support Totally's businesses. Stephen was previously Project
Director for EHS and prior to that, Head of Primary Care
Recruitment Division for BBL Medical (part of BBL Group).
Andrew Gregory - Managing Director of Vocare
Andy was appointed as Managing Director of Vocare in December
2017 and brings a wealth of executive and strategic experience in
the out-of-hospital healthcare sector having had a career in the
NHS spanning 26 years. In his most recent role prior to joining
Vocare he was Chief Executive of NHS Hardwick CCG in Derbyshire
where he specialised in leading large scale, complex business
development programmes. Prior to this Andy held a number of senior
positions at NHS Primary Care Trusts and Strategic Health
Authorities. In his role at NHS Hardwick CCG, Andy successfully
introduced proposals to develop and integrate out-of-hospital
services across the county, which led to a reduction in reliance on
hospital beds and activity in secondary care settings.
Dr Jim Heptinstall - Medical Director of Vocare
Jim trained as a doctor in the North East of England and joined
Northern Doctors Urgent Care in 2011 as a GP. Prior to becoming
Vocare's National Medical Director in March 2018, Jim was
responsible for delivering several of Vocare's urgent healthcare
services including the GP National Triage Service (VNTS), Remote
Nurse Clinical Advisors (VRCA) and the East Leicestershire and
Rutland Urgent Care Centres. Jim continues to work clinically as a
GP and works regularly within Vocare's Urgent Care services.
Following completion of the Acquisition, the Enlarged Group's
senior management team will also include the following individuals
who are both members of Greenbrook Capital:
Dan Annetts, Chief Operating Officer of Greenbrook
Healthcare
Dan co-founded Greenbrook Healthcare in 2007. Since then, he has
focussed on leading both service mobilisation and building a robust
central organisational infrastructure. Today, Dan is responsible
for new service mobilisation, IT, information governance, legal, HR
and central operations more generally.
Previously Dan was at Virgin Media where he worked on the
acquisition of Virgin Mobile and the operational integration and
rebranding of ntl:Telewest to Virgin. Dan also spent seven years in
business strategy consulting. He was a founder member of Credo
Consulting, was a Project Manager at Roland Berger Strategy
Consultants and an Associate at The COBA Group.
Dan has an MBA from INSEAD business school and a degree in
Philosophy, Politics & Economics from Oxford University.
From Admission, Dan will assume the role of Commercial Director
for the Enlarged Group in a non-board capacity.
Dr Sally Johnson, Medical Director of Greenbrook Healthcare
Sally is a GP and experienced medical leader who joined
Greenbrook Healthcare in 2009. Since then she has provided clinical
leadership for the bidding, mobilisation and ongoing delivery of
Greenbrook Healthcare's services across primary and urgent care
services. Sally is responsible for the organisation's clinical
governance; she has a focus on the development and delivery of
safe, high quality, evidence-based and patient-centred care,
delivered effectively and efficiently. Sally is the organisation's
Caldicott Guardian and the director responsible for Safeguarding,
CQC and complaints.
Sally has developed a clinical leadership structure throughout
the organisation to allow effective oversight and development of
approximately 400 clinicians.
Prior to Greenbrook Healthcare, Sally worked in a number of GP
and paediatric roles with an interest in medical education and
training.
Sally completed her medical training in Cardiff in 1993 and has
a number of postgraduate qualifications (MRCPPaeds, MRCGP, DRCOG,
DipFFP, Dip Med Ed). Sally has also completed the King's Fund's
Medical Directors course.
From Admission, Sally will assume the role of Medical Director
for Totally in a non-board capacity covering out-of-hospital
healthcare for planned and unplanned care.
The Directors believe that this team is sufficiently experienced
and resourced to support the implementation of the Enlarged Group's
strategy.
PRINCIPAL TERMS OF THE ACQUISITION
The Acquisition Agreement
The Company has conditionally agreed to acquire the entire
issued share capital of Greenbrook Hounslow and the Greenbrook
Earl's Court Convertible Loan Note from the Vendors for a total
consideration of GBP11.5 million on a cash free and debt free
basis, with a normalised level of working capital.
Following Completion, the shares in Greenbrook Earl's Court will
be held by Dr Sally Johnson for technical reasons in order to
ensure that certain employees of Greenbrook Earl's Court can
continue to benefit from access to the NHS Pension Scheme.
The terms of the consideration payable under the Acquisition
Agreement are as follows:
-- GBP9.0 million to be settled in cash at Completion; and
-- GBP2.5 million to be satisfied by the issue of the Consideration Shares on Completion.
On the assumption that the Open Offer is fully subscribed, the
Consideration Shares will represent approximately 13.5 per cent. of
the Enlarged Share Capital on Admission.
The Acquisition Agreement contains warranties and other
protections given by the Vendors, as well as certain indemnities
given by Greenbrook Capital. Greenbrook Capital is one of the
Vendors holding a controlling shareholding in Greenbrook Hounslow
and the Greenbrook Earl's Court Convertible Loan Note.
The liability of Greenbrook Capital under the Acquisition
Agreement for breach of warranty has been limited to GBP115,000. In
order to provide the Company with appropriate financial protection
for breach of warranty, warranty and indemnity insurance has been
obtained by the Company for up to GBP11.5 million but subject to an
excess of GBP115,000 for all claims. The liability of Greenbrook
Capital in respect of the indemnities has been limited to
GBP440,000.
Totally has given certain warranties in favour of Greenbrook
Capital relating to, amongst other things, the audited consolidated
accounts of Totally for the financial year ended 31 March 2018.
Totally's liability for all claims under these warranties is
limited to GBP1.5 million.
The Acquisition Agreement is conditional upon, amongst other
things: (i) the Resolutions being passed; (ii) the Placing and Open
Offer Agreement becoming unconditional (save for any condition
relating to the Acquisition Agreement or Admission); and (iii)
Admission.
THE PLACING AND OPEN OFFER
Details of the Placing
The Company is proposing to raise GBP9.0 million (approximately
GBP7.7 million net of expenses) by the conditional placing of
9,000,000 Placing Shares pursuant to the Placing at the Issue
Price. On the assumption that the Open Offer is fully subscribed,
the Placing Shares will represent approximately 48.7 per cent. of
the Enlarged Share Capital on Admission.
The Placing Shares will, on Admission, rank pari passu in all
respects with the Existing Ordinary Shares including the right to
receive dividends and other distributions declared, made or paid in
respect of the Ordinary Shares.
The Placing, which is not underwritten or guaranteed, is
conditional, inter alia, upon the passing of the Resolutions and
Admission.
Details of the Open Offer
The Company is proposing to raise up to approximately GBP1.0
million (before expenses) through the Open Offer. A total of
9,965,862 new Ordinary Shares are available to Qualifying
Shareholders pursuant to the Open Offer at the Issue Price, payable
in full on acceptance.
Any Offer Shares not subscribed for by Qualifying Shareholders
will be available to Qualifying Shareholders under the Excess
Application Facility. The balance of any Offer Shares not
subscribed for under the Excess Application Facility will not be
available to Placees under the Placing who were not already
Qualifying Shareholders at the Record Date.
Qualifying Shareholders may apply for new Ordinary Shares under
the Open Offer at the Issue Price on the following basis:
One new Ordinary Share for every 6 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held on the Record Date.
