Totally confirmed that the Company has successfully completed the acquisition of Vocare, now that its enlarged share capital has been admitted to trading on AIM.
The provider of a range of out-of-hospital services to the UK healthcare sector had earlier announced it has conditionally agreed to acquire Vocare Limited, one of the leading providers of urgent care services in the UK, for an amount up to GBP11.0 million on a cash free and debt free basis, with a normalised level of working capital.
It was also confirmed that the acquisition will be satisfied through the payment of GBP6.5 million in cash from the Company’s existing cash resources upon Admission, together with the issue of 7,306,889 new Ordinary Shares in the Company, at a price of 47.9p, being equal to GBP3.5 million and up to a further GBP1.0 million may be payable subject to the achievement of an earn out based on the EBITDA of Vocare for the year ended 31 March 2018.
Totally had also said that the Company will have a market capitalisation of approximately £28.70 million, based on a mid-market price of 48.0 pence of an Ordinary Share on 21 July 2017, the date on which the Existing Ordinary Shares were suspended from trading on AIM in connection with the Acquisition.
Also proposed appointment of Lisa Barter as Finance Director with effect from 24 October 2017 in conjunction with Don Baladasan (the Group’s Existing Finance Director) moving to become a Non-Executive Director of the Enlarged Group. Prior to joining Totally in August 2017, Lisa was the Head of Divisional Finance for the healthcare division of Care UK.
Proposed change of accounting year end from 31 December to 31 March to be aligned with Vocare and the NHS.
Totally had also said that the Acquisition allows the Group to obtain a foothold in the growing urgent care sector in the UK and the Board believes it will provide the Company with a strong and commercially attractive opportunity to grow the Group and provide more comprehensive and national services in the out-of-hospital care sector.
Vocare’s integrated urgent care services offer synergies with Totally’s existing subsidiary businesses and complement its business model of providing preventative and responsive healthcare in ‘Out-of-Hospital’ settings to improve people’s health, reduce patient NHS healthcare reliance, re-admissions and emergency admissions to hospital.
Totally to benefit from Vocare’s innovative approach to the delivery of integrated urgent care services in the UK which provides the whole care pathway for urgent care (GP out-of-hours, NHS 111 and urgent care centres) which the Directors believe is rare for businesses operating in the urgent care sector.
The Directors believe that there is increasing demand and significant market opportunity for urgent care services nationwide and a need to develop innovative delivery models to support the delivery of key NHS national performance targets. Key publications such as Sir Bruce Keogh’s Urgent and Emergency Care Review, which calls for the provision of urgent care services outside of hospitals, and NHS England’s Commissioning Standards for Integrated Urgent Care (including NHS 111 and GP Out of Hour Services) clearly demonstrate the potential market for Vocare’s services.
The Enlarged Group will gain access to Vocare’s established regional presence across the UK, opening up additional NHS partnerships and contracts and enhancing and diversifying its range of services to offer integrated healthcare solutions across the whole spectrum of out-of-hospital care.