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

21 July 2017

Totally PLC

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

Statement re: Potential Acquisition and Suspension of Trading on AIM

Totally plc (AIM: TLY), the provider of a range of services to the healthcare sector in the UK,  today confirms that the Company has signed heads of terms on a potential acquisition which would constitute a reverse takeover under rule 14 of the AIM Rules for Companies.  Whilst the Company has entered into an exclusivity agreement until 30 September 2017 regarding the potential acquisition, any transaction remains subject to a number of factors, including completing due diligence and negotiations to the Company's satisfaction. As such, there can be no certainty that definitive documentation relating to the proposed reverse takeover will be entered into or subsequently that the reverse takeover will complete.

Should the proposed acquisition proceed approval of shareholders of the Company in a general meeting will be required. As such, a further announcement with full details of the transaction 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 for Companies, the Company's shares will be suspended from trading on AIM with effect from 1:30 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 transaction is not proceeding.

The potential acquisition would be consistent with the Company's strategy, as outlined at the time of its fundraising in February 2017, to create shareholder value through identifying attractive acquisition opportunities and acting as a consolidator in the current fragmented UK healthcare industry.

The Company will make further announcements in due course.

ENDS

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