On the assumption that the Open Offer is fully subscribed,
following the issue of the New Ordinary Shares, the Offer Shares
will represent approximately 5.4 per cent. of the Enlarged Share
Capital on Admission. Qualifying Shareholders who do not take up
any of their Open Offer Entitlements will suffer a dilution of
67.64 per cent. to their interests in the Company.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Ordinary Shares. Fractional
entitlements which would otherwise arise will not be issued to the
Qualifying Shareholders but will be made available under the Excess
Application Facility. The Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares in excess of
their Open Offer Entitlement. Not all Shareholders will be
Qualifying Shareholders. Shareholders who are located in, or are
citizens of, or have a registered overseas address in Restricted
Jurisdictions will not qualify to participate in the Open Offer.
The attention of Overseas Shareholders is drawn to paragraph 6 of
Part VII of the Document.
Valid applications by Qualifying Non-CREST Shareholders will be
satisfied in full up to their Open Offer Entitlements as shown on
the Application Form. Applicants can apply for less or more than
their entitlements under the Open Offer but the Company cannot
guarantee that any application for Excess Shares under the Excess
Application Facility will be satisfied as this will depend in part
on the extent to which other Qualifying Shareholders apply for less
than or more than their own Open Offer Entitlements. The Company
may satisfy valid applications for Excess Shares in whole or in
part but reserves the right not to satisfy, or to scale back,
applications made in excess of Open Offer Entitlements.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST as soon as practical after 8.00 a.m. on 3
June 2019. The Open Offer Entitlements will be enabled for
settlement in CREST until 9.00 a.m. on 17 June 2019. Applications
through the CREST system may only be made by the Qualifying CREST
Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim.
The Offer Shares must be paid in full on application. The latest
time and date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 9.00 a.m.
on 17 June 2019.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Offer Shares which are not applied
for by Qualifying Shareholders will not be sold in the market for
the benefit of the Qualifying Shareholders who do not apply under
the Open Offer. The Application Form is not a document of title and
cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part VII of the Document and on the
accompanying Application Form.
The Open Offer is conditional on the Placing becoming or being
declared unconditional in all respects and not being terminated
before Admission. The principal conditions to the Open Offer
are:
(i) the passing of all of the Resolutions at the General Meeting;
(ii) the Placing and Open Offer Agreement having become
unconditional and not having been terminated in accordance with its
terms prior to Admission; and
(iii) Admission becoming effective by no later than 8.00 a.m. on
20 June 2019 or such later time and/or date (being no later than
8.00 a.m. on 5 July 2019) as Allenby Capital, Canaccord and the
Company may agree.
Accordingly, if these conditions are not satisfied or waived
(where capable of waiver), the Open Offer will not proceed, the
Offer Shares will not be issued and all monies received by Share
Registrars Limited will be returned to the applicants (at the
applicants' risk and without interest) as soon as possible
thereafter. Any Open Offer Entitlements admitted to CREST will
thereafter be disabled.
The Offer Shares (and the Placing Shares) will be issued free of
all liens, charges and encumbrances and will, when issued and fully
paid, rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
The Existing Ordinary Shares are admitted to trading on AIM.
Application will be made to the London Stock Exchange for the
Admission of the Offer Shares to trading on AIM. On the assumption
that, inter alia, the Resolutions are passed, it is expected that
Admission will occur and that dealings will commence at 8.00 a.m.
on 20 June 2019 at which time it is also expected that the Offer
Shares will be enabled for settlement in CREST.
The Open Offer is not underwritten.
Directors' proposed participation in the Open Offer
The following Directors have indicated their intention to
subscribe for their Open Offer Entitlements. The other Directors do
not currently intend to take up their entitlement to subscribe for
New Ordinary Shares under the Open Offer.
In addition, Lisa Barter, the Group's Finance Director, intends
to apply for an additional 100,000 Offer Shares under the Excess
Application Facility.
Director Number of Number of Ordinary Number of Number of Percentage
Ordinary Shares Shares held Ordinary Ordinary Shares of
held as a percentage Shares intended to be held the
as at the of the Existing to be applied following Enlarged
date of the Ordinary Shares for under the Placing Share
Admission the Open and Open Offer* Capital**
Document Offer
Bob Holt,
Chairman 1,018,447 1.70 169,741 1,188,188 0.64
Wendy Lawrence,
Chief Executive
Officer 60,666 0.10 10,111 70,777 0.04
Lisa Barter,
Finance Director 5,000 0.01 100,833 105,833 0.06
*assuming full take up by Bob Holt, Wendy Lawrence and Lisa
Barter of their entitlements under the Open Offer and Lisa Barter
receiving an additional 100,000 Offer Shares under the Excess
Application Facility.
** following the Placing and assuming the Open Offer is fully
subscribed
USE OF PROCEEDS
The net proceeds of the Placing and Open Offer, assuming the
Open Offer is fully subscribed, are expected to be approximately
GBP8.7 million and are currently intended to be applied to satisfy
the cash consideration payable on Admission pursuant to the
Acquisition. The balance of the cash consideration payable pursuant
to the Acquisition will be satisfied from the Company's existing
cash resources.
LOCK-IN AGREEMENTS
Greenbrook Capital has entered into two lock-in agreements with
the Company, Allenby Capital and Canaccord Gennuity.
In the first agreement, Greenbrook Capital has undertaken that,
subject to certain limited exceptions, it will not dispose of any
interest it holds in 16,908,553 of the Consideration Shares until
after the publication of the Enlarged Group's audited accounts for
the year ended 31 March 2020 (to be published by no later than 30
September 2020) and for a further period of 12 months thereafter it
shall be bound by orderly market restrictions in respect of those
Consideration Shares.
In the second agreement, Greenbrook Capital has undertaken that,
subject to certain limited exceptions, it will not dispose of any
interest it holds in 8,091,447 of the Consideration Shares until
after the publication of the Enlarged Group's unaudited interim
results for the financial period ending 30 September 2019 (to be
published by no later than 31 December 2019) and for a further
period of 12 months thereafter it shall be bound by orderly market
restrictions in respect of those Consideration Shares.
Greenbrook Capital is permitted to distribute the Consideration
Shares to its registered members on the condition that such members
adhere to the same lock-in terms. It is the intention that shortly
following Completion, Greenbrook Capital will distribute the
Consideration Shares to its members. Michael Steel, Dan Annetts and
Dr Sally Johnson shall receive Consideration Shares in the
distribution from the first agreement and the remaining members of
Greenbrook Capital shall receive Consideration Shares in the
distribution from the second agreement.
SHARE OPTIONS
The Directors recognise the importance of ensuring that
employees of the Enlarged Group are effectively and appropriately
incentivised and their interests aligned with the Company.
Similarly, the Directors believe that the ongoing success of
Totally depends to a high degree on retaining and incentivising the
performance of key members of the senior management and Directors.
To that end the Company has established a number of schemes which
allow for the grant of share options and align the interests of
senior management and the broader employee workforce with those of
the Shareholders. As at the date of the Document the Company has in
place an enterprise management incentive scheme in the form of the
EMI Scheme, a long term incentive plan in the form of the SAYE
Scheme, a company share option plan in the form of the CSOP and an
unapproved share option plan in the form of the Unapproved
Plan.
