REG - Time Out Group plc - Firm Placing, Conditional Placing and Retail Offer
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RNS Number : 0542M Time Out Group plc 18 December 2025
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DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").
FOR IMMEDIATE RELEASE
18 December 2025
Time Out Group plc
("Time Out" or the "Company")
Launch of Firm Placing, Conditional Placing and Retail Offer
Conversion of Debt into Equity
Time Out Group plc (AIM: TMO), the global media and hospitality business,
today announces its intention to raise approximately £8.0 million (before
fees and expenses) by way of a Firm Placing, a Conditional Placing and a
Retail Offer at an issue price of 8.0 pence per New Ordinary Share (the "Issue
Price") (together, the "Capital Raising").
The Issue Price represents a discount of approximately 30.4 per cent. to the
Closing Price of 11.5 pence per Existing Ordinary Share on 17 December 2025
(being the latest practicable date prior to the release of this Announcement).
The Firm Placing consists of 35,726,000 New Ordinary Shares to raise gross
proceeds of approximately £2.9 million at the Issue Price. Oakley Capital
Investments Limited ("OCI") has committed to take up the full amount of Firm
Placing Shares being made available pursuant to the Firm Placing.
The Conditional Placing consists of 64,274,000 New Ordinary Shares to raise
gross proceeds of approximately £5.1 million at the Issue Price. In
connection with the Conditional Placing, OCI, Oakley Capital Limited ("OCL")
and Lombard Odier Asset Management (Europe) Limited ("Lombard Odier") have
each committed to take up 2,348,855, 4,377,693 and 29,403,386 Conditional
Placing Shares, respectively, with OCL further committing to take up any
additional Conditional Placing Shares not taken up by other investors pursuant
to the Conditional Placing.
Certain Directors, namely Chris Ohlund and Matt Pritchard, have indicated an
intention to subscribe for 1,500,000 New Ordinary Shares pursuant to the
Conditional Placing, which would raise gross proceeds of £120,000 in
aggregate.
The Placing is being conducted through an accelerated bookbuild process (the
"Bookbuild"), which will be launched immediately following the release of this
Announcement, in accordance with the terms and conditions set out in Appendix
2 of this Announcement, and will determine final demand for and participation
in the Placing. Panmure Liberum Limited ("Panmure Liberum") is acting as
Nominated Adviser and Sole Bookrunner in relation to the Placing. The timing
of the closing of the Bookbuild is at the absolute discretion of Panmure
Liberum (in consultation with the Company). Allocations of Placing Shares will
be determined by Panmure Liberum in its absolute discretion (in consultation
with the Company) and will be confirmed orally or by email to Placees
following the close of the Bookbuild.
In addition, the Company is launching a separate retail offer to existing and
new retail investors in the United Kingdom via RetailBook (the "Retail
Offer"). A separate announcement is expected to be made shortly following this
Announcement regarding this Retail Offer.
The Company also announces it is undertaking a debt to equity conversion
through which £4.9 million in aggregate principal amount of outstanding debt
pursuant to the August OCL Subscription Agreement (together with anticipated
accrued and unpaid interest on the August OCL Debt to (but excluding) Second
Admission of approximately £142,405) will be converted to New Ordinary Shares
at the Issue Price through the issue of 63,030,062 New Ordinary Shares, with
the remaining undrawn amount of approximately £1.1 million under the August
OCL Subscription Agreement remaining available to the Company (the "Debt for
Equity Conversion" and, together with the Capital Raising, the
"Transactions").
Completion of the Conditional Placing, the Retail Offer and the Debt for
Equity Conversion will be conditional upon, among other things, the approval
by the Company's Shareholders of certain resolutions (the "Resolutions") to be
proposed at a general meeting of the Company (the "General Meeting").
The New Ordinary Shares to be issued pursuant to the Transactions will
represent approximately 45.6 per cent. of the Existing Ordinary Shares. This
does not include the number of Retail Offer Shares to be issued pursuant to
the Retail Offer as that is currently unknown.
The Company today separately announced its audited results for the financial
year ended 30 June 2025.
Transaction Highlights
· Capital Raising, consisting of a Firm Placing and a Conditional
Placing, to raise approximately £8.0 million, before fees and expenses, via
the issue of New Ordinary Shares at the Issue Price. A Retail Offer will be
announced alongside.
· It is expected that 100,000,000 New Ordinary Shares will be issued
pursuant to the Capital Raising, which represents approximately 28.0 per cent.
of the Existing Ordinary Shares. This does not include the number of Retail
Offer Shares to be issued pursuant to the Retail Offer as that is currently
unknown.
· Net proceeds of the Capital Raising will be utilised to fund
near-term seasonal working capital shortages (including one-off restructuring
costs), to provide growth capital into new markets, and to accelerate
technology investments.
· Debt for Equity Conversion of the August OCL Debt, pursuant to which
63,030,062 New Ordinary Shares will be issued to OCL at the Issue Price in
consideration for the release of £4.9 million in aggregate principal amount
of the August OCL Debt (together with anticipated accrued and unpaid interest
on the August OCL Debt to (but excluding) Second Admission of approximately
£142,405).
· The Placing is to be conducted by way of an accelerated bookbuild
process, which will commence immediately following this Announcement. Appendix
2 of this Announcement (which forms part of this Announcement) contains the
detailed terms and conditions of the Placing.
· The Company's two largest Shareholders OCI and Lombard Odier,
together with OCL, have each provided their irrevocable commitment to
participate in the Placing and vote in favour of the Resolutions. In addition,
certain other Shareholders, including the Directors, have provided irrevocable
undertakings to vote in favour of the Resolutions at the General Meeting.
· The final number of Placing Shares will be agreed by Panmure Liberum
and the Company at the close of the Bookbuild, and the result will be
announced as soon as practicable thereafter, confirming the final details of
the Capital Raising.
· The timing for the close of the Bookbuild shall be at the absolute
discretion of Panmure Liberum, in consultation with the Company.
· Certain Directors, being Chris Ohlund and Matt Pritchard, intend to
participate in the Conditional Placing, in an amount which is expected to
comprise up to approximately £120,000 (in aggregate) through the issue of
Placing Shares.
