Totally pays another £1.2m towards Premier acquisition

Out-of-hospital services provider Totally confirmed the payment of deferred consideration for its 2016 acquisition of Premier Physical Healthcare on Tuesday, after the acquisition’s financial performance for the second earn-out period to 31 March was in line with expectations.

The AIM-traded firm said the second deferred payment was £1.156m, calculated based on the EBITDA of Premier for the year to 31 March in accordance with the methodology detailed in the acquisition agreement.

Totally and Premier agreed on and announced the acquisition on 15 March 2016, confirming a maximum consideration of £6.75m at the time.

It said the second payment had been settled through the payment of £863,681 in cash, the issue of loan notes with an aggregate nominal value of £61,691, and the issue of 480,957 new ordinary shares of 10p each at a price of 48.1p per share, pursuant to the terms of the acquisition.

Totally said the value of the deferred consideration shares equated to £231,340, based on the average mid-market closing price of 48.1p for the five days ended 14 July, with the deferred consideration shares and the consideration loan notes issued on 17 July.

“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,” said CEO Wendy Lawrence.

“Its consummate performance in the fifteen months since acquisition demonstrates our ability to identify and incorporate high quality businesses into the group.”