In addition, as part of the Acquisition, a new long term
incentive plan is being put in place with effect from Admission to
incentivise and retain the key senior executives in the Enlarged
Group including key members of the senior management team of
Greenbrook Healthcare. Conditional on Admission, awards under the
LTIP totalling 10,500,000 options to acquire Ordinary Shares are to
be made at nil cost to certain executive Directors and members of
the senior management team of the Enlarged Group. These awards are
dependent on share price growth hurdles and have a three year
vesting period. An employee benefit trust will be established by
the Company to subscribe for the new Ordinary Shares in the Company
necessary to satisfy the awards.
Under the LTIP, the Board has, conditional on Admission,
conditionally awarded 3,000,000 new Ordinary Shares to Wendy
Lawrence (Chief Executive Officer), 1,500,000 new Ordinary Shares
to Lisa Barter (Finance Director) and 1,500,000 new Ordinary Shares
to Gloria Cooke (Clinical Quality Director). In addition, a total
of 4,500,000 new Ordinary Shares have been conditionally awarded
equally to certain key members of the Greenbrook Healthcare senior
management team, being Michael Steel (Chief Executive Officer of
Greenbrook Healthcare and Proposed Director of the Enlarged Group),
Dan Annetts (Chief Operating Officer of Greenbrook Healthcare) and
Dr Sally Johnson (Medical Director of Greenbrook Healthcare).
Assuming satisfaction of the conditions in full, the awards will
vest on 20 June 2022. If vested in full the Ordinary Shares
resulting from the proposed LTIP awards would constitute 5.7 per
cent. of the Enlarged Share Capital.
As at the date of the Document there are approved and unapproved
options outstanding over, in aggregate, 1,772,684 Ordinary Shares
under the EMI Scheme, the SAYE Scheme, the CSOP and the Unapproved
Plan, representing 1.0 per cent. of the Enlarged Share Capital. Of
these outstanding options, approved and unapproved options over a
total of 650,000 Ordinary Shares have been granted to certain
Directors, representing 0.4 per cent. of the Enlarged Share
Capital.
GENERAL MEETING
A notice convening a general meeting of the Company, to be held
at 9.00 a.m. on 19 June 2019 at the offices of the Company,
Cardinal Square, First Floor - West, 10 Nottingham Road, Derby, DE1
3QT, is set out at the end of the Document. At the General Meeting,
the following resolutions will be proposed:
a) to approve the Acquisition, as required by Rule 14 of the AIM Rules;
b) to authorise the Directors to: (i) allot Ordinary Shares in
connection with the Placing and Open Offer; (ii) allot the
Consideration Shares; (iii) allot Ordinary Shares in relation to a
pre-emptive rights issue only up to a maximum nominal value of
GBP12,317,402.26 (representing approximately 66.7 per cent. of the
Enlarged Share Capital); and (iv) allot Ordinary Shares up to a
maximum nominal value of GBP6,158,701.13 (representing
approximately 33.3 per cent. of the Enlarged Share Capital) in any
other case, in each case in accordance with section 551 of the Act;
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 Placing and Open Offer; (ii) in connection with
the Acquisition; (iii) in relation to pre-emptive offers and offers
to holders of other equity securities if required by the rights of
those securities or as the Directors otherwise consider necessary;
and (iii) otherwise up to a maximum nominal value of
GBP1,847,610.34 (representing approximately 10 per cent. of the
Enlarged Share Capital).
The resolutions referred to in (a) and (b) above will be
proposed as ordinary resolutions and the resolution referred to in
(c) above will be proposed as a special resolution.
The authority granted by the resolutions referred to in (b) and
(c) above will expire on the date 15 months after the passing of
the resolutions or, if earlier, at the conclusion of the Company's
next annual general meeting.
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 Directors recommend that Shareholders vote in favour of the
Resolutions, as the Directors intend to do, so that the Placing,
the Open Offer, the Acquisition and Admission can proceed.
Director Appointment
With effect from Admission, Michael Steel, the Chief Executive
Officer of Greenbrook Healthcare, will join the board as Executive
Director.
Upon Admission, Mr Steel will have an interest in 4.16 per cent.
of Totally's Enlarged Share Capital (on assumption the Open Offer
is taken up in full). This interest comprises his entitlement to
7,676,851 Consideration Shares as a registered member of Greenbrook
Capital.
Michael Robert Steel, aged 49, is or has been a director of the
following companies or partnerships in the past five years:
Current directorships/partnerships Past directorships/partnerships
(within the past 5 years)
Edison Trust Limited Experts In Healthcare Products
Limited
Coleraine Residents Company
Limited
Greenbrook Healthcare (Harrow)
Limited
Greenbrook Healthcare (Earl's
Court) Limited
Greenbrook Healthcare (Surrey)
Limited
Greenbrook Healthcare Limited
Greenbrook Healthcare (Hounslow)
Limited
Greenbrook Capital LLP
Appendix
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY
CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") AND/OR ALLENBY
CAPITAL LIMITED ("ALLENBY CAPITAL") (CANACCORD GENUITY AND ALLENBY
CAPITAL EACH BEING A "PLACING AGENT" AND TOGETHER BEING THE
"PLACING AGENTS") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE
49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS.
THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE
"PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN
THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED
IN ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS
DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY
THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") OR ENTITIES WHICH ARE
NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN
SECURITIES.
The Placing Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration except pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act. No public offering of the
Placing Shares is being made in the United States. The Placing (as
defined below) is being made outside the United States in offshore
transactions (as defined in Regulation S under the Securities Act
("Regulation S")) meeting the requirements of Regulation S under
the Securities Act and may be made within the United States to
institutional investors who are qualified institutional buyers
within the meaning of Rule 144A under the Securities Act ("QIBs"),
and also QPs (as defined below) in transactions that are exempt
from, or not subject to, the registration requirements under the
Securities Act. Persons receiving this announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa, Ireland or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
The distribution of this announcement, the Placing and/or issue
of the Placing Shares in certain jurisdictions may be restricted by
law and/or regulation. No action has been taken by Totally plc (the
"Company"), Canaccord Genuity, Allenby Capital or any of their
respective Affiliates (as defined below) that would permit an offer
of the Placing Shares or possession or distribution of this
announcement or any other publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this announcement are required to
inform themselves about and to observe any such restrictions.
Canaccord Genuity Limited and Allenby Capital Limited which are
both authorised and regulated in the United Kingdom by the
Financial Conduct Authority, are acting for Totally plc and for no
one else in connection with the Placing and will not be responsible
to anyone other than Totally plc for providing the protections
afforded to clients of Canaccord Genuity Limited or Allenby Capital
Limited or for affording advice in relation to the Placing, or any
other matters referred to herein.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral offer to take up Placing Shares is deemed to have
read and understood this announcement in its entirety and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained herein.
Details of the Placing Agreement and the Placing Shares
The Company has entered into a placing and open offer agreement
(the "Placing Agreement") with the Placing Agents, under which each
of the Placing Agents have subject to the terms set out therein,
agreed to use their respective reasonable endeavours, as agents of
the Company, to procure Placees for the Placing Shares (the
"Placing"). The Placing is not being underwritten by the Placing
Agents or any other person.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with each other.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for admission to trading
Application will be made to the London Stock Exchange plc (the
"London Stock Exchange") for admission to trading of the Placing
Shares on the AIM market of the London Stock Exchange
("Admission"). It is expected that Admission will become effective
and that dealings will commence on 20 June 2019, and in any event
no later than 5 July 2019.