· For the avoidance of doubt, the Capital Raising is not underwritten
by Panmure Liberum or any other party, whether as to settlement risk or
otherwise.
· At the Company's Annual General Meeting held on 11 December 2024,
the Directors were granted authorities to allot shares and disapply
pre-emption rights under section 551 and section 570 of the Act. Whilst these
authorities are sufficient to enable the Company to allot and issue the full
amount of Firm Placing Shares pursuant to the Firm Placing, these authorities
are insufficient to enable the Company to allot and issue the Conditional
Placing Shares pursuant to the Conditional Placing, the Retail Offer Shares
pursuant to the Retail Offer and the Conversion Shares pursuant to the Debt
for Equity Conversion. Accordingly, the issue of the Firm Placing Shares will
not be conditional upon Shareholder approval, and admission of the Firm
Placing Shares is expected to occur at 8.00 a.m. on 22 December 2025 (or such
later time and/or date as the Company and Bookrunner may agree).
· The issue of the second tranche of New Ordinary Shares, comprising
the Conditional Placing Shares, the Retail Offer Shares and the Conversion
Shares, will be conditional upon Shareholder approval of the Resolutions at
the General Meeting. Therefore, the Company intends to convene a General
Meeting, expected to be held on or around 6 January 2026, to authorise the
allotment of the Conditional Placing Shares, the Retail Offer Shares and the
Conversion Shares on a non-pre-emptive basis.
· Admission of the Conditional Placing Shares, the Retail Offer Shares
and the Conversion Shares is expected to occur at 8:00 a.m. on 7 January 2026
(or such later time and/or date as the Company and Bookrunner may agree).
· The New Ordinary Shares shall be fully paid and shall rank pari
passu in all respects with the Existing Ordinary Shares from First Admission
or Second Admission (as applicable).
· The Company expects to publish a circular (the "Circular") in
connection with the Transactions following the closure of the Bookbuild, in
order to convene the General Meeting.
· The Company and Panmure Liberum have entered into a Placing
Agreement in connection with the Capital Raising, pursuant to which Panmure
Liberum has agreed, subject to the terms and conditions set out therein, as
agent for and on behalf of the Company, to use its reasonable endeavours to
procure Placees for the Firm Placing Shares and Conditional Placing Shares, in
such number, if any, to be determined following completion of the Bookbuild
and as may be agreed between the Company and Panmure Liberum.
· The Firm Placing is conditional, inter alia, upon:
o First Admission becoming effective by not later than 8.00 a.m. on 22
December 2025 (or such later date as may be agreed by the Company and Panmure
Liberum); and
o the Placing Agreement becoming unconditional with respect to First
Admission and not having been terminated by Panmure Liberum in accordance with
its terms.
· The Conditional Placing and the Retail Offer are each conditional,
inter alia, upon:
o the Resolutions being passed by Shareholders at the General Meeting;
o Second Admission becoming effective by not later than 8.00 a.m. on 7
January 2026 (or such later date as may be agreed by the Company and Panmure
Liberum); and
o the Placing Agreement becoming unconditional with respect to Second
Admission and not having been terminated by Panmure Liberum in accordance with
its terms.
· The Firm Placing is not conditional upon (a) the passing of the
Resolutions at the General Meeting, or (b) completion of the Conditional
Placing and/or the Retail Offer. It is therefore possible that the Firm
Placing proceeds but the Conditional Placing and the Retail Offer do not.
· The Debt for Equity Conversion is conditional upon:
o the Resolutions being passed by Shareholders at the General Meeting;
o completion of the Firm Placing and the Conditional Placing; and
o Second Admission becoming effective by not later than 8.00 a.m. on 7
January 2026 (or such later date as may be agreed by the Company and Panmure
Liberum).
· The UK Panel on Takeovers and Mergers has been consulted in
connection with the Transactions and has granted a waiver of the requirement
under Rule 9.1 of the Takeover Code for the Concert Party Group to make a
mandatory offer, as a result of the acquisition of New Ordinary Shares
pursuant to the Placing and the Debt for Equity Conversion.
Background to and reasons for the Transactions
The Company continues to pursue its growth strategy as a globally ambitious
brand across digital (Media) and in-real life (Market) channels. Both channels
share an audience and curate the best of the city, offering trusted
recommendations online and bringing the best chefs and cultural experiences
under one roof in Markets. Synergies between the channels are increasingly
important with both contributing to increasing global brand awareness, which
in turn increases traffic to both digital and in-real life channels.
The Group's operational highlights in FY25 include:
· the Group opened three new Markets in FY25, namely Barcelona,
Bahrain and Osaka, and now operates across 13 markets in total;
· a global monthly brand audience reach of approximately 225 million,
up +50% year-on-year (FY24: 150 million), based on average monthly reach for
the six months ended June; and
· cost reduction initiatives are expected to reduce like‑for‑like
operating expenses by approximately £10 million over the period FY24 to FY26.
The Company is now seeking to raise an additional approximately £8.0 million
pursuant to the Capital Raising for operational improvements, working capital
and growth capital expenditure purposes.
Audited Results
The Company's audited results for the financial year ended 30 June 2025,
published today, have been prepared under the going concern basis of
accounting, as the Directors have a reasonable expectation that the Group and
Company will continue in operational existence and be able to settle their
liabilities as they fall due for the foreseeable future, being at least 12
months from the date of approval of the financial statements ("forecast
period"). This is subject to a material uncertainty with regards to the
requirement for the Group to refinance its senior debt facilities within the
going concern forecast period. In making this assessment, the Directors have
considered two scenarios over the forecast period:
1. The base case assumes a modest but steady period of growth across both
Markets and Media. This scenario includes an appropriate element of cost
inflation. Under the base case, subject to completion of the Placing, the
Group has sufficient cash for operations and meets all its banking covenants,
which are tested quarterly.
2. A severe but plausible downside case sensitises the base case with
owned and operated Market and Media revenues both reduced by 10 per cent.
below the base case, with further cost mitigations actioned during the
forecast period. Consistent with the base case, the sensitised case also
includes an appropriate element of cost inflation. Under the severe but
plausible downside case the Group has sufficient cash for operations, but
would require covenant amendment or waiver to meet its EBITDA to net debt
leverage covenant when tested in September 2026.
