TIDMTLY
RNS Number : 8175V
Totally PLC
16 December 2021
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the UK Market Abuse Regulation.
With the publication of this announcement, this information is now
considered to be in the public domain.
16 December 2021
Totally plc
( " Totally " , " the Company " or " the Group " )
Acquisition of Energy Fitness Professionals Limited
The Board of Totally plc (AIM: TLY), a leading provider of a
range of healthcare services across the UK and Ireland, is pleased
to announce that the Company has acquired the entire issued share
capital of Energy Fitness Professionals Limited ("Energy Fit-Pro"
or "EFP") (the "Acquisition"). EFP is a corporate fitness provider
established in 1990 to address a gap in the market for workplace
fitness, which has grown to offer a range of services covering
workplace wellbeing. The total consideration payable for the
Acquisition is up to GBP1.3 million in cash (the "Consideration")
paid on a cash free and debt free basis, with a normalised level of
working capital.
Energy Fit-Pro works with a growing number of high-profile
organisations across the UK, including large corporates, central
Government departments, universities, and colleges to provide
workplace wellbeing and corporate fitness services. Energy Fit-Pro
' s offering includes gym design and gym management, alongside
digital services to support employee wellbeing in the workplace,
focusing on physical and mental wellbeing. Energy Fit-Pro is owned
equally by the two founders, Robert Radford and Alan Gallacher, who
will continue to work in the business following the
Acquisition.
The Consideration will be satisfied by the payment of GBP1.0
million in cash on completion, satisfied using existing cash
resources of the Company, and up to GBP0.3 million in cash on a
deferred basis based on the audited financial performance of Energy
Fit-Pro for the financial year ending 31 March 2023.
The Board welcomes Energy Fit-Pro to the Group, bringing the
opportunity to offer diversification across its existing contracts
and enhance its services targeting workplace wellness, including
physical and mental wellbeing services. The Acquisition also
presents the opportunity for the Group to deliver enhanced digital
services, which complement the existing service offerings of
Totally and Energy Fit-Pro, by harnessing the technical
capabilities in both businesses.
The Acquisition is one of a number of bolt-on businesses with
which the Board is at an advanced stage of discussions. The Board
is keen to accelerate its buy and build strategy, utilising the
substantial cash balances held by the Company, to strengthen its
proposition and bring further earnings enhancing opportunities to
the Group.
Highlights:
The Acquisition provides Totally with access to a strong client
base and digital foundation to respond to increasing market demand
from employers for services which support employees with both
physical and mental wellbeing services, in physical locations and
online.
-- Allows Totally to move into the corporate/workplace wellness
marketplace through Energy Fit-Pro's digital platform 'Health Hub',
backed up by Totally's existing healthcare service offering and
expertise.
-- Totally has committed additional funds of up to GBP500,000 to
further develop Health Hub into a market leading offering.
-- The total consideration for the Acquisition is up to GBP1.3
million in cash on a cash free and debt free basis, with a
normalised level of working capital.
-- The Consideration will be satisfied by the payment of GBP1.0
million in cash on completion, satisfied using existing cash
resources of the Company with up to GBP0.3 million being payable in
cash on a deferred basis based on the audited financial performance
of Energy Fit-Pro for the financial year ending 31 March 2023
("FY2023"). The full achievement of earn out targets for FY2023 is
contingent on Energy Fit-Pro's trading returning back to
pre-pandemic profits.
-- Energy Fit-Pro, like many other businesses, was impacted by
UK Government lockdowns during the COVID-19 pandemic, including
enforced closure of all hospitality and leisure businesses.
However, the business exited the period in a good position
underpinned by its strong contract base and the ability to offer
some online services. The business has also secured additional
contracts for services that are now being mobilised.
Background to and reasons for the Acquisition:
-- Growing market for physical and mental wellbeing
The onset and ongoing impact of the COVID-19 pandemic has
brought about an increased focus on employee wellbeing,
particularly around the impact on employees ' mental health as a
result of home-working, bringing isolation for some and the
challenges of home-schooling or financial concerns for others.
Today ' s workplace continues to be changed by the pandemic. Hybrid
working has now been widely accepted and likely to become the norm
in many industries, creating new challenges for employers
delivering workplace-based wellbeing programmes and increasing
demand for virtual and flexible solutions. The Board expects demand
for these services to grow and is excited by the prospects this
presents and opportunities created as Energy Fit-Pro becomes part
of the Group.
-- Development of a digital footprint aligned with existing services
Mental health and musculoskeletal problems made up more than 25%
of sickness absences in 2020 (ONS data). Energy Fit-Pro's digital
offering, Health Hub, provides an ideal foundation for a virtual
and flexible physical and mental wellbeing platform with the
potential to become a market leader. The combination of Energy
Fit-Pro's existing mental wellbeing offering and access to physical
health and fitness services, and Totally's background and expertise
in healthcare, including physiotherapy, create a compelling
opportunity to address the growing online wellbeing market
opportunity.
-- Access to a strong contract portfolio in corporate/workplace
Energy Fit-Pro's contract portfolio includes long-standing,
long-term contracts with major corporate and government employers,
as well as a strong pipeline of new corporate customers as
employers look for enhanced services to support employee wellbeing.
