TIDMTLY
RNS Number : 7754D
Totally PLC
07 March 2022
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information for the purposes of Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310. With the publication of
this announcement, this information is now considered to be in the
public domain.
7 March 2022
Totally plc
( " Totally " , " the Company " or " the Group " )
Acquisition of Pioneer Health Care Limited
Acquisition is immediately earnings enhancing and adds
outsourcing capabilities
to Totally's portfolio
The Board of Totally plc (AIM: TLY), a leading provider of
frontline healthcare services, corporate fitness and wellbeing
services across the UK and Ireland, is pleased to announce that the
Company has entered into an agreement to acquire the entire issued
share capital of Pioneer Health Care Limited ("Pioneer" or "Pioneer
Healthcare"), an established independent provider of specialist NHS
secondary care services (the "Acquisition"). The total
consideration for the Acquisition is up to GBP13.0 million (the
"Consideration"), on a cash-free and debt-free basis. The
Consideration is to be paid 80% in cash and the remaining 20% will
be satisfied by the issue of new ordinary shares in Totally. GBP6.9
million is payable on completion, on a cash-free and debt-free
basis, and up to GBP6.1 million is payable on a deferred basis,
based on the financial performance of Pioneer in the year ending 31
March 2022. Completion is expected to take place on or around 10
March 2022, being the date of Admission (as defined below).
Pioneer Healthcare delivers insourcing and outsourcing services
across a wide range of surgical and medical specialities to NHS
patients and holds contracts with NHS Foundation Trusts and
Clinical Commissioning Groups ("CCGs"), predominantly across the
North of England. Pioneer also holds the difficult-to-acquire Any
Qualified Provider ("AQP") status, which enables it to offer
services direct to NHS patients across the whole of England, free
at the point of delivery, where there is sufficient demand. The
business is led by three experienced, senior NHS consultants, Mr
Hesham Zaki, Professor Prasad Godbole and Mr John McMullan, who are
well recognised in their chosen fields, and will continue to hold
senior leadership roles within the business following the
Acquisition.
Pioneer Healthcare and Totally Healthcare, which forms Totally's
Insourcing division, will be brought together to create a single,
established, provider of insourcing and outsourcing services under
the Pioneer brand . This combined business will leverage the
strengths within each organisation to deliver its combined range of
services to new and existing NHS foundation trusts, hospitals and
CCGs across the UK and Ireland.
The initial cash Consideration payable will be satisfied using
the existing cash resources of the Company and the remaining 20% of
the initial consideration will be settled through the issue of
4,246,154 new ordinary shares in Totally (the "Initial
Consideration Shares") at a price of 32.5 pence per share (the
"Issue Price") , demonstrating the commitment of Pioneer's current
leadership team to the future of the business within the enlarged
Totally group. The vendors, being Professor Godbole, Henderson
Whitehall Limited (a company jointly owned by Mr Zaki and Mr
McMullan) and Nicola Salkeld, the Director of Operations for
Pioneer (the "Vendors"), have agreed that they will not dispose of
their Initial Consideration Shares for a period of 12 months from
Admission (as defined below) and for the period of 12 months
thereafter that they will only dispose of their Initial
Consideration Shares in an orderly manner via the Company's
brokers.
The Acquisition is the Company's second in three months and
supports the Board's buy and build strategy, utilising the
substantial cash balances held by the Company to strengthen its
service proposition and bring further earnings-enhancing
opportunities to the Group.
Why Pioneer Healthcare?
Pioneer Healthcare is a highly reputable and independent
healthcare provider of specialist NHS secondary care services, free
at the point of delivery and which the Board believes provides an
additional platform for further future profitable growth.
-- The NHS is set to receive the bulk of a new GBP36 billion
health and social care funding package over the next three years,
with the intention of addressing the growing backlog and waiting
list position.
-- Pioneer, along with Totally Healthcare, holds contracts with
NHS foundation trusts, hospitals and CCGs across a wide range of
surgical and medical specialties, with significant opportunities to
expand services regionally, nationally and into new clinical
specialisms.
-- Pioneer's AQP status offers patients the choice of choosing
Pioneer as their elective service provider. Such accreditation is
now difficult to achieve, and Pioneer is one of a limited number of
independent providers across England with this qualification.
Totally will now be able to offer its existing specialties direct
to patients as a result of Pioneer's AQP status.
-- Pioneer is CQC-registered and is listed on key frameworks
which present a barrier to entry for new entrants. It is listed as
one of 18 providers on the 2018 NHS Insourced Clinical Services
Framework and one of 37 providers on the 2020 Outsourced Clinical
Services Framework nationally. These positions on key frameworks
reflect Pioneer's credentials in this market, with a track record
of delivery and access to a large pool of qualified staff.