Current Trading and Outlook
The Company's audited results for the financial year ended 30 June 2025 were
released earlier today, a copy of which can be found at www.timeout.com.
The Board reports that trading across the Group is progressing in line with
management's expectations, with Time Out Markets continuing to demonstrate
EBITDA improvement and Time Out Media on track for a return to positive
EBITDA.
In relation to Time Out Markets, the Group now operates 13 markets, with four
more markets contracted to open by FY28. The newly launched smaller-format
site in Manhattan is operational and forms part of a broader optimisation
strategy. Same-site revenue initiatives are gaining traction, including an
expanded events programme and a CRM trial incorporating a loyalty proposition,
which are intended to support footfall, dwell time and frequency. The Group is
negotiating rent re‑gears at three sites where footfall is below
expectations (namely Barcelona, Chicago and Boston), and continues to see
interest from partners regarding potential new locations globally.
In relation to Time Out Media, the Group is implementing a devolved,
entrepreneurial operating model, applying proven UK best practices
internationally. Time Out Media's UK division delivered EBITDA growth of
approximately 10 per cent. in FY25. Furthermore, the Group seeks to grow the
output of social video and 'best of the city' reviews and guides. For H1 FY26,
Time Out Media revenues are projected to be broadly flat year‑on‑year with
a return to positive EBITDA.
At Group level, the Board believes that, subject to execution of the
initiatives outlined above, the Group has the potential to achieve EBITDA of
greater than £15 million within the next three years, which would be expected
to translate into material positive cash generation from operating activities.
The €35 million Crestline loan remains due for refinancing by November 2026,
and the Board continues to assess options to optimise the Group's capital
structure in advance of that maturity.
The Board remains confident in the Group's medium‑term prospects,
underpinned by an expanding Markets portfolio, improving Media profitability
and a disciplined approach to cost and capital allocation.
Media Strategy
In May 2025, the Board launched a strategy review to assess how best to
monetise the growing audience and maximise Group returns. That strategy is now
being implemented through an action plan that is delivering benefits. As
announced in the Company's FY25 results, released earlier today, Media
generated £27 million of revenue in FY25 (FY24 £36m) and an EBITDA loss of
(£1.1m) (FY24 £5.3m profit).
The Group's Media division is expected to return to EBITDA profitability in H1
of FY26. The Directors are confident that the division will deliver
sustainable profitability by:
· accelerating social video content production and conducting
high-engagement reviews;
· applying best-practice from the UK to 'rest of world' (UK EBITDA
grew +10% in FY25);
· switching from a centralised to a devolved, entrepreneurial approach
with regional managing directors being fully accountable for local audience
and EBITDA growth;
· significantly reducing operating expenses, with £10 million
expected to be removed between FY24 and FY26;
· increasing customer engagement by implementing a new CRM platform,
unifying customer data across more brand touchpoints in order to improve
audience engagement and enhance customer lifetime value; and
· advertising to the Market audience 'in real life'.
Global monthly brand audience reach has increased by approximately 45% to
approximately 232 million (based on average monthly reach for the six months
ended October 2025). The Company notes that industry‑wide changes related to
AI‑driven search are impacting web traffic and programmatic advertising
revenues, and that the Group saw fewer large client wins in the United States
over the period. UK Media delivered year‑on‑year EBITDA growth.
Use of Proceeds
It is currently expected that the proceeds of the Capital Raising, expected to
be approximately £8.0 million (gross), will be utilised primarily to:
a) provide growth capital to support expansion into new markets
(approximately £2.6 million);
b) fund IT capital expenditure, including the implementation of a new CRM
platform and improvements to the Group's technology stack (approximately £1.0
million); and
c) provide additional working capital, including meeting one-off
restructuring costs which, once completed, are expected to deliver minimum pro
forma annualised cost savings of approximately £3.5 million, with further
cost-reduction opportunities to be pursued (approximately £4.0 million).
If the Resolutions are not passed at the General Meeting, the anticipated
proceeds of the Conditional Placing and the Retail Offer will not become
available to the Company and the gross proceeds of the Capital Raising will be
reduced by approximately £5.1 million. If the Firm Placing completes, but the
Conditional Placing and the Retail Offer do not, the gross proceeds of the
Capital Raising will not exceed approximately £2.9 million.
It is intended that any Conversion Shares issued to OCL under the Debt for
Equity Conversion will be subscribed for in consideration for the release of
approximately £5.0 million of amounts outstanding under the August OCL Debt
by OCL. As such, no cash proceeds will be raised by the Company through the
issue of the Conversion Shares.
Financial Health
As detailed below, irrevocable undertakings have been received from certain
Shareholders representing 82.5 per cent. of the Existing Ordinary Shares, to
vote in favour of the Resolutions. Otherwise, in the event that the
Resolutions were not passed at the General Meeting, the Company would not be
able to proceed with the Conditional Placing, the Retail Offer or the Debt for
Equity Conversion, with the result that (a) the anticipated net proceeds of
the Conditional Placing and the Retail Offer would not become available to the
Company, and (b) approximately £5.0 million of amounts outstanding under the
August OCL Debt would not be released by OCL pursuant to the Debt for Equity
Conversion. Shareholders should note that if the Resolutions were not passed
at the General Meeting and the Company was unable to proceed with the
Conditional Placing, the Retail Offer and the Debt for Equity Conversion, the
Company would require alternative sources of funding in the near-term and
there can be no guarantee that the Company will be able to find such
alternative sources of funding on a timely basis, or at all.
The Directors consider that the scenario described above would not be in the
best interests of the Company or its Shareholders as a whole and that any
alternative financing, if available, could be on less favourable terms and
could lead to more substantial dilution for Shareholders than would be the
case under the proposed Transactions. Accordingly, the Independent Director
believes that the passing of the Resolutions is in the best interests of
Shareholders and recommends that Shareholders vote in favour of the
Resolutions at the General Meeting.