Bookbuild
Commencing today, the Placing Agents will be conducting an
accelerated bookbuilding process (the "Bookbuilding Process") to
determine demand for participation in the Placing by Placees. This
announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Participation in, and principal terms of, the Bookbuilding
Process
Each of the Placing Agents and their respective Affiliates are
entitled to participate as a Placee in the Bookbuilding
Process.
The price per Placing Share will be 10 pence (the "Placing
Price") and shall be payable to the Placing Agents by all
Placees.
The Bookbuilding Process is expected to close not later than
4.30 p.m. London time on 31 May 2019, but may be closed earlier at
the sole discretion of the Placing Agents. A further announcement
will be made following the close of the Bookbuilding Process
confirming the results of the Placing and the Placing Price (the
"Result of Placing Announcement"). The Placing Agents may, in their
sole discretion, accept bids that are received after the
Bookbuilding Process has closed.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this announcement and will not be capable of
variation or revocation after the close of the Bookbuilding
Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to the usual sales contact
at Canaccord Genuity or Allenby Capital. If successful, Canaccord
Genuity and Allenby Capital will re-contact and confirm orally to
Placees following the close of the Bookbuilding Process and the
size of their respective allocations and a trade confirmation will
be dispatched as soon as possible thereafter. A Placing Agent's
oral confirmation of the size of allocations and each Placee's oral
commitments to accept the same will constitute a legally binding
agreement pursuant to which each such Placee will be required to
accept the number of Placing Shares allocated to the Placee at the
Placing Price set out in the Result of Placing Announcement and
otherwise on the terms and subject to the conditions set out
herein.
The Placing Agents reserve the right to scale back the number of
Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. The Placing Agents also reserve
the right not to accept offers to subscribe for Placing Shares or
to accept such offers in part rather than in whole. The acceptance
of offers shall be at the absolute discretion of the Placing
Agents. The Placing Agents shall be entitled to effect the Placing
by such alternative method to the Bookbuilding Process as they
shall in their sole discretion determine. To the fullest extent
permissible by law, neither Canaccord Genuity, nor Allenby Capital,
nor any holding company thereof, nor any subsidiary, branch or
affiliate of Canaccord Genuity, or of Allenby Capital, (each an
"Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Canaccord
Genuity, nor Allenby Capital, nor any Affiliate thereof nor any
person acting on their behalf shall have any liability in respect
of its conduct of the Bookbuilding Process or of such alternative
method of effecting the Placing as it may determine.
Each Placee's obligations will be owed to the Company and to the
Placing Agents. Following the oral confirmation referred to above,
each Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the relevant Placing Agent, to pay to
such Placing Agent (or as the Placing Agent may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of Placing Shares such Placee has agreed to acquire. The
Company shall allot such Placing Shares to each Placee following
each Placee's payment to such Placing Agent of such amount.
All obligations of the Placing Agents under the Placing will be
subject to fulfilment of the conditions referred to below under
"Conditions of the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Placing Agents under the Placing
Agreement are conditional, inter alia, on admission occurring by no
later than 8.00 a.m. on 20 June 2019 (or such later date as may be
agreed between the Company and the Placing Agents, not being later
than 5 July 2019) and on a general meeting of the Company having
taken place on 19 June 2019 and the resolutions to be put to that
general meeting, to enable the Placing to proceed, having been
passed thereat without amendment.
If (a) the conditions are not fulfilled (or to the extent
permitted under the Placing Agreement waived by the Placing
Agents), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. The Placing Agents shall not have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in
respect of the Placing generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement" below, and will not be capable of rescission or
termination by the Placee.
Right to terminate under the Placing Agreement
The Placing Agents may, at any time before Admission, terminate
the Placing Agreement by giving notice to the Company if, inter
alia:
a) the warranties in the Placing Agreement are not true and
accurate or have become misleading (or would not be true and
accurate or would be misleading if they were repeated at any time
before Admission) by reference to the facts subsisting at the time
when the notice referred to above is given; or
b) the Company fails to comply with any of its obligations under
the Placing Agreement; or
c) in the opinion of the Placing Agents, acting in good faith,
there has occurred an adverse change in the financial position or
prospects of the Company which is material in the context of the
Company and its subsidiaries taken as a whole; or
d) there has been a change in national or international
financial, political, economic or market conditions; an incident of
terrorism, outbreak or escalation of hostilities, war, or any other
calamity or crisis; a suspension in trading of securities generally
on the London Stock Exchange or the New York Stock Exchange or
trading is limited on any such stock exchange; any change in
exchange rates or exchange controls or a material disruption to
securities settlement systems or a material disruption in
commercial banking which, in the opinion of the Placing Agents,
acting in good faith, would be likely to prejudice materially the
Placing.
By participating in the Placing, each Placee agrees with the
Placing Agents that the exercise by the Placing Agents of any right
of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Placing Agents and
that the Placing Agents need not make any reference to the Placee
in this regard and that, to the fullest extent permitted by law,
the Placing Agents shall not have any liability whatsoever to the
Placee in connection with any such exercise.
No prospectus
No offering announcement or prospectus has been or will be
prepared in relation to the Placing and Placees' commitments will
be made solely on the basis of the information contained in this
announcement and any information previously published by or on
behalf of the Company by notification to a Regulatory Information
Service (as defined in the AIM Rules for Companies of the London
Stock Exchange). Each Placee, by accepting a participation in the
Placing, agrees that the content of this announcement is
exclusively the responsibility of the Company and confirms to the
Placing Agents and the Company that it has neither received nor
relied on any information, representation, warranty or statement
made by or on behalf of the Placing Agents (other than the amount
of the relevant Placing participation in the oral confirmation
given to Placees and the trade confirmation referred to below), any
of its Affiliates, any persons acting on its behalf or the Company
and neither the Placing Agents nor any of their Affiliates, nor any
persons acting on their behalf, nor the Company will be liable for
the decision of any Placee to participate in the Placing based on
any other information, representation, warranty or statement which
the Placee may have obtained or received (regardless of whether or
not such information, representation, warranty or statement was
given or made by or on behalf of any such persons). By
participating in the Placing, each Placee acknowledges to and
agrees with each of the Placing Agents for itself and as agent for
the Company that, except in relation to the information contained
in this announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
GB00BYM1JJ00) following Admission will take place within the CREST
system, using the delivery versus payment ("DVP") mechanism,
subject to certain exceptions. The Placing Agents reserve the right
to require settlement for and delivery of the Placing Shares to
Placees by such other means that it deems necessary, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
to the Placing Agents and settlement instructions. Placees should
settle against the relevant CREST ID below:
Placing Agent CREST ID
Canaccord Genuity: 805
Allenby Capital: 842
It is expected that such trade confirmation will be despatched
as soon as reasonably practicable after the closing of the
Bookbuilding Process and it is anticipated that this will also be
the trade date. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions which it has in place with the Placing
Agents.
