16 August 2016
Totally plc ("Totally", "the Company" or the "Group")
Payment of initial tranche of deferred consideration pursuant to the acquisition of Premier Physical Healthcare Limited
On 15 March 2016 Totally plc (AIM: TLY), the provider of a range of out-of-hospital services to the UK healthcare sector, announced the acquisition of the entire issued share capital of Premier Physical Healthcare Limited ("Premier"), a leading provider of treatment and advice for musculoskeletal injuries and conditions to both public and private patients.
The maximum consideration for the acquisition of Premier was £6.75 million, based on its financial performance. The initial consideration, payable to Premier on completion, on 1 April 2016, was satisfied through a cash payment of £371,974, equal to seven times the EBITDA of Premier for the period commencing 1 April 2015 and ending 31 January 2016 (the "Y1 Initial Payment"). Under the acquisition agreement entered into between Totally and the vendors of Premier on 14 March 2016, there are a further four potential deferred payments payable between 2016 and 2019, based on the financial performance of Premier. Further details on the earn-out structure are detailed in the admission document published by the Company on 15 March 2016.
The Board of Totally is pleased to report that the first deferred payment has been made today. Premier's financial performance for the first earn-out period ended 31 March 2016 has been in line with the Board's expectations and this has resulted in a payment of £172,101 in cash being made today to the vendors of Premier (the "Y1 Payment"). The Y1 Payment has been calculated on the basis of seven times the EBITDA of Premier for the year ended 31 March 2016 (less the Y1 Initial Payment).
Wendy Lawrence, CEO of Totally, commented, "I am extremely pleased that the Company is able to announce the completion of its first deferred payment for Premier Physical Healthcare. The acquisition of Premier was an important first step in our buy and build strategy for expanding the Group and having based the consideration around the business performance we have been able to effectively ensure alignment between Totally plc, its subsidiaries and its shareholders.
"Premier's performance since acquisition has demonstrated Totally's capability to acquire and integrate businesses into the Group that share its vision for providing leading out of hospital services for the UK healthcare industry. Premier has already secured a number of contract wins and renewals since our acquisition which have expanded the business across the UK, and we have no doubt that there will be more to come in the near-term."
ENDS
Contacts
Totally Plc |
020 3866 3335 |
Wendy Lawrence, Chief Executive Bob Holt, Chairman |
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Allenby Capital Limited (Nominated Adviser & Broker) |
020 3328 5656 |
Nick Athanas Nick Naylor Alex Brearley |
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Yellow Jersey PR |
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Felicity Winkles |
0203 735 8828 |
Joe Burgess |
0203 735 8918 |
Josh Cole |
0203 735 8824 |
Notes to Editors
Totally plc is focused on becoming the UK's leading provider of out of hospital care in community settings, GP surgeries and patients' homes, from diagnosis through to discharge. The Company is currently engaged in delivering its 'buy and build' expansion strategy, adding to the range of services provided by the Group through working with organisations that share its vision. By working to deliver sustainable self-care management and education, Totally's goal is to reduce healthcare reliance, re-admissions and emergency admissions.
Totally, via its subsidiaries, currently operates contracts with NHS England, several CCGs and other public and private sector organisations across England, delivering a wide range of healthcare services.
http://www.totallyplc.com/
Totally Health, a wholly owned subsidiary of Totally plc, provides an innovative model of medically driven, and personalised Clinical Health Coaching to help support patients with long-term health conditions, improve outcomes and reduce healthcare costs. The service delivers sustainable behavioural changes, enabling patients to be educated and confident to self-manage their conditions. This in turn aids long-term behavioural change and reduces healthcare reliance, re-admissions and emergency admissions. Totally Health provides the leading Clinical Health Coaching service in England to NHS patients via a number of programmes commissioned by CCGs, using a model that complements and supports existing health care pathways.
www.totallyhealth.com
Premier Physical Healthcare Limited, a wholly owned subsidiary of Totally plc, provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. They deliver physiotherapy and podiatry to NHS patients. Premier also has contracts with various police forces and prison sites; as well as providing occupational health and ergonomic services to corporate clients, such as display screen equipment assessments; post-injury returns to work suitability assessments; podiatry treatment; and sports massage services. The business also has a network of clinics located in health and fitness centres. Totally completed the acquisition of Premier Physical Healthcare Limited on 1 April 2016.
www.premierphysicalhealthcare.co.uk
Totally plc's other operating businesses include:
My Clinical Coach is a new direct-to-consumer health-coaching service for people with long-term health conditions. Individuals or their families can choose to subscribe to the service, which is a personal, professional, clinically-focused and patient-centered service, tailored for each individual. The service was initially launched in early 2016 with the second phase launch taking place at the end of June 2016. Totally Health operates my Clinical Coach.
www.myclinicalcoach.com
About Health Limited, a wholly owned subsidiary of Totally plc, has been providing community based health services under contract to the NHS since 2009 and the company is CQC registered. They provide community dermatology services to 18 clinics across Lancashire, Dorset and Hampshire. From 2013 to 2015 About Health was shortlisted for the Primary/Community Care Provider of the Year award at the annual Health Investor Awards. About Health is headquartered in Blackburn, Lancashire. Totally completed the acquisition of About Health Limited on 15 June 2016.
http://abouthealthgroup.com/