Details of the Debt for Equity Conversion
The Company is proposing to issue 63,030,062 Conversion Shares to OCL at the
Conversion Price in consideration for the release of £4.9 million in
aggregate principal amount of outstanding August OCL Debt (together with
anticipated accrued and unpaid interest on the August OCL Debt to (but
excluding) Second Admission of approximately £142,405) by OCL.
The Conversion Shares to be issued pursuant to the Debt for Equity Conversion
represent approximately 17.6 per cent. of the Existing Ordinary Shares and
will, on Second Admission (assuming the Resolutions are passed at the General
Meeting), represent approximately 12.1 per cent. of the Enlarged Share
Capital.
Application will be made to the London Stock Exchange for the Conversion
Shares to be admitted to trading on AIM. On the assumption that, amongst other
things, the Resolutions are passed by Shareholders at the General Meeting, it
is expected that Second Admission will become effective at 8.00 a.m. on 7
January 2026.
Oakley Debt Amendments
On 17 December 2025, the Company entered into an amendment to the OCI
Subscription Agreement (the "OCI Debt Amendments") in order to:
a) extend the final scheduled redemption date of the loan notes issued
under the OCI Subscription Agreement from 30 June 2026 to 30 June 2027;
b) increase the margin under the OCI Subscription Agreement from 8 per
cent. per annum to 12 per cent. per annum, applicable on and from 17 December
2025;
c) amend the definition of "Notes" to mean the £7,656,344 unsecured
floating rate notes due 30 June 2027 (which, for the avoidance of doubt,
includes accrued interest that most recently capitalised on 30 November 2025).
On 17 December 2025, the Company entered into an amendment to the February OCL
Subscription Agreement (the "February OCL Debt Amendments") in order to reduce
the margin applicable thereunder from 8 per cent. per annum to 1.5 per cent.
per annum (applicable on and from 17 December 2025). The amendments to the
February OCL Subscription Agreement were put in place such that the margin
reduction was applicable only insofar as it related to the loan notes
subscribed to by OCL (and, therefore, that any margin applicable in respect of
loan notes subscribed to by Chris Ohlund (as individual subscriber) would
remain at 8 per cent. per annum).
In addition, on 17 December 2025, the Company also entered into an amendment
to the August OCL Subscription Agreement (the "August OCL Debt Amendments") in
order to:
a) reduce the capacity under that subscription agreement to reflect the
remaining undrawn amount equal to approximately £1.1 million remaining
available to the Company under the August OCL Subscription Agreement should it
be required;
b) include certain confirmations from OCL and the Company that,
notwithstanding anything to the contrary in the August OCL Subscription
Agreement, the Company and OCL may enter into and complete the Debt for Equity
Conversion; and
c) include additional undertakings by the Company relating to the Debt
for Equity Conversion and the Conversion Shares.
Crestline Consent
The Company's ability to effect the Capital Raising, the Debt for Equity
Conversion, the OCI Debt Amendment, the February OCL Debt Amendments and the
August OCL Debt Amendments is dependent on Crestline, as senior lender,
consenting to such transactions.
On 17 December 2025, Crestline consented to the Capital Raising, the Debt for
Equity Conversion, the OCI Debt Amendments, the February OCL Debt Amendments
and the August OCL Debt Amendments and confirmed that (a) the Subordination
Requirement for the purposes of the Company entering into and completing the
Debt for Equity Conversion would be waived, (b) the OCI Debt (as amended by
the OCI Debt Amendments), the February OCL Debt (as amended by the February
OCL Debt Amendments) and the August OCL Debt (as amended by the August OCL
Debt Amendments) shall each remain as 'Permitted Financial Indebtedness' in
accordance with the terms of the Crestline Subscription Agreement, and (c) in
its capacity as (i) warrant holder, it does not wish to subscribe for any
Ordinary Shares the subject of each of the Capital Raising and the Debt for
Equity Conversion in accordance with the provisions of the warrant instrument;
and (ii) agent that, for the avoidance of doubt, each of the Capital Raising
and the Debt for Equity Conversion fall within the definition of a 'Permitted
Share Issuance' under the Subscription Agreement.
In addition to the abovementioned consents, on 17 December 2025, Crestline
also consented to certain technical amendments to the Crestline Subscription
Agreement in connection with the day to day operation of the business through
to 31 March 2026.
Related Party Transactions
As at 17 December 2025 (being the latest practicable date prior to the release
of this Announcement):
a) OCI had an interest in 136,082,622 Existing Ordinary Shares,
representing approximately 38.1 per cent. of the Existing Ordinary Shares;
b) OCL had an interest in 4,938,649 Existing Ordinary Shares,
representing approximately 1.4 per cent. of the Existing Ordinary Shares; and
c) Lombard Odier had an interest in 105,090,090 Existing Ordinary
Shares, representing approximately 29.4 per cent. of the Existing Ordinary
Shares.
Pursuant to the Oakley Subscription Agreement, OCI has agreed to subscribe for
35,726,000 Firm Placing Shares and 2,348,855 Conditional Placing Shares.
Furthermore, OCI has agreed to enter into the OCI Debt Amendments.
Pursuant to the Oakley Subscription Agreement, OCL has agreed to (a) subscribe
for a minimum of 4,377,693 Conditional Placing Shares and up to a maximum of
32,521,759 Conditional Placing Shares subject to, inter alia, the passing of
the Conditional Placing Resolutions at the General Meeting, thereby
committing to take up any such number of Conditional Placing Shares not taken
up by other investors pursuant to the Conditional Placing, and (b) subscribe
for 63,030,062 Conversion Shares pursuant to the Debt for Equity Conversion.
Furthermore, OCL has agreed to enter into the February OCL Debt Amendments and
August OCL Debt Amendments.
Pursuant to the Lombard Odier Subscription Agreement, Lombard Odier has agreed
to subscribe for 29,403,386 Conditional Placing Shares subject to, inter alia,
the passing of the Conditional Placing Resolutions at the General Meeting.
By virtue of OCI and Lombard Odier each holding more than 10 per cent. of the
Existing Ordinary Shares, they are each considered to be a related party of
the Company for the purposes of the AIM Rules. By virtue of OCL being an being
an associate of OCI which, as noted above, is a substantial shareholder and
related party of the Company, OCL is also considered to be a related party of
the Company for the purposes of the AIM Rules.