It is expected that settlement will be on or about 20 June 2019
in accordance with the instructions set out in the trade
confirmation.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of 2 percentage points above the base rate of
Barclays Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Placing Agents may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for its own account and profit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The Placee will, however, remain liable for any shortfall
below the aggregate amount owed by such Placee and it may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to PTM levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither the Placing Agents nor the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Placing.
Representations and warranties etc
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
announcement in its entirety and acknowledges that its
participation in the Placing will be governed by the terms of this
announcement;
2. acknowledges that no prospectus or offering announcement has
been prepared in connection with the placing of the Placing
Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Placing Agents, their respective
Affiliates and any person acting on its behalf from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this announcement and further agrees that the
provisions of this announcement shall survive after completion of
the Placing;
4. acknowledges that the new Placing Shares of the Company will
be admitted to the AIM market of the London Stock Exchange, and the
Company is therefore required to publish certain business and
financial information in accordance with the rules and practices of
the London Stock Exchange (collectively, the "Exchange
Information") and that the Placee is able to obtain or access the
Exchange Information without undue difficulty;
5. acknowledges that neither of the Placing Agents, nor any of
their respective Affiliates nor any person acting on their behalf
has provided, and will not provide it with any material or
information regarding the Placing Shares or the Company; nor has it
requested the Placing Agents, any of their respective Affiliates or
any person acting on its behalf to provide it with any such
material or information;
6. acknowledges that the content of this announcement is
exclusively the responsibility of the Company and that neither the
Placing Agents, nor any of their respective Affiliates nor any
person acting on their behalf will be responsible for, or shall
have any liability for, any information, representation or
statement relating to the Company contained in this announcement or
any information previously published by or on behalf of the Company
and neither the Placing Agents, nor any of their respective
Affiliates nor any person acting on its behalf will be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing to subscribe
for the Placing Shares is contained in this announcement and any
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has relied on its own investigation with
respect to the Placing Shares and the Company in connection with
its decision to subscribe for the Placing Shares and acknowledges
that it is not relying on any investigation that the Placing
Agents, any of their respective Affiliates or any person acting on
their behalf may have conducted with respect to the Placing Shares
or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
7. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by the Placing Agents, any of their respective Affiliates or any
person acting on their behalf and understands that (i) none of the
Placing Agents, nor any of their respective Affiliates nor any
person acting on their behalf has or shall have any liability for
public information or any representation; (ii) none of the Placing
Agents, nor any of their respective Affiliates nor any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
announcement or otherwise; and (iii) none of the Placing Agents,
nor any of their respective Affiliates nor any person acting on
their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
information, whether at the date of publication, the date of this
announcement or otherwise;
8. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may
result in the Company, the Placing Agents, any of their respective
Affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing;
9. represents and warrants that the issue to the Placee, or the
person specified by the Placee for registration as holder, of
Placing Shares will not give rise to a liability under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services) and that the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer Placing Shares into a
clearance system;
10. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States (as defined below) and that the
Company has not been registered as an "investment company" under
the United States Investment Company Act of 1940, as amended;
11. represents and warrants that unless it is "US Person"
(within the meaning of Regulation S) that is a "qualified
institutional buyer" (as defined in Rule 144A of the Securities
Act) in the United States to which the Placing Shares will be
offered on a private placement basis, it is, or at the time the
Placing Shares are acquired, it will be, (a) the beneficial owner
of such Placing Shares and is neither a person located in the
United States of America, its territories or possessions, any state
of the United States or the District of Columbia (the "United
States") nor on behalf of a person in the United States, (b)
acquiring the Placing Shares in an offshore transaction (as defined
in Regulation S under the Securities Act), and (c) will not offer
or sell, directly or indirectly, any of the Placing Shares in the
United States except in accordance with Regulation S or pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom prior to Admission except to "qualified investors" as
defined in Article 2(1)(e) of the Prospectus Directive;
13. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ("FSMA")) relating to the Placing
Shares in circumstances in which it is permitted to do so pursuant
to section 21 of FSMA;
14. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;
15. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Criminal Justice Act 1993, the Proceeds of
Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime
and Security Act 2001 and the Money Laundering Regulations (2017)
(the "Regulations") and, if it is making payment on behalf of a
third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
16. represents and warrants that it is (a) a person falling
within Article 19(5) of the FPO or (b) a person falling within
Article 49(2)(a) to (d) of the FPO and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
17. represents and warrants that it is a qualified investor as
defined in section 86(7) of FSMA, being a person falling within
Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive;
18. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Placing Agents may, in their absolute discretion, determine and it
will remain liable for any shortfall below the net proceeds of such
sale and the placing proceeds of such Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or
referred to in this announcement) which may arise upon the sale of
such Placee's Placing Shares on its behalf;
19. acknowledges that none of the Placing Agents, nor any of
their respective Affiliates nor any person acting on their behalf
is making any recommendations to it or advising it regarding the
suitability or merits of any transaction it may enter into in
connection with the Placing, and acknowledges that the Placing
Agents, nor any of their respective Affiliates nor any person
acting on their behalf has any duties or responsibilities to it for
providing advice in relation to the Placing or in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement or for the exercise or performance of any
of the Placing Agents' rights and obligations thereunder, including
any right to waive or vary any condition or exercise any
termination right contained therein;
20. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither the
Placing Agents nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement; and (iii) the Placee and any
person acting on its behalf agrees to acquire the Placing Shares on
the basis that the Placing Shares will be allotted to the CREST
stock accounts of the Placing Agents which will hold them as
settlement agent as nominee for the Placees until settlement in
accordance with their standing settlement instructions with payment
for the Placing Shares being made simultaneously upon receipt of
the Placing Shares in the Placee's stock account on a DVP
basis;
21. acknowledges that any agreements entered into by it pursuant
to these terms and conditions shall be governed by and construed in
accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the courts of England and
Wales as regards any claim, dispute or matter arising out of any
such contract;
22. acknowledges that it irrevocably appoints any director of
either Canaccord Genuity or Allenby Capital as its agent for the
purposes of executing and delivering to the Company and/or its
registrars any announcements on its behalf necessary to enable it
to be registered as the holder of any of the Placing Shares agreed
to be taken up by it under the Placing;
23. represents and warrants that it is not a resident of any
Prohibited Jurisdiction and acknowledges that the Placing Shares
have not been and will not be registered nor will a prospectus be
cleared in respect of the Placing Shares under the securities
legislation of any Prohibited Jurisdictions and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Prohibited Jurisdiction;
24. represents and warrants that any person who confirms to
either of the Placing Agents on behalf of a Placee an agreement to
subscribe for Placing Shares and/or who authorises such Placing
Agent to notify the Placee's name to the Company's registrar, has
authority to do so on behalf of the Placee;
25. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor the Placing Agents will
be responsible. If this is the case, the Placee should take its own
advice and notify the Placing Agents accordingly;
26. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
announcement;
27. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with the Placing Agents any money
held in an account with the Placing Agents on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of the FCA. The Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated
from the Placing Agents' money in accordance with the client money
rules and will be used by the Placing Agents in the course of its
business; and the Placee will rank only as a general creditor of
the Placing Agents (as the case may be);
28. acknowledges and understands that the Company, the Placing
Agents, and others will rely upon the truth and accuracy of the
foregoing representations, warranties, agreements, undertakings and
acknowledgements;
29. acknowledges that until 40 days after the later of the
commencement of the Placing and the closing date, an offer or sale
of Placing Shares within the United States by any dealer (whether
or not participating in the Placing) may violate the registration
requirements of the Securities Act if such offer or sale is made
otherwise than in accordance with Rule 144A under the Securities
Act or pursuant to another exemption from registration under the
Securities Act to a person that is a "qualified purchaser" (as
defined in Section 2(a)(51) of the United States Investment Company
Act of 1940, as amended); and
30. acknowledges that the basis of allocation will be determined
by the Placing Agents (after consulting with the Company) at their
absolute discretion. The right is reserved to reject in whole or in
part and/or scale back any participation in the Placing.