-- Pioneer's core USP is its ability to access the best
consultants and theatre staff combined with the benefit from
several agreements with public and private healthcare facilities,
enabling Pioneer to undertake the procedures required by its
patients.
-- Pioneer has been established and run by NHS consultants, who
will remain with the business in senior leadership roles,
presenting an excellent opportunity to expand the business through
increased management focus and acceleration of the growth plan,
supported by the expertise of staff within Totally's existing
insourcing business, Totally Healthcare, which will become part of
the Pioneer brand.
-- The business is led by the following experienced, senior NHS consultants:
Mr Hesham Zaki
- MBBch, Msc, MD, FRCS(Ed), FRCS(Glasg), FRCSEd (Neuro.surg)
- Chairman & CEO, Pioneer Healthcare
- Clinical Director Division of Surgery, Anaesthesia and Critical Care
- Lead Paediatric Neurosurgeon, Sheffield Children's Hospital
- Consultant Adult Neurosurgeon, The Royal Hallamshire Hospital
- Chairman, CNS Cancer North Trent Region
- Hon. Senior Lecturer in Neurosurgery, University of Sheffield UK
Professor Prasad Godbole
- FRCS, FRCS(Paeds), FEAPU, MBA, LLM
- Medical Director, Pioneer Healthcare
- Consultant Paediatric Urologist and Deputy Medical Director,
Sheffield Children's NHS Foundation Trust
- Honorary Senior Lecturer, University of Sheffield
- Chairman Prasanna Autism Centre and Prism Foundation, Pune, India
Mr John McMullan
- MA (Cantab), MB BChir, FRCS (Neurosurgery)
- Consultant Paediatric Neurosurgeon, Sheffield Children's NHS Foundation Trust
- Consultant Neurosurgeon, Sheffield Teaching Hospitals NHS Foundation Trust
Mr Zaki, Professor Godbole and Mr McMullan are well recognised
in their chosen fields and will continue to hold senior leadership
roles within the business following the Acquisition, bringing
additional expertise to the broader Group.
Background to Pioneer Healthcare
Pioneer Healthcare has a strong track record, having been
incorporated in 2007, it has grown under the direction of three
senior NHS consultants, Mr Zaki, Professor Godbole and Mr McMullan,
who identified the opportunity for independent providers to help
the NHS reduce waiting lists whilst maintaining patient care and
quality.
In line with Totally, Pioneer has a patient-focused approach
that seeks to deliver the most suitable solution within the
shortest possible waiting times whilst providing the best possible
clinical outcomes.
Based on unaudited management accounts for the year ended 31
March 2021, Pioneer generated revenue of GBP5.13 million and profit
before tax of GBP0.80 million. Gross assets at 31 March 2021 were
GBP2.82 million.
Further information on Pioneer Healthcare can be found at
www.pioneerhealthcare.co.uk .
Pioneer Health Care International Limited, a company with
overseas operations in which some of the Vendors have an interest,
is not part of the Acquisition.
Principal terms of the Acquisition
Totally has entered into an agreement to acquire the entire
issued share capital of Pioneer Healthcare on a cash-free and
debt-free basis for a maximum consideration of GBP13.0 million.
At completion, GBP5.52 million will be payable to the Vendors in
cash, on a cash-free and debt-free basis, from the Company's
existing cash resources. The remainder of the initial
consideration, being GBP1.38 million, will be satisfied by the
issue of 4,246,154 Initial Consideration Shares at the Issue Price
(being the average mid-market price of Totally's ordinary shares
for the five business days prior to the date the agreement in
relation to the Acquisition was entered into).
In addition, at completion Totally will pay the Vendors GBP1.11
million on account of the debt-free/cash-free adjustment. GBP0.89
million of this will be paid to the Vendors in cash, from the
Company's existing cash resources, and a further 20% of the
debt-free/cash-free adjustment, totalling GBP0.22 million, is being
settled through the issue of 682,360 new ordinary shares in Totally
at the Issue Price (the "Additional Consideration Shares").
Further deferred consideration of up to GBP6.1 million is
payable subject to Pioneer achieving certain EBITDA targets for the
year ended 31 March 2022 which shall be satisfied 80% in cash, to
be settled from the Company's existing cash resources, and 20%
through the issue of new ordinary shares in Totally (the "Deferred
Consideration Shares").
The Initial Consideration Shares, the Additional Consideration
Shares and the Deferred Consideration Shares will be subject to a
12-month lock-in from the date of issue and will be subject to a
further 12-month orderly marketing restriction.
The consideration payable will be subject to adjustment pursuant
to a completion accounts process.