Therefore, the participation of OCI, OCL and Lombard Odier in the
Transactions, the OCI Debt Amendments, the February OCL Debt Amendments and
the August OCL Debt Amendments (as applicable) and the entry into of their
respective Subscription Agreement is, for the purpose of AIM Rule 13,
considered to be a "Related Party Transaction".
The Directors consider, having consulted with the Company's nominated adviser,
Panmure Liberum, that the terms of the transactions outlined above are fair
and reasonable insofar as Shareholders are concerned.
Following Second Admission, it is expected that (assuming the Resolutions are
passed at the General Meeting):
a) OCI will have an interest in 174,157,477 Ordinary Shares,
representing approximately 33.5 per cent. of the Enlarged Share Capital;
b) OCL will have an interest in up to 100,490,470 Ordinary Shares,
representing approximately 19.3 per cent. of the Enlarged Share Capital; and
c) Lombard Odier will have an interest in 134,493,476 Ordinary Shares,
representing approximately 25.9 per cent. of the Enlarged Share Capital.
Director Participation in the Capital Raising and Board Evaluation
The following Directors have indicated an intention to participate in the
Conditional Placing, following this Announcement:
Director Existing Ordinary Shares Conditional Placing Shares
Chris Ohlund 200,000 1,250,000
Matt Pritchard 60,000 250,000
The participations of the Chris Ohlund and Matt Pritchard in the Conditional
Placing are expected to constitute a "Related Party Transaction" pursuant to
AIM Rule 13. Further information will be set out in the 'Results of Capital
Raising' announcement expected to be released later today.
Following completion of the Transactions, the Board intends to undertake an
evaluation process, which is expected to include consideration of appointing
an additional independent non-executive director with the appropriate skills
and experience to support the Company's compliance with the QCA Corporate
Governance principles.
Admission and Settlement
Application has been made to the London Stock Exchange for the Firm Placing
Shares to be admitted to trading on AIM. Settlement for, and admission of, the
Firm Placing Shares is expected to take place at 8.00 a.m. on 22 December
2025. Application will be made in due course to the London Stock Exchange for
the Conditional Placing Shares, the Retail Offer Shares and the Conversion
Shares to be admitted to trading on AIM. Settlement for, and admission of, the
Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares
is expected to take place at 8.00 a.m. on 7 January 2026, subject to the
Company's shareholders approving the Resolutions.
The Articles permit the Company to issue Ordinary Shares in uncertificated
form. CREST is a computerised paperless share transfer and settlement system
which allows shares and other securities to be held in electronic rather than
paper form. The Existing Ordinary Shares are already admitted to CREST and
therefore the New Ordinary Shares will also be eligible for settlement in
CREST.
General Meeting and Circular
At the Company's Annual General Meeting held on 11 December 2024, the
Directors were granted authorities to allot shares and disapply pre-emption
rights under section 551 and section 570 of the Act. Whilst these authorities
are sufficient to enable the Company to allot and issue the full amount of
Firm Placing Shares pursuant to the Firm Placing, these authorities are
insufficient to enable the Company to allot and issue the Conditional Placing
Shares pursuant to the Conditional Placing, the Retail Offer Shares pursuant
to the Retail Offer and the Conversion Shares pursuant to the Debt for Equity
Conversion. Furthermore, the authorities being sought at the Company's
upcoming Annual General Meeting to be held on 31 December 2025, notice of
which was sent to Shareholders on 5 December 2025, will also be insufficient
to enable the Company to allot and issue the Conditional Placing Shares, the
Retail Offer Shares and the Conversion Shares.
Accordingly, in order for the Company to allot and issue the Conditional
Placing Shares, the Retail Offer Shares and the Conversion Shares, the Company
needs to first obtain approval from its Shareholders to grant to the Board
additional authority to allot the Conditional Placing Shares, the Retail Offer
Shares and the Conversion Shares and disapply statutory pre-emption rights
which would otherwise apply to such allotment. The Company is therefore
seeking Shareholder approval to authorise the Directors to allot securities
and disapply pre-emption rights pursuant to sections 551 and 571 of the Act
respectively, in relation to the allotment and issue of the New Ordinary
Shares pursuant to the Conditional Placing, the Retail Offer and the Debt for
Equity Conversion.
The Company expects to publish a Circular in connection with the Transactions
following the closure of the Bookbuild, in order to convene the General
Meeting. Full details of the Resolutions will be included in the Circular.
Irrevocable Undertakings
Irrevocable undertakings have been received from certain Shareholders
(including the Directors who hold Ordinary Shares) who, in aggregate, hold
324,366,777 Existing Ordinary Shares, representing 82.5 per cent. of the
Existing Ordinary Shares, to vote or, where applicable, to procure the casting
of votes by their connected persons (as defined in section 252 of the Act), in
favour of the Resolutions in respect of their own (or, as applicable, their
connected persons') beneficial holding of Existing Ordinary Shares.
Takeover Code Implications
OCI is the largest member of a concert party which was presumed to exist
between a pre-IPO shareholding group which currently comprises (among others),
OCI, OCL, and three directors of the Company being, Peter Dubens, Alexander
Collins and David Till (the "Concert Party Group").
The Concert Party Group currently holds approximately 42.5 per cent. of the
Existing Ordinary Shares.
OCI's participation in the Firm Placing and the Conditional Placing and the
receipt of Conversion Shares by OCL pursuant to the Debt for Equity Conversion
will result in the Concert Party Group's interest increasing, which would
normally trigger an obligation for the Concert Party Group to make an offer,
in accordance with the requirements of Rule 9 of the Takeover Code, for the
entire issued share capital of the Company not owned by a member of the
Concert Party Group.
The UK Panel on Takeovers and Mergers has been consulted in relation to the
Transactions and has granted a waiver of the requirement for the Concert Party
Group to make a mandatory offer under Rule 9.1 of the Takeover Code in
connection with the receipt of New Ordinary Shares by the Concert Party Group
pursuant to the Firm Placing, the Conditional Placing and the Debt for Equity
Conversion, having received confirmation from Independent Shareholders that
they approve the proposed waiver and would vote in favour of any resolution to
that effect at a general meeting, in accordance with the procedure set out in
Note 5(c) on the Notes on Dispensations from Rule 9 set out in the Takeover
Code.
