Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

18 July 2017

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

Payment of deferred consideration pursuant to the acquisition of Premier Physical Healthcare Limited

Issue of Equity and PDMR Shareholdings

On 15 March 2016 Totally (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 provider of treatment and advice for musculoskeletal injuries and conditions to both public and private patients. The maximum consideration for the acquisition of Premier is £6.75 million, based on its financial performance.

The Board of Totally is pleased to report that Premier's financial performance for the second earn-out period ended 31 March 2017 has been in line with the Board's expectations and this has resulted in the second deferred payment totalling £1,156,712 being settled today (the "Y2 Payment"). The calculation of the Y2 Payment has been based on the EBITDA of Premier for the year ended 31 March 2017 and is in accordance with the methodology detailed in the admission document dated 15 March 2016 and the acquisition agreement that was entered into with Premier.

The Y2 Payment has been settled through the payment of £863,681 in cash, the issue of loan notes with an aggregate nominal value of £61,691 (the "Consideration Loan Notes") and the issue of 480,957 new ordinary shares of 10 pence each at a price of 48.1 pence per share (the "Deferred Consideration Shares") pursuant to the terms of the acquisition. The value of the Deferred Consideration Shares equates to £231,340, based on the average mid-market closing price of 48.1 pence for the five days ended 14 July 2017. The Deferred Consideration Shares and the Consideration Loan Notes were issued on 17 July 2017.

Each of the vendors of Premier have agreed to be bound by certain orderly market restrictions in respect of the Deferred Consideration Shares for a period of 12 months from the issue of the Deferred Consideration Shares.

The key terms of the Consideration Loan Notes issued are:

·     interest is payable on the Consideration Loan Notes at the published base rate of the Bank of England;

·     the Consideration Loan Notes will be repayable by the Company 24 months from the date of issue;

·     the holder of the Consideration Loan Notes is entitled to require repayment of the Consideration Loan Notes at any time after 6 months from the date of issue and before the repayment date;

·     the Company will be entitled to redeem the Consideration Loan Notes at any time after 12 months from the date of issue and before the repayment date; and

·     the Consideration Loan Notes will be unsecured.

Following the Y2 Payment total consideration of £1,700,790 has been paid to the vendors of Premier since the acquisition was completed on 1 April 2016.

Under the acquisition agreement entered into between Totally and the vendors of Premier on 14 March 2016, there are a further two potential deferred payments payable in 2018 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.

Application has been made for admission of the Deferred Consideration Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission") and it is expected that Admission will become effective on 21 July 2017.

Following the issue of the Deferred Consideration Shares, the issued share capital of the Company comprises 52,488,283 ordinary shares of 10 pence, each with one voting right. Therefore the total number of ordinary shares and voting rights in the Company is 52,488,283.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Wendy Lawrence, CEO of Totally, commented, "Totally acquired Premier in April 2016 as part of its progressive buy and build strategy, targeting businesses in the £20bn per annum out of hospital healthcare sector. Its consummate performance in the fifteen months since acquisition demonstrates our ability to identify and incorporate high quality businesses into the Group."

A total of 423,703 Deferred Consideration Shares have been issued to certain PDMRs and are included in the total figures above. The FCA notification, made in accordance with the requirements of the EU Market Abuse Regulation is appended below and gives further details on the issue of Deferred Consideration Shares to PDMRs.

For further information please contact:

Notes to Editors

Totally aims to become a leading 'out of hospital' healthcare service provider in the UK, helping to address some of the biggest challenges faced by the UK healthcare sector. By working to deliver preventative and responsive care through its subsidiaries across multiple disciplines, Totally's goal is to improve people's health, reduce healthcare reliance, re-admissions and emergency admissions.

Totally, via its subsidiaries, operates within the UK's outsourced healthcare market, estimated to be worth in excess of £20bn per year for the NHS alone. These services include care in the community, GP surgeries, patients' homes, prisons and other public sector organisations, places of work as well as mobile locations.

The Company is currently engaged in delivering a progressive 'buy and build' consolidation strategy within the UK's fragmented healthcare market and raised £18 million in February 2017 to capitalise on the attractive opportunities that its disruptive, outcome-based, outsourced healthcare service model offers, to ultimately deliver value to shareholders as it continues to build critical mass in 2017 and beyond.

www.totallyplc.com 

Premier Physical Healthcare - occupational physiotherapy to NHS, prisons and the police force (acquired April 2016)

A wholly owned subsidiary of Totally, provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions. It delivers physiotherapy and podiatry to NHS patients and 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. Totally completed the acquisition of Premier Physical Healthcare Limited on 1 April 2016.

www.premierphysicalhealthcare.co.uk

About Health Limited - provider of community based dermatology services and referral management services (acquired June 2016)

A wholly owned subsidiary of Totally and a leading provider of dermatology and referral management services to the NHS in the UK. About Health has been providing community based health services under contract to the NHS since 2009 and the company is CQC registered. Totally completed the acquisition of About Health Limited on 15 June 2016.

www.abouthealthgroup.com 

Optimum Sports Performance Centre Limited - providing physiotherapy to private markets (acquired November 2016)

A wholly owned subsidiary of Totally, provides physiotherapy services in 24 towns across 10 counties in the UK. Optimum has a talented team of physiotherapists, strength and conditioning coaches and rehabilitation specialists to assist clients both in injury recovery and in training to prevent injuries occurring. Optimum became one of the first physiotherapy providers in the UK to obtain ISO9001:2008 certification in 2013. Totally completed the acquisition of Optimum Sports Performance Centre Limited on 14 November 2016.

www.optimumsportsperformance.com 

Totally Health - clinical health coaching via B2B model to the NHS and the private sector 

A wholly owned subsidiary of Totally, provides an innovative model of medically driven, and personalised Clinical Health Coaching to educate patients and give them confidence to self-manage their conditions. The service supports the management of long term conditions in patients such as chronic obstructive pulmonary disease (COPD), diabetes and wider wellness issues such as smoking cessation and obesity management.

www.totallyhealth.com 

My Clinical Coach - direct-to-consumer health-coaching service and a part of Totally Health

It covers all health conditions and is targeted at patients with either a diagnosed long-term condition or patients who are looking for support to improve their health. 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.

www.myclinicalcoach.com

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them