This quality customer base provides Totally with access to the
corporate health and wellbeing market, balancing its existing
strong portfolio of contracts with the NHS and other healthcare
providers. The Acquisition creates further opportunities to expand
relationships with these corporate customers through additional
services such as online physio and virtual GP. The combination of
Energy Fit-Pro's offering in the corporate market and Totally's
expertise in healthcare creates a holistic offering that can help
the employee stay healthy and access expert healthcare when they
need it most.
-- Creates new service offering for existing customers
Healthcare professionals continue to work under significant
strain created by staff shortages and increased pressures
exacerbated by the COVID-19 pandemic. The Board strongly believes
there is an opportunity to support the NHS further with a physical
and mental health employee offering, giving healthcare workers
priority access to the services they need to recover from one of
the most demanding periods in living memory.
Financial information on EFP
For the year ended 31 March 2021 , unaudited management accounts
for EFP recorded revenue of GBP983,708 and a profit before tax of
GBP444,691 (which includes the impact of both government support
and the COVID-19 pandemic). Unaudited management accounts for EFP
showed gross assets as at 31 March 2021 of GBP987,000.
Wendy Lawrence, Chief Executive Officer of Totally, said:
"We are thrilled to announce a new acquisition for Totally as we
continue to deliver on our strategy and expand the Group. This
acquisition creates exciting opportunities to transform the Group
further by providing a new digital solution for many of our
existing and planned new services. Totally will now be able to
offer existing clinical, and physical and wellbeing services as
part of a new digital offering to new and existing customers.
"Energy Fit-Pro is a very well-regarded business and fits well
with our commitment to delivering quality services that ensure
people within the UK and Ireland have access to the care and
support they need. By entering the corporate market through Energy
Fit-Pro's strong existing contract base, we can further support our
traditional customers, such as the NHS, by providing solutions that
keep the population physically and mentally healthy and avoid the
need for in-hospital care where possible.
"We are excited by the opportunities that this acquisition
offers in a growing market, as large employers take greater
accountability for the health and wellbeing of their employees.
"We continue advanced discussions with a number of other bolt-on
businesses to enhance and strengthen our proposition further. I
look forward to updating the market in due course as we look to
build upon Totally's position as a leading provider of healthcare
delivery across the UK and Ireland and expand further by offering
workplace wellbeing solutions."
Investor presentation
The Company is pleased to announce that Wendy Lawrence, Chief
Executive Officer, and Lisa Barter, Chief Financial Officer, will
provide a live presentation relating to today's announcement, which
will take place at 10:00am on Tuesday, 21 December 2021.
The online presentation is open to all existing and potential
investors and will consist of a presentation followed by a Q&A
session, held on the Investor Meet Company platform.
Investors can sign up to Investor Meet Company for free and then
click "Add to meet" Totally plc via
https://www.investormeetcompany.com/totally-plc/register-investor
Investors who have already registered and clicked "Add to meet"
Totally plc, will be automatically invited.
For further information please contact:
Totally plc 020 3866 3330
Wendy Lawrence, Chief Executive Officer
Bob Holt, Chairman
Allenby Capital Limited (Nominated Adviser
& Joint Corporate Broker) 020 3328 5656
Nick Athanas / Liz Kirchner (Corporate Finance)
Amrit Nahal (Sales & Corporate Broking)
Canaccord Genuity Limited (Joint Corporate
Broker) 020 7523 8000
Bobbie Hilliam / Alex Aylen
Yellow Jersey PR 020 3004 9512
Sarah Hollins / Henry Wilkinson / Annabelle
Wills
Notes to editors
Totally plc is a leading healthcare service provider in the UK
and Ireland, working in partnership with the NHS and other
providers to deliver healthcare services through its divisions of
Urgent Care, Planned Care and Insourcing.
Totally is committed to pursuing a progressive buy-and-build
consolidation strategy within the fragmented healthcare market and
looks to capitalise on the attractive opportunities that its
disruptive service model offers, to generate value to
shareholders.
Urgent Care
Totally offers a full range of urgent care services via its
subsidiaries, Vocare and Greenbrook Healthcare, two of the largest
urgent care providers in the UK, including:
-- NHS 111 services
-- Clinical Assessment services
-- GP Out-of-Hours services
-- Urgent Treatment Centres
www.vocare.org.uk
www.greenbrook.nhs.uk
Planned Care
Totally delivers planned care services, which include community
based Out-Patient Services, Referral Management Services,
Physiotherapy and Podiatry Services. It provides these through its
planned care subsidiaries, About Health, Premier Physical
Healthcare and Optimum Physiotherapy.
www.abouthealthgroup.com
www.premierphysicalhealthcare.co.uk
www.optimum-hcs.com
Insourcing
Launched in October 2019, Totally Healthcare provides bespoke
insourcing solutions across multiple specialities to trusts and
hospitals in the UK and Ireland, reducing waiting lists by
utilising their spare capacity outside of normal working hours and
at weekends.
www.totallyhealthcarelimited.com
More information on Totally plc can be found at the following link: www.totallyplc.com .
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END
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