LONDON, UK: The Board of Totally plc (AIM: TLY) has entered into an agreement to acquire the entire issued share capital of Pioneer Health Care Limited, an established independent provider of specialist NHS secondary care services.
The total consideration for the acquisition is up to £13.0 million, on a cash-free and debt-free basis. The Consideration is to be paid 80% in cash and the remaining 20% will be satisfied by the issue of new ordinary shares in Totally. £6.9 million is payable on completion, on a cash-free and debt-free basis, and up to £6.1 million is payable on a deferred basis, based on the financial performance of Pioneer in the year ending 31 March 2022.
Pioneer Healthcare delivers insourcing and outsourcing services across a wide range of surgical and medical specialities to NHS patients and holds contracts with NHS Foundation Trusts and Clinical Commissioning Groups (“CCGs”), predominantly across the North of England.
Pioneer also holds the difficult-to-acquire Any Qualified Provider (“AQP”) status, which enables it to offer services direct to NHS patients across the whole of England, free at the point of delivery, where there is sufficient demand.
The business is led by three experienced, senior NHS consultants, Mr Hesham Zaki, Professor Prasad Godbole and Mr John McMullan, who are well recognised in their chosen fields, and will continue to hold senior leadership roles within the business following the Acquisition.
Pioneer Healthcare and Totally Healthcare, which forms Totally’s Insourcing division, will be brought together to create a single, established, provider of insourcing and outsourcing services under the Pioneer brand. This combined business will leverage the strengths within each organisation to deliver its combined range of services to new and existing NHS foundation trusts, hospitals and CCGs across the UK and Ireland.
The initial cash Consideration payable will be satisfied using the existing cash resources of the Company and the remaining 20% of the initial consideration will be settled through the issue of 4,246,154 new ordinary shares in Totally at a price of 32.5 pence per share, demonstrating the commitment of Pioneer’s current leadership team to the future of the business within the enlarged Totally group.
The vendors, being Professor Godbole, Henderson Whitehall Limited (a company jointly owned by Mr Zaki and Mr McMullan) and Nicola Salkeld, the Director of Operations for Pioneer, have agreed that they will not dispose of their Initial Consideration Shares for a period of 12 months from Admission and for the period of 12 months thereafter that they will only dispose of their Initial Consideration Shares in an orderly manner via the Company’s brokers.
The Acquisition is the Company’s second in three months and supports the Board’s buy and build strategy, utilising the substantial cash balances held by the Company to strengthen its service proposition and bring further earnings-enhancing opportunities to the Group.
Wendy Lawrence, Chief Executive Officer of Totally, said: “We are delighted to welcome Pioneer Healthcare into the Totally Group. This is Totally’s second acquisition in three months, demonstrating our commitment to growing the business, delivering enhanced shareholder value through our ‘buy and build’ strategy and moving into areas where we know demand for services is outstripping current capacity.
“The Acquisition creates new opportunities for the Group and will ensure we can continue giving vital support to the NHS as it recovers from the COVID-19 pandemic.
“Pioneer’s services closely complement those provided by Totally Healthcare. The combined insourcing and outsourcing business will benefit from its stronger footprint across the UK and Ireland and the additional significant experience of the Pioneer leadership team. Pioneer has an excellent reputation in the market and we look forward delivering on the undeniable potential that is available to the combined business.”
Leave a Reply