Additional representations and warranties etc by US Persons
In addition to the foregoing, each Placee which is a US Person
to which the Placing Shares will be offered in transactions exempt
from, or not subject to, the registration requirements of the
Securities Act:
31. represents, warrants and agrees that (a) it is qualified
institutional buyer within the meaning of Rule 144A of the
Securities Act; (b) it is a "qualified purchaser" within the
meaning of Section 2(a)(51) of the United States Investment Company
Act of 1940, as amended ("QP"), and is not (i) a broker or dealer
which owns or invests less than US$25 million in securities of
unaffiliated issuers; (ii) a participant-directed employee plan or
(iii) formed for the purposes of investing in the Placing Shares or
the Company; (c) it has duly executed, or will duly execute, an
investor letter in the form provided to it by the Placing Agents in
which it will make certain undertakings, representations and
warranties in addition to those contained herein; and (d) it is
subscribing for the Placing Shares for its own account, or for the
account managed on behalf of another QIB that is also a QP, and not
with a view to any distribution within the meaning of the
Securities Act or applicable state law except as set forth
below;
32. acknowledges and agrees that no offering circular or
prospectus will be provided in connection with the Placing Shares
and it has, or to the extent it is acquiring Placing Shares for the
account of another QIB, such other QIB (a) has, sufficient
knowledge, sophistication and experience in financial and business
matters so as to be capable of evaluating the merits and risks of
the purchase of the Placing Shares; (b) is able to bear the
economic and financial risk (including a complete loss) of such a
purchase; (c) has had sufficient time to consider and conduct its
own investigation with respect to the offer and purchase of the
Placing Shares, including the tax, legal, currency and other
economic considerations relevant to such investment; and (d) will
not look to the Company, the Placing Agents, any of their
respective Affiliates or any person acting on their behalf for all
or part of any such loss or losses it or they may suffer;
33. understands and agrees that: (a) the Placing Shares are
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act; (b) it will not offer, sell, transfer, pledge,
hypothecate or otherwise dispose of any Placing Shares except in an
offshore transaction outside the United States in accordance with
Regulation S under the Securities Act (and not in a prearranged
transaction resulting in the sale of Placing Shares into the United
States or to a US Person) in accordance with any other applicable
laws of the United States governing the offer and sale of such
Placing Shares, and in each case it will notify any purchaser of
the Placing Shares of the resale restrictions relating to the
Placing Shares, if still applicable; (c) the Placing Shares (to the
extent they are in certificated form), unless otherwise determined
by the Company in accordance with applicable law, will bear a
legend to that effect in addition to such other legends as the
Company deems necessary or as are required under applicable law;
and (d) the Company or registrar and transfer agent for the Placing
Shares will not be required to accept for registration of transfer
any Placing Shares except upon presentation of evidence (including
an opinion of legal counsel satisfactory to the Company) to the
Company and the transfer agent that the foregoing restrictions on
transfer have been complied with;
34. understands and agrees that if any beneficial owner of
ordinary shares in the Company is at any time a US person and not a
QP, the Company may (i) require such beneficial owner to sell its
ordinary shares to a person who is not a US person or who is a QIB
and a QP and is qualified to purchase such shares in a transaction
exempt from registration under the Securities Act or (ii) sell such
shares on behalf of such beneficial owner at the best price
reasonably obtainable to a person who is not a US person or who is
a QIB and a QP and is qualified to purchase such shares in a
transaction exempt from registration under the Securities Act;
35. without limiting the generality of clause (c) of paragraph
32 above, acknowledges that the Company may be a passive foreign
investment company ("PFIC") for US federal income tax purposes, and
it could be a PFIC in future years. The Company has not undertaken
an extensive PFIC analysis, however, if such analysis reveals no
significant differences between tax and book values for income and
losses, then there is a significant likelihood that the Company is
a PFIC currently and may be a PFIC in future years. If the Company
is a PFIC, then US taxable investors may be subject to adverse US
tax consequences in respect of their investment in the Company's
shares. US investors may be able to mitigate these adverse US tax
consequences by making certain elections for US tax purposes;
36. agrees that no purchaser of the Placing Shares shall deposit
the Placing Shares into any unrestricted American Depositary
Receipt facility established or maintained by a depositary bank,
unless and until such time as such Placing Shares are no longer
"restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act; and
37. acknowledges and agrees that the Company, the Placing
Agents, their respective Affiliates and any person acting on their
behalf will rely upon its representations, warranties,
undertakings, agreements and acknowledgments set forth herein and
in the investor letter referred to above, and agrees to notify the
Company and the Placing Agents promptly in writing if any of its
representations, warranties, undertakings, agreements or
acknowledgements cease to be accurate and complete.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Placing Agents (for their own benefit and, where relevant,
the benefit of their respective Affiliates and any person acting on
their behalf) and are irrevocable.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor the Placing Agents
will be responsible and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the
Placing as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and the Placing Agents in the
event that any of the Company and/or either of the Placing Agents
has incurred any such liability to stamp duty or stamp duty reserve
tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
All times and dates in this announcement may be subject to
amendment. The Placing Agents shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
This announcement has been issued by the Company and is the sole
responsibility of the Company.
The rights and remedies of the Placing Agents and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Placing Agents:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
investors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, only investors who have met the criteria
of professional clients and eligible counterparties have been
procured. For the avoidance of doubt, the Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
Placing Shares.
