Statement re proposed acquisition

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR")

17 May 2019

Totally plc

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

Statement re proposed acquisition and suspension of share trading on AIM

Totally plc (AIM:TLY), the provider of a range of out of hospital services to the healthcare sector in the UK, confirms that the Company is in the advanced stages of the proposed acquisition of Greenbrook Healthcare ("Greenbrook"), a well-established provider of urgent care centres across London (the "Proposed Acquisition").

Whilst the Company has entered into an exclusive agreement regarding the Proposed Acquisition, any transaction remains subject to, inter alia, completing due diligence and negotiations to the Company's satisfaction and, as such, there can be no certainty that a final binding agreement will be reached. 

The Proposed Acquisition would be consistent with the Company's stated 'buy and build' consolidation strategy within the UK's fragmented healthcare market and particularly complementary to Totally's wholly owned subsidiary, Vocare Limited, which was acquired in October 2017 and which is one of the leading national specialist providers of urgent care services in the country. 

The Company is proposing to fund the Proposed Acquisition via an equity fundraise.

The Proposed Acquisition would constitute a reverse takeover under rule 14 of the AIM Rules for Companies (the "AIM Rules"). The Proposed Acquisition will be subject, inter alia, to shareholder approval, the entering into and completion of a share purchase agreement and raising the funds necessary to finance the Proposed Acquisition. As such, there is no certainty that the Proposed Acquisition will proceed nor any certainty regarding the terms on which it would proceed.

Suspension of trading

As the Proposed Acquisition would constitute a reverse takeover under the AIM Rules, then should it proceed the approval of shareholders of the Company in a general meeting will be required. As such, a further announcement with full details of the Proposed Acquisition would be issued at the appropriate time once binding contracts are entered into and an admission document published and sent to shareholders with a notice of general meeting.

In accordance with rule 14 of the AIM Rules, the Company's ordinary shares have been suspended from trading on AIM with effect from 4:10 p.m. today. The Company's ordinary shares will remain suspended until such time as either an admission document is published or an announcement is released confirming that the Proposed Acquisition is not proceeding.

The Company will release further announcements as and when appropriate.

ENDS

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