Issue of equity and change to total voting rights
Application has been made for 4,928,514 new ordinary shares
(comprising the 4,246,154 Initial Consideration Shares and the
682,360 Additional Consideration Shares) to be admitted to trading
on AIM and it is expected that admission will take place on or
around 10 March 2022 ("Admission").
Upon Admission, the issued share capital of the Company will
consist of 187,228,802 ordinary shares. The Company does not hold
any shares in treasury, therefore, the total number of voting
rights in the Company from Admission will be 187,228,802. This
figure may be used by shareholders as the denominator for the
calculations by which they determine if they are required to notify
their interest in or a change to their interest in the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Wendy Lawrence, Chief Executive Officer of Totally, said:
" We are delighted to welcome Pioneer Healthcare into the
Totally Group. This is Totally's second acquisition in three
months, demonstrating our commitment to growing the business,
delivering enhanced shareholder value through our 'buy and build'
strategy and moving into areas where we know demand for services is
outstripping current capacity.
"The Acquisition creates new opportunities for the Group and
will ensure we can continue giving vital support to the NHS as it
recovers from the COVID-19 pandemic.
"Pioneer's services closely complement those provided by Totally
Healthcare. The combined insourcing and outsourcing business will
benefit from its stronger footprint across the UK and Ireland and
the additional significant experience of the Pioneer leadership
team. Pioneer has an excellent reputation in the market and we look
forward delivering on the undeniable potential that is available to
the combined business ."
Investor presentation
The Company is pleased to announce that Wendy Lawrence, Chief
Executive Officer, and Lisa Barter, Chief Financial Officer, will
provide a live presentation in relation to today's announcement,
which will take place at 10 am on Tuesday, 8 March 2022.
The online presentation is open to all existing and potential
investors and will consist of a presentation followed by a Q&A
session held on the Investor Meet Company platform.
Investors can sign up to Investor Meet Company for free and then
click "Add to meet" Totally plc via
https://www.investormeetcompany.com/totally-plc/register-investor
.
Investors who have already registered and clicked "Add to meet"
Totally plc, will be automatically invited.
For further information please contact:
Totally plc 020 3866 3330
Wendy Lawrence, Chief Executive Officer
Bob Holt, Chairman
Allenby Capital Limited (Nominated Adviser
& Joint Corporate Broker) 020 3328 5656
Nick Athanas / Liz Kirchner (Corporate Finance)
Amrit Nahal (Sales & Corporate Broking)
Canaccord Genuity Limited (Joint Corporate
Broker) 020 7523 8000
Bobbie Hilliam / Alex Aylen
Yellow Jersey PR 020 3004 9512
Sarah Hollins / Henry Wilkinson / Annabelle
Wills
Notes to editors
Totally plc is a leading healthcare service provider in the UK
and Ireland, working in partnership with the NHS and other
providers to deliver healthcare services through its divisions of
Urgent Care, Planned Care and Insourcing.
On 16 December 2021, Totally acquired Energy Fitness
Professionals Limited, an established corporate fitness provider
with operations across the UK and a focus on workplace
wellbeing.
Totally is committed to pursuing a progressive buy-and-build
consolidation strategy within the fragmented healthcare market and
looks to capitalise on the attractive opportunities that its
disruptive service model offers, to generate value to
shareholders.
Urgent Care
Totally offers a full range of urgent care services via its
subsidiaries, Vocare and Greenbrook Healthcare, two of the largest
urgent care providers in the UK, including:
-- NHS 111 services
-- Clinical Assessment services
-- GP Out-of-Hours services
-- Urgent Treatment Centres
www.vocare.org.uk
www.greenbrook.nhs.uk
Planned Care
Totally delivers planned care services, which include community
based Out-Patient Services, Referral Management Services,
Physiotherapy and Podiatry Services. It provides these through its
planned care subsidiaries, About Health, Premier Physical
Healthcare and Optimum Physiotherapy.
www.abouthealthgroup.com
www.premierphysicalhealthcare.co.uk
www.optimum-hcs.com
Insourcing
Launched in October 2019, Totally Healthcare provides bespoke
insourcing solutions across multiple specialities to trusts and
hospitals in the UK and Ireland, reducing waiting lists by
utilising their spare capacity outside of normal working hours and
at weekends. On 7 March 2022, Totally announced its intention to
acquire Pioneer Health Care Limited, an independent provider of
specialist NHS secondary care services. Post-acquisition, Pioneer
Healthcare and Totally Healthcare will be brought together to
create a single, established, provider of insourcing and
outsourcing services under the Pioneer brand .
www.totallyhealthcarelimited.com
www.pioneerhealthcare.co.uk
Energy Fitness Professionals Limited
An established corporate fitness provider with operations across
the UK and a focus on workplace wellbeing.
www.energy-fitpro.co.uk
More information on Totally plc can be found at the following link: www.totallyplc.com .
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END
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