Penningtons Manches Cooper advises on the reverse takeover of Greenbrook Healthcare

Posted: 05/07/2019

Penningtons Manches Coopers’ corporate team has advised Greenbrook Capital LLP on the sale of Greenbrook Healthcare to AIM-listed Totally Plc. Greenbrook Healthcare is a leading provider of NHS urgent care centres across London. These centres aim to provide patients with same day urgent care, allowing A&E departments to focus on more serious injuries and illnesses, as well as life threatening cases.

The total consideration for the acquisition is £11.5 million on a cash free and debt free basis, with a normalised level of working capital. The transaction was a reverse takeover under the AIM Rules and required Totally plc to issue a new admission document and was also conditional on shareholder approval. The consideration was partly funded by a placing and an open offer. It was a complex, interesting transaction with over 170 documents on the documents list.

Oxford Corporate partner Will Axtell led Penningtons Manches’ team, principally assisted by senior associate Attilio Leccisotti, with support from client partner John Hargreaves.

Wendy Lawrence, CEO of Totally, said:

"We are thrilled to announce yet another landmark acquisition for Totally as we continue to deliver on our strategy and expand the Group. This highly complementary acquisition is an exciting and transformative opportunity, and one which offers significant operational and financial benefits. Adding such a well-regarded business as Greenbrook to our portfolio will provide us with a series of exciting growth opportunities in planned and unplanned care. Greenbrook's expertise and reputation in UCCs can be leveraged across our existing national network, in line with the NHS's commitment to integrated urgent care in its long-term plan”.

Michael Steel, CEO of Greenbrook Healthcare, said:

"We are very happy to join the Totally organisation. Since we were founded 12 years ago, Greenbrook Healthcare has built a well-respected and successful organisation delivering high quality urgent care centre based care to patients across London. However, we have been convinced for some time that the next stage of Greenbrook's growth would be best delivered by being part of a larger healthcare organisation. Totally's national platform across the full spectrum of urgent care services will be an excellent home for us. Throughout a long and complex transaction process, Will Axtell and his colleagues have provided Greenbrook with calm and considered advice and helped us to navigate each of the varied challenges that we were faced with." 

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