May 31, 2019 Finance

Totally plc proposed acquisition of Greenbrook Healthcare

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The Board of Totally plc, 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 £11.5 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 £9.0 million in cash on Completion and as to the remaining £2.5 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 £9.0 million at 10 pence per Ordinary Share, as well as an Open Offer of up to £1.0 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 £11.5 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 £9.0 million in cash on Completion and as to the remaining £2.5 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 £23.8 million in the financial year ended 31 March 2016 to £33.4 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.

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