Accordingly, no resolution in relation to the waiver of the requirements of
Rule 9 in connection with the participation by members of the Concert Party
Group in the Firm Placing, the Conditional Placing and the Debt for Equity
Conversion is required to be passed at the General Meeting.
Following First Admission, the Concert Party Group is expected to hold
approximately 47.7 per cent. of the issued share capital of the Company as at
the time of First Admission.
Following Second Admission (assuming the Resolutions are passed at the General
Meeting), the Concert Party Group is expected to hold up to approximately 54.8
per cent. of the Enlarged Share Capital, depending on the level of
participation in the Capital Raising from other investors. Note this is before
the impact of the Retail Offer.
Therefore, following Second Admission, the members of the Concert Party Group
may hold in aggregate more than 50 per cent. of the Company's voting share
capital. If and for as long as the Concert Party Group holds Ordinary Shares
carrying more than 50 per cent. of the Company's voting share capital, further
acquisitions of Ordinary Shares by the Concert Party Group would not carry any
consequences under Rule 9.1 of the Takeover Code. Acquisitions of Ordinary
Shares by any member of the Concert Party Group would be subject to Note 4 on
Rule 9.1 of the Code.
In addition, under the terms of the Relationship Agreement, OCI and OCL have
agreed not to acquire any further Ordinary Shares, subject to certain
exceptions. The restriction in the Relationship Agreement has been waived by
the Company to allow OCI and OCL to acquire New Ordinary Shares pursuant to
the Transactions, but any further acquisitions of Ordinary Shares by the
Concert Party Group would be subject to the terms of the Relationship
Agreement.
Relationship Agreement
On 9 June 2016, the Company, OCI, TO (Bermuda) Limited ("TO"), TONY (Bermuda)
Limited ("TONY") and Oakley Capital GP Limited ("GP") entered into a
relationship agreement (the "Relationship Agreement") to regulate the
relationship between the Company and the Oakley Concert Party following the
Company's IPO. In 2023, TO, TONY and GP ceased to be parties to the
Relationship Agreement and OCL (together with OCI the "Controlling
Shareholders") agreed to become a party to the Relationship Agreement and be
subject to its terms and conditions.
The principal purpose of the Relationship Agreement is to ensure that the
Company is capable of carrying on, at all times, its business independently of
the Controlling Shareholders and their respective associates. The Relationship
Agreement contains undertakings that each of the Controlling Shareholders
shall, and shall procure that their respective associates shall:
(a) conduct any transactions and relationships between the Company (or any
member of the Group) and it, or any of its associates, on an arm's length
basis and in accordance with the AIM Rules;
(b) not take any action that would have the effect of preventing the Company
from complying with its obligations under the AIM Rules or be prejudicial to
the Company's status as an AIM-quoted company (including, for example, voting
on a resolution in relation to a proposed delisting by the Company);
(c) not take any action that would prevent, or which would be reasonably
likely to have the effect of preventing, the Company from carrying on its
business independently of the Controlling Shareholders and for the benefit of
its shareholders as a whole;
(d) exercise its voting or other rights and powers (and procure that any
Director appointed by it exercises his powers as a Director) to ensure,
insofar as is within its power or control, that the Company shall operate and
make decisions for the benefit of Shareholders as a whole and not solely for
the benefit of the Controlling Shareholders; and
(e) abstain from voting, and shall procure that any Director appointed by it
abstains from voting, on any resolution to approve a related party transaction
involving it, the other Controlling Shareholder or their respective
associates.
In accordance with the terms of the Relationship Agreement, for so long as the
Controlling Shareholders and their respective associates retain (i) an
aggregate interest of equal to or greater than 10 per cent. in the issued
ordinary share capital of the Company, they shall be entitled (but not
required) to appoint one Non-Executive Director, and (ii) an aggregate
interest of equal to or greater than 20 per cent. in the issued ordinary share
capital of the Company, they shall be entitled (but not required) to appoint
one further Non-Executive Director to the Board.
The Relationship Agreement provides that none of the obligations described
above will prevent the Controlling Shareholders or their respective associates
from:
(a) accepting, or providing an irrevocable undertaking to accept, a
takeover offer made in accordance with the Takeover Code in relation to their
respective interests in the Company or, where such takeover offer is made by
way of a scheme of arrangement under sections 895 to 899 of the Act (a
"Scheme"), voting in favour of such Scheme at the court and related
shareholder meetings or otherwise agreeing to sell their Ordinary Shares in
connection with a takeover offer;
(b) making a takeover offer by way of a general offer for all of the
outstanding Ordinary Shares or by way of a Scheme and delisting the Company
after it becomes entitled to do so or, in the case of a Scheme, after it has
become effective;
(c) purchasing Ordinary Shares in the market in connection with a takeover
offer;
(d) disposing of Ordinary Shares pursuant to a scheme of reconstruction
under section 110 of the Insolvency Act 1986 in relation to the Company or
pursuant to a compromise or arrangement under section 896 of the Act providing
for the acquisition by any person (or group of persons acting in concert, as
such expression is defined in the Takeover Code) of 50 per cent. or more of
the Ordinary Shares;
(e) choosing to accept or not to accept any offer by the Company to purchase
its own Ordinary Shares which is made on identical terms to the holders of
Ordinary Shares of the same class;
(f) choosing to take up or not to take up any Ordinary Shares offered to
them under a rights issue, bonus issue or stock dividend issue conducted by
the Company, provided that the Controlling Shareholders' percentage
shareholding in the Company does not increase as a result; or
(g) otherwise exercising its rights as a Shareholder in accordance with
the AIM Rules, except where to do so would result in a breach of the terms of
the Relationship Agreement.
For so long as the Oakley Concert Party holds 50 per cent. or more of the
issued share capital of the Company, the Controlling Shareholders and their
respective associates must obtain the prior written consent of the Company
before they can acquire further Ordinary Shares.
