Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

16 December 2021

Totally plc

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

Acquisition of Energy Fitness Professionals Limited

The Board of Totally plc (AIM: TLY), a leading provider of a range of healthcare services across the UK and Ireland, is pleased to announce that the Company has acquired the entire issued share capital of Energy Fitness Professionals Limited ("Energy Fit-Pro" or "EFP") (the "Acquisition"). EFP is a corporate fitness provider established in 1990 to address a gap in the market for workplace fitness, which has grown to offer a range of services covering workplace wellbeing. The total consideration payable for the Acquisition is up to £1.3 million in cash (the "Consideration") paid on a cash free and debt free basis, with a normalised level of working capital.

Energy Fit-Pro works with a growing number of high-profile organisations across the UK, including large corporates, central Government departments, universities, and colleges to provide workplace wellbeing and corporate fitness services. Energy Fit-Pro's offering includes gym design and gym management, alongside digital services to support employee wellbeing in the workplace, focusing on physical and mental wellbeing. Energy Fit-Pro is owned equally by the two founders, Robert Radford and Alan Gallacher, who will continue to work in the business following the Acquisition.

The Consideration will be satisfied by the payment of £1.0 million in cash on completion, satisfied using existing cash resources of the Company, and up to £0.3 million in cash on a deferred basis based on the audited financial performance of Energy Fit-Pro for the financial year ending 31 March 2023.

The Board welcomes Energy Fit-Pro to the Group, bringing the opportunity to offer diversification across its existing contracts and enhance its services targeting workplace wellness, including physical and mental wellbeing services. The Acquisition also presents the opportunity for the Group to deliver enhanced digital services, which complement the existing service offerings of Totally and Energy Fit-Pro, by harnessing the technical capabilities in both businesses.

The Acquisition is one of a number of bolt-on businesses with which the Board is at an advanced stage of discussions.  The Board is keen to accelerate its buy and build strategy, utilising the substantial cash balances held by the Company, to strengthen its proposition and bring further earnings enhancing opportunities to the Group.

Highlights:

The Acquisition provides Totally with access to a strong client base and digital foundation to respond to increasing market demand from employers for services which support employees with both physical and mental wellbeing services, in physical locations and online.

·    Allows Totally to move into the corporate/workplace wellness marketplace through Energy Fit-Pro's digital platform 'Health Hub', backed up by Totally's existing healthcare service offering and expertise.

·    Totally has committed additional funds of up to £500,000 to further develop Health Hub into a market leading offering.

·    The total consideration for the Acquisition is up to £1.3 million in cash on a cash free and debt free basis, with a normalised level of working capital.

·    The Consideration will be satisfied by the payment of £1.0 million in cash on completion, satisfied using existing cash resources of the Company with up to £0.3 million being payable in cash on a deferred basis based on the audited financial performance of Energy Fit-Pro for the financial year ending 31 March 2023 ("FY2023"). The full achievement of earn out targets for FY2023 is contingent on Energy Fit-Pro's trading returning back to pre-pandemic profits.

·    Energy Fit-Pro, like many other businesses, was impacted by UK Government lockdowns during the COVID-19 pandemic, including enforced closure of all hospitality and leisure businesses. However, the business exited the period in a good position underpinned by its strong contract base and the ability to offer some online services.  The business has also secured additional contracts for services that are now being mobilised.

Background to and reasons for the Acquisition:

·    Growing market for physical and mental wellbeing

The onset and ongoing impact of the COVID-19 pandemic has brought about an increased focus on employee wellbeing, particularly around the impact on employees' mental health as a result of home-working, bringing isolation for some and the challenges of home-schooling or financial concerns for others. Today's workplace continues to be changed by the pandemic.  Hybrid working has now been widely accepted and likely to become the norm in many industries, creating new challenges for employers delivering workplace-based wellbeing programmes and increasing demand for virtual and flexible solutions. The Board expects demand for these services to grow and is excited by the prospects this presents and opportunities created as Energy Fit-Pro becomes part of the Group.

·    Development of a digital footprint aligned with existing services

Mental health and musculoskeletal problems made up more than 25% of sickness absences in 2020 (ONS data).  Energy Fit-Pro's digital offering, Health Hub, provides an ideal foundation for a virtual and flexible physical and mental wellbeing platform with the potential to become a market leader.  The combination of Energy Fit-Pro's existing mental wellbeing offering and access to physical health and fitness services, and Totally's background and expertise in healthcare, including physiotherapy, create a compelling opportunity to address the growing online wellbeing market opportunity.

·    Access to a strong contract portfolio in corporate/workplace

Energy Fit-Pro's contract portfolio includes long-standing, long-term contracts with major corporate and government employers, as well as a strong pipeline of new corporate customers as employers look for enhanced services to support employee wellbeing.  This quality customer base provides Totally with access to the corporate health and wellbeing market, balancing its existing strong portfolio of contracts with the NHS and other healthcare providers.  The Acquisition creates further opportunities to expand relationships with these corporate customers through additional services such as online physio and virtual GP.  The combination of Energy Fit-Pro's offering in the corporate market and Totally's expertise in healthcare creates a holistic offering that can help the employee stay healthy and access expert healthcare when they need it most.

·    Creates new service offering for existing customers

Healthcare professionals continue to work under significant strain created by staff shortages and increased pressures exacerbated by the COVID-19 pandemic.  The Board strongly believes there is an opportunity to support the NHS further with a physical and mental health employee offering, giving healthcare workers priority access to the services they need to recover from one of the most demanding periods in living memory.

Financial information on EFP

For the year ended 31 March 2021, unaudited management accounts for EFP recorded revenue of £983,708 and a profit before tax of £444,691 (which includes the impact of both government support and the COVID-19 pandemic). Unaudited management accounts for EFP showed gross assets as at 31 March 2021 of £987,000.

Wendy Lawrence, Chief Executive Officer of Totally, said:

"We are thrilled to announce a new acquisition for Totally as we continue to deliver on our strategy and expand the Group. This acquisition creates exciting opportunities to transform the Group further by providing a new digital solution for many of our existing and planned new services. Totally will now be able to offer existing clinical, and physical and wellbeing services as part of a new digital offering to new and existing customers.  

"Energy Fit-Pro is a very well-regarded business and fits well with our commitment to delivering quality services that ensure people within the UK and Ireland have access to the care and support they need. By entering the corporate market through Energy Fit-Pro's strong existing contract base, we can further support our traditional customers, such as the NHS, by providing solutions that keep the population physically and mentally healthy and avoid the need for in-hospital care where possible.

"We are excited by the opportunities that this acquisition offers in a growing market, as large employers take greater accountability for the health and wellbeing of their employees.

"We continue advanced discussions with a number of other bolt-on businesses to enhance and strengthen our proposition further. I look forward to updating the market in due course as we look to build upon Totally's position as a leading provider of healthcare delivery across the UK and Ireland and expand further by offering workplace wellbeing solutions."

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 relating to today's announcement, which will take place at 10:00am on Tuesday, 21 December 2021.

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:

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.

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.

www.totallyhealthcarelimited.com

More information on Totally plc can be found at the following link:  www.totallyplc.com.