DEFINITIONS
Except where the context otherwise requires, the following
definitions shall apply throughout this Announcement:
"About Health" About Health Limited, a private limited
company incorporated and registered
in England and Wales with registered
number 6607168 whose registered office
address is Cardinal Square, First Floor
- West, 10 Nottingham Road Derby DE1
3QT, a wholly owned subsidiary of the
Company;
"Acquisition" the proposed acquisition by the Company
of the entire issued share capital of
Greenbrook Hounslow and the Greenbrook
Earl's Court Convertible Loan Note pursuant
to the terms of the Acquisition Agreement;
"Acquisition Agreement" the conditional agreement dated 31 May
2019 made between (i) the Company and
(ii) the Vendors relating to the Acquisition;
"Act" or "Companies 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, the Placing
and the Open Offer and such admission
becoming effective in accordance with
the AIM Rules for Companies;
"Admission Document" or the admission document;
"Document"
"AGM" annual general meeting;
"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 the rules of the London Stock Exchange
Advisers" which 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,
a private limited company incorporated
and registered in England and Wales
with registered number 06706681, whose
registered office address is 5 St. Helen's
Place, London EC3A 6AB, and which is
authorised and regulated by the FCA;
"Application Form" the application form enclosed with the
Document on which Qualifying Non-CREST
Shareholders may apply for Ordinary
Shares under the Open Offer (including
under the Excess Application Facility);
"Articles of Association" the articles of association of the Company;
or "Articles"
"Audit Committee" the audit committee of the Company;
"Business Day" any day (other than a Saturday or Sunday)
on which commercial banks are open for
general business in London, UK;
"Canaccord" Canaccord Genuity Limited, the Company's
joint broker, a private limited company
incorporated and registered in England
and Wales with registered number 01774003,
whose registered office address is 88
Wood Street, London EC2V 7QR, and which
is authorised and regulated by the FCA;
"certificated" or "in certificated not in uncertificated form (that is,
form" not in CREST);
"Completion" completion of the Acquisition;
"Company" or "Totally" Totally plc, incorporated and registered
in England and Wales with registered
number 03870101, whose registered office
address is Cardinal Square, First Floor
- West, 10 Nottingham Road, Derby, DE1
3QT;
"Consideration" comprised of GBP9.0 million payable
in cash on Completion to the Vendors
and GBP2.5 million to be satisfied by
the issue of the Consideration Shares
on Completion to the Vendors, in respect
of the Acquisition;
"Consideration Shares" the 25,000,000 new Ordinary Shares to
be issued on Completion by the Company
at the Issue Price in respect of the
Acquisition;
"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;
"CSOP" the company share option plan adopted
by the Company;
"Directors" or "New Board" the Existing Directors and the Proposed
Director;
"Disclosure Guidance and the Disclosure Guidance and Transparency
Transparency Rules" or Rules (in accordance with Section 73A(3)
"DTR" 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;
"EMI Scheme" the enterprise management incentive
option scheme adopted by the Company;
"Enlarged Group" the Group as enlarged by the Acquisition;
"Enlarged Share Capital" the issued ordinary share capital of
the Company following Completion comprising
the Existing Ordinary Shares, the Consideration
Shares, the Placing Shares and the Offer
Shares;
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated in England and Wales and
the operator of CREST;
"Excess Application Facility" the arrangement pursuant to which Qualifying
Shareholders may apply for additional
Ordinary Shares in excess of their Open
Offer Entitlement in accordance with
the terms and conditions of the Open
Offer;
"Excess CREST Open Offer in respect of each Qualifying CREST
Entitlement" Shareholder, their entitlement (in addition
to their Open Offer Entitlement) to
apply for Ordinary Shares pursuant to
the Excess Application Facility, which
is conditional on them taking up their
Open Offer Entitlement in full;
"Excess Shares" Ordinary Shares applied for by Qualifying
Shareholders under the Excess Application
Facility;
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 31 May 2019;
"Directors" or "Board" the directors of the Company at the
date of the Document, including any
duly authorised committee of the board
of directors of the Company and "Director"
is to be construed accordingly;
"Existing Ordinary Shares" the 59,795,172 Ordinary Shares of 10
or "Existing Share Capital" pence each in issue at the date of the
Document;
"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 accompanying the Document
for use by Shareholders at the General
Meeting;
"GDPR" the General Data Protection Regulation
(Regulation (EU) 2016/679);
"General Meeting" or "GM" the general meeting of the Company to
be held at the offices of the Company
at Cardinal Square, First Floor - West,
10 Nottingham Road, Derby, DE1 3QT at
9.00 a.m. on 19 June 2019 and any adjournments
thereof to be held for the purpose of
considering and, if thought fit, passing
the Resolutions;
"Greenbrook Capital" Greenbrook Capital LLP, a limited liability
partnership incorporated and registered
in England and Wales with registered
number OC335029, whose registered office
address is Marston House, 5 Elmdon Lane,
Marston Green, Solihull, West Midlands
B37 7DL and one of the Vendors holding
a controlling shareholding in Greenbrook
Hounslow and the Greenbrook Earl's Court
Convertible Loan Note;
"Greenbrook Earl's Court" Greenbrook Healthcare (Earl's Court)
Limited, a private limited company incorporated
and registered in England and Wales
with registered number 07817650, whose
registered office address is Marston
House, 5 Elmdon Lane, Marston Green,
Solihull, West Midlands B37 7DL;
"Greenbrook Earl's Court the GBP50,000 zero coupon redeemable
Convertible Loan Note" indexed convertible loan notes 2021
issued by Greenbrook Earl's Court and
constituted by an instrument dated 15
December 2011 as amended by a deed of
variation dated 13 November 2017;
"Greenbrook Healthcare" together, Greenbrook Hounslow, Greenbrook
Earl's Court and Greenbrook Surrey;
"Greenbrook Hounslow" Greenbrook Healthcare (Hounslow) Limited,
a private limited company incorporated
and registered in England and Wales
with registered number 06025335, whose
registered office address is Marston
House, 5 Elmdon Lane, Marston Green,
Solihull, West Midlands B37 7DL;
"Greenbrook Surrey" Greenbrook Healthcare (Surrey) Limited,
a private limited company incorporated
and registered in England and Wales
with registered number 06606995, whose
registered office address is Marston
House, 5 Elmdon Lane, Marston Green,
Solihull, West Midlands B37 7DL, a wholly
owned subsidiary of Greenbrook Hounslow;
"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;
"ISIN" International Securities Identification
Number, the existing ISIN of the Company
being GB00BYM1JJ00;
"Issue Price" 10 pence per new Ordinary Share to be
issued pursuant to the Placing, the
Open Offer and the Acquisition;
"Issued Share Capital" the entire issued ordinary share capital
of the Company from time to time;
"Lock-in Arrangements" the lock-in arrangements entered into
by Greenbrook Capital;
"London Stock Exchange" London Stock Exchange plc;
or "LSE"
"LTIP" the Long Term Incentive Plan to be adopted
by the Company with effect from Admission;
"Market Abuse Regulation" the EU Market Abuse Regulation (No.