The Relationship Agreement will terminate if the Ordinary Shares cease to be
admitted to trading on AIM or the Controlling Shareholders and their
respective associates cease to retain an aggregate interest of 10 per cent. or
more of the issued ordinary share capital of the Company (or an interest which
carries 10 per cent. or more of the aggregate voting rights in the Company
from time to time).
The Independent Director believes that the terms of the Relationship Agreement
enable the Company to carry on its business independently from the Controlling
Shareholders and their respective associates, and ensure that all transactions
and relationships between the Company and the Controlling Shareholders are,
and will be, at arm's length and on a normal commercial basis.
Expected Timetable of Principal Events
Announcements of the Transactions 18 December 2025
Announcements of the results of the Capital Raising 18 December 2025
Publication of the Circular and Forms of Proxy 19 December 2025
First Admission and commencement of dealings in the Firm Placing Shares on AIM 8.00 a.m. on 22 December 2025
expected to commence
Expected date for CREST accounts to be credited with the Firm Placing Shares As soon as practicable after 8.00 a.m. on 22 December 2025
pursuant to the Firm Placing in uncertificated form
Latest time and date for receipt of completed Forms of Proxy and receipt of 9.30 a.m. on 2 January 2026
electronic proxy appointments via the CREST system
General Meeting 9.30 a.m. on 6 January 2026
Results of the General Meeting expected to be announced through a Regulatory 6 January 2026
Information Service
Second Admission and commencement of dealings in the Conditional Placing 8.00 a.m. on 7 January 2026
Shares, the Retail Offer Shares and the Conversion Shares on AIM expected to
commence
Expected date for CREST accounts to be credited with the Conditional Placing As soon as practicable after 8.00 a.m. on 7 January 2026
Shares, the Retail Offer Shares and the Conversion Shares pursuant to the
Conditional Placing, the Retail Offer and the Debt for Equity Conversion in
uncertificated form
Expected date for dispatch of definitive share certificates in respect of the by 21 January 2026
Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares
to be issued in certificated form
Each of the times and dates in the table above is indicative only and may be
subject to change. If any of the details contained in the timetable above
should change, the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service. References to times are
to London time unless stated otherwise. The timetable above assumes that the
Resolutions are passed at the General Meeting without amendment and that the
Placing Agreement becomes unconditional in all respects with respect to
Admission and is not terminated in accordance with its terms by Panmure
Liberum.
For further information, please contact:
Time Out Group plc Tel: +44 (0) 207 813 3000
Chris Ohlund, CEO
Matt Pritchard, CFO
Steven Tredget, Investor Relations Director
Panmure Liberum (Nominated Adviser and Bookrunner) Tel: +44 (0) 203 100 2222
Andrew Godber / Edward Thomas / John More / Phoebe Bunce
Rupert Dearden / Rauf Munir
FTI Consulting LLP Tel: +44 (0) 203 727 1000
Edward Bridges
This Announcement is released by Time Out Group plc and contains inside
information for the purposes of Article 7 of MAR, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of the Transactions
with the result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is set out in
this Announcement. Therefore those persons that received inside information in
a market sounding are no longer in possession of such inside information
relating to the Company and its securities.
For the purposes of MAR, the person responsible for this Announcement is Matt
Pritchard, Chief Financial Officer.
Important Notices
The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement
via the Regulatory Information Service, this inside information is now
considered to be in the public domain.
This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition and performance and
which involve a number of risks and uncertainties. The Company cautions
readers that no forward-looking statement is a guarantee of future performance
and that actual results could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as "aim", "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", or other
words of similar meaning. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events and
circumstances, including, but not limited to, economic and business
conditions, the effects of continued volatility in credit markets,
market-related risks such as changes in the price of commodities or changes in
interest rates and foreign exchange rates, the policies and actions of
governmental and regulatory authorities, changes in legislation, the further
development of standards and interpretations under International Financial
Reporting Standards ("IFRS") applicable to past, current and future periods,
evolving practices with regard to the interpretation and application of
standards under IFRS, the outcome of pending and future litigation or
regulatory investigations, the success of future explorations, acquisitions
and other strategic transactions and the impact of competition. A number of
these factors are beyond the Company's control. As a result, the Company's
actual future results may differ materially from the plans, goals, and
expectations set forth in the Company's forward-looking statements. You should
not place undue reliance on forward-looking statements. Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made. Except as required by the FCA, the London Stock
Exchange or applicable law, the Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unauthorised or unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities law of any such jurisdiction.
This Announcement is not an offer of securities for sale in or into the United
States. The New Ordinary Shares have not been and will not be registered under
the US Securities Act 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, delivered or transferred, directly
or indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. The Company does not
intend to register any portion of the Capital Raising in the United States or
to conduct a public offering of securities in the United States. The New
Ordinary Shares are being offered and sold pursuant to the Transactions only
outside the United States in "offshore transactions" as defined in and
pursuant to Regulation S under the US Securities Act.
This Announcement does not contain an offer or constitute any part of an offer
to the public within the meaning of Sections 85 and 102B of the FSMA or
otherwise. This Announcement is not an "approved prospectus" within the
meaning of Section 85(7) of the FSMA and a copy of it has not been, and will
not be, delivered to the FCA in accordance with the Prospectus Rules or
delivered to any other authority which could be a competent authority for the
purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended
(the "UK Prospectus Regulation"). Its contents have not been examined or
approved by the London Stock Exchange, nor has it been approved by an
"authorised person" for the purposes of Section 21 of the FSMA. This
Announcement is being distributed to persons in the United Kingdom only in
circumstances in which section 21(1) of the FSMA does not apply.
This Announcement is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors within the meaning of
article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom,
persons who (i) have professional experience in matters relating to
investments who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net worth
companies, unincorporated associations or partnerships or trustees of high
value trusts as described in article 49(2) of the Order and (ii) are qualified
investors as defined in article 2(e) of the UK Prospectus Regulation and (c)
otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "Relevant Persons"). Any
investment in connection with the Transactions will only be available to, and
will only be engaged with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this Announcement or any of its contents.
This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by Panmure Liberum (apart from the responsibilities or liabilities
that may be imposed by the FSMA or other regulatory regime established
thereunder) or by any of its affiliates or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefor is expressly disclaimed.