596/2014);
"Money Laundering Regulations" The Money Laundering, Terrorist Financing
and Transfer of Funds (Information on
the Payer) Regulations 2017, the money
laundering provisions of the Criminal
Justice Act 1993 and the Proceeds of
Crime Act 2002;
"New Ordinary Shares" together, the Consideration Shares,
the Placing Shares and the Offer Shares;
"Nomination Committee" the nomination committee of the Company;
"Notice of General Meeting" the notice convening the GM;
or "Notice of GM"
"Offer Shares" the 9,965,862 new Ordinary Shares being
made available to Qualifying Shareholders
pursuant to the Open Offer;
"Official List" the Official List of the United Kingdom
Listing Authority;
"Open Offer" the conditional invitation made to Qualifying
Shareholders to apply to subscribe for
the Offer Shares at the Issue Price
on the terms and subject to the conditions
set out in the Document and, where relevant,
in the Application Form;
"Open Offer Entitlement" the entitlement of Qualifying Shareholders
to subscribe for Ordinary Shares allocated
to Qualifying Shareholders on the Record
Date pursuant to the Open Offer;
"Optimum Sports Performance" Optimum Sports Performance Centre Limited,
a private limited company incorporated
in England and Wales with registered
number 04908206, whose registered office
address is Cardinal Square, First Floor
- West, 10 Nottingham Road, Derby, DE1
3QT, a wholly owned subsidiary of the
Company;
"Ordinary Shares" the ordinary shares of 10 pence each
in the capital of the Company;
"Overseas Shareholders" a Shareholder with a registered address
outside the United Kingdom;
"Placee" a person who has conditionally agreed
to subscribe for Placing Shares at the
Issue Price pursuant to the Placing;
"Placing" the conditional placing with the Placees
of the Placing Shares at the Issue Price;
"Placing and Open Offer the conditional agreement dated 31 May
Agreement" 2019 made between (i) the Company, (ii)
the Existing Directors, (iii) the Proposed
Director, (iv) Allenby Capital and (v)
Canaccord relating to the Placing, the
Open Offer and Admission;
"Placing Shares" the 90,000,000 new Ordinary Shares to
be issued by the Company and subscribed
for pursuant to the Placing;
"Premier" Premier Physical Healthcare Limited,
a private limited company incorporated
and registered in England and Wales
with registered number 03376266, whose
registered office address is Cardinal
Square, First Floor - West, 10 Nottingham
Road Derby DE1 3QT, a wholly owned subsidiary
of the Company;
"Proposals" means (i) the Acquisition; (ii) the
Placing; (iii) the Open Offer; and (iv)
Admission;
"Proposed Director" Michael Steel;
"Prospectus Rules" the Prospectus Rules made by the FCA
in accordance with the EU Prospectus
Directive 2003/71/EC in relation to
offers of securities to the public or
an admission of securities to trading
on a regulated market;
"QCA Code" the Corporate Governance Code for Small
and Mid-Sized Quoted Companies 2018
published by the Quoted Companies Alliance
in April 2018 and as amended from time
to time;
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in a CREST account;
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in certificated form;
"Qualifying Shareholders" holders of Existing Ordinary Shares
on the register of members of the Company
at the Record Date (but excluding any
Overseas Shareholder who has a registered
address in the United States or any
other Restricted Jurisdiction);
"Receiving Agent and 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;
"Record Date" 6.00 p.m. on 30 May 2019 being the latest
time by which transfers of Existing
Ordinary Shares must be received for
registration by the Company in order
to allow transferees to be recognised
as Qualifying Shareholders;
"Regulatory Information has the meaning given to it in the AIM
Service" Rules;
"Remuneration Committee" the remuneration committee of the Company;
"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,
Ireland and Japan;
"SAYE Scheme" the save as you earn scheme adopted
on 7 November 2016;
"Share Dealing Code" the Company's share dealing code;
"Shareholders" or "Existing holders of Ordinary Shares from time
Shareholders" to time, each individually being a "Shareholder";
"Significant Shareholder" a person holding three per cent. or
more of the Enlarged Share Capital;
"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;
"UK Listing Authority" the FCA, acting in its capacity as the
or "UKLA" competent authority for the purposes
of Part VI of FSMA;
"Unapproved Plan" the unapproved share option plan adopted
by the Company;
"uncertificated" or "uncertificated recorded on the relevant register of
form" 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;
"VAT" value added tax;
"Vendors" the vendors of the entire issued share
capital of Greenbrook Hounslow and the
Greenbrook Earl's Court Convertible
Loan Note, being Greenbrook Capital,
Siobhan Mactavish and David Wingfield;
"Vocare" Vocare Limited, a private limited company
incorporated in England and Wales under
registered number 09933257 whose registered
office address is Cardinal Square, First
Floor - West, 10 Nottingham Road, Derby
DE1 3QT, a wholly owned subsidiary of
the Company; and
"GBP", "sterling", "pound" pounds and pence sterling respectively,
and "pence" being the lawful currency of the United
Kingdom.
In the Document:
(i) use of the singular includes the plural and vice versa,
unless the context otherwise requires; and
(ii) references to a 'Part' or 'Parts' and references to page
numbers are, unless the context otherwise requires, to the relevant
Part or Parts or to the relevant page or pages of the Document.
GLOSSARY OF TECHNICAL AND COMMERCIAL TERMS
"A&E" accident and emergency;
"APMS" Alternative Provider Medical
Services;
"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" clinically-led statutory NHS
or "CCG" bodies responsible for the planning
and commissioning of healthcare
services for their local area.
CCGs were created following the
Health and Social Care Act in
2012 and replaced PCTs on 1 April
2013;
"CSP" Chartered Society of Physiotherapists;
"Commissioner" an NHS commissioner who is responsible
for planning and purchasing healthcare
services for a local population;
"CQC" The Care Quality Commission,
the independent regulator of
health and social care in England;
"display screen equipment assessments" assessments of workstations with
devices or equipment that have
alphanumeric or graphic display
screens, typically in relation
to an employer's compliance with
the relevant health and safety
regulations;
"GP" general practitioner, a doctor
based in the community who treats
patients with minor or chronic
illnesses and refers those with
serious conditions to a hospital;
"GP OoH" general practitioner Out of Hours;
"HMPS" Her Majesty's Prison Service,
part of the National Offender
Management Service of the UK
government responsible for managing
the majority of prisons within
England and Wales;
"ICRS" integrated community response
service;
"IP" intellectual property;
"IUC" integrated urgent care;
"NHS" the National Health Service,
being the UK's public healthcare
system;
"OoH" Out of Hours;
"PCTs" Primary Care Trusts;
"shared decision making" the process whereby a patient
and their health professional
make a healthcare choice together
after an informed dialogue;
"UCC" urgent care centre/urgent treatment
centre; and
"WIC" walk-in centre.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Record Date for entitlement to participate 6.00 p.m. on 30 May
in the Open Offer
Announcement of the Acquisition, Placing 7.00 a.m. on 31 May
and Open Offer
Publication of the Document 31 May
Posting of the Document, the Application 3 June
Form and Form of Proxy
Ex-entitlement Date for the Open Offer 8.00 a.m. on 31 May
Open Offer Entitlements and Excess CREST As soon as practical
Open Offer Entitlements credited to stock after 8.00 a.m. on
accounts of Qualifying CREST Shareholders 3 June
in CREST
Recommended latest time and date for requesting 4.30 p.m. on 12 June
withdrawal of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from
CREST
Recommended latest time for depositing Open 3.00 p.m. on 12 June
Offer Entitlements and Excess CREST Open
Offer Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 13 June
Forms (to satisfy bona fide market claims
only)
Latest time and date for receipt of completed 9.00 a.m. on 17 June
Forms of Proxy and receipt of electronic
proxy appointments via the CREST system
Latest time and date for receipt of the 9.00 a.m. on 17 June
completed Application Form and appropriate
payment in respect of Offer Shares or Excess
Shares or settlement of relevant CREST instruction
Time and date of General Meeting 9.00 a.m. on 19 June
Announcement of result of General Meeting 19 June
and Open Offer
Admission becomes effective and dealings 8.00 a.m. on 20 June
in the Enlarged Share Capital expected to
commence on AIM
CREST members' accounts credited in respect 8.00 a.m. on 20 June
of the Placing Shares and Offer Shares in
uncertificated form
Acquisition Agreement unconditional and 20 June
completion of the Proposals
Despatch of definitive share certificates within 10 Business
for the Placing Shares and Offer Shares Days of Admission
in certificated form
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACQKMGFKKMKGLZG
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