Panmure Liberum, which is authorised and regulated in the United Kingdom by
the FCA, is acting as nominated adviser and sole bookrunner for the Company
and for no-one else in connection with the Transactions, and Panmure Liberum
will not be responsible to anyone other than the Company for providing the
protections afforded to its customers or for providing advice to any other
person in relation to the Transactions or any other matter referred to herein.
Panmure Liberum has not authorised the contents of, or any part of, this
Announcement and no liability whatsoever is accepted by Panmure Liberum nor
does it make any representation or warranty, express or implied, for the
accuracy of any information or opinion contained in this Announcement or for
the omission of any information. No representation, responsibility or
warranty, express or implied, is made by Panmure Liberum or any of its
directors, officers, employees or agents as to the contents of this
Announcement in connection with the Transactions or any other matters referred
to in this Announcement. Accordingly, Panmure Liberum disclaims all and any
responsibility or liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this Announcement. Nothing in this
paragraph shall serve to exclude or limit any responsibilities which Panmure
Liberum may have under FSMA or the regulatory regime established thereunder.
The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Panmure Liberum that would permit an offering of such
shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required to inform themselves about, and to observe,
such restrictions.
The Announcement does not constitute a recommendation concerning any
investor's options with respect to the Transactions. The New Ordinary Shares
to which this Announcement relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of the New Ordinary
Shares should conduct their own due diligence, analysis and evaluation of the
business and date described in this Announcement, including the New Ordinary
Shares. The pricing and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of this
Announcement are not to be construed as financial, legal, business or tax
advice. If you do not understand the contents of this Announcement you should
consult an authorised financial adviser, legal adviser, business adviser or
tax adviser for financial, legal, business or tax advice.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, dissemination, reproduction, or disclosure of this
information in whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the US Securities Act or the applicable
laws of other jurisdictions.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that
such New Ordinary Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible
for distribution through all distribution channels as are permitted by UK
MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in the MiFID
II Product Governance Requirements) should note that: the price of the New
Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Transactions. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Panmure Liberum will only procure investors
(pursuant to the Transactions) who meet the criteria of professional clients
and eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of UK MiFID II; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the New Ordinary Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the New Ordinary Shares and determining appropriate distribution
channels.
Panmure Liberum may, in accordance with applicable laws and regulations,
engage in transactions in relation to the New Ordinary Shares and/or related
instruments for its own account and, except as required by applicable laws or
regulations, does not propose to make any public disclosure in relation to
such transactions.
Appendix 1
Definitions
"Act" the Companies Act 2006 (as amended)
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"Annual General Meeting" an annual general meeting of the Company
"August OCL Debt" the £4.9 million OCL loan notes issued to OCL pursuant to August OCL
Subscription Agreement, together with (where the context requires) any accrued
but unpaid interest
"August OCL Subscription Agreement" the £6 million loan note instrument entered into by the Company and OCL dated
25 August 2025
"Board" or "Directors" the directors of the Company as at the date of this Announcement
"Bookbuild" the accelerated bookbuild process undertaken by Panmure Liberum in connection
with the Conditional Placing pursuant to the terms of the Placing Agreement
"Capital Raising" the Firm Placing, the Retail Offer and the Conditional Placing
"Capital Raising Shares" the Firm Placing Shares, the Conditional Placing Shares and the Retail Offer
Shares
"certificated" or "in certificated form" a share or other security not held in uncertificated form (i.e. not in CREST)
"Circular" the circular to be published by the Company in connection with the
Transactions and the General Meeting
"Closing Price" the closing middle market quotation of the Existing Ordinary Shares, as
derived from the AIM Appendix to the Daily Official List of the London Stock
Exchange
"Company" or "Time Out" Time Out Group plc, a company incorporated in England & Wales and with
registered number 07440171
"Conditional Placees" certain existing and other investors of the Company, including OCI, OCL and
Lombard Odier and certain Directors of the Company, being Chris Ohlund and
Matt Pritchard
"Conditional Placing" the conditional placing by Panmure Liberum on behalf of the Company of the
Conditional Placing Shares pursuant to the Placing Agreement, conditional
upon, inter alia, the passing of the Resolutions at the General Meeting
"Conditional Placing Shares" 64,274,000 New Ordinary Shares to be issued to the Conditional Placees at the
Issue Price pursuant to the Conditional Placing
"Conversion Price" the price at which the Conversion Shares are to be issued and allotted to OCL
pursuant to the Debt for Equity Conversion, being 8 pence per Conversion Share
"Conversion Shares" 63,030,062 New Ordinary Shares to be issued and allotted to OCL at the
Conversion Price pursuant to the Debt for Equity Conversion
"Concert Party Group" the concert party presumed to exist between a shareholding group which
includes, inter alios, OCI, OCL, and three directors of the Company being,
Peter Dubens, Alexander Collins and David Till
"Controlling Shareholders" OCI and OCL
"CREST" a relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any
enactment or subordinate legislation which amends or supersedes those
regulations and any applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in force
"Crestline Subscription Agreement" the subscription agreement dated 24 November 2022 between, amongst others, the
Company and Crestline
"CRM" customer relationship management
"Daily Official List" the daily publication of official quotations for all securities traded on the
London Stock Exchange
"Debt for Equity Conversion" the conversion at the Conversion Price of the £4.9 million outstanding
principal amount of the OCL Debt (together with any accrued and unpaid
interest to (but excluding) Second Admission) into the Conversion Shares on
the terms set out in the Oakley Subscription Agreement
"Enlarged Share Capital" the issued ordinary share capital of the Company as enlarged by the issue of
the New Ordinary Shares, assuming no other new Ordinary Shares are issued in
the interim but excluding any New Ordinary Shares to be issued pursuant to the
Retail Offer (the quantum of which is currently unknown)
"Euroclear" Euroclear UK & International Limited
"Existing Ordinary Shares" the 357,408,117 existing Ordinary Shares in issue as at 17 December 2025
(being the latest practicable date prior to this Announcement)
"FCA" the Financial Conduct Authority when exercising functions under Part VI of
FSMA
"February OCL Debt" the £5.0 million loan notes issued to OCL and Sven Torbjorn Ohlund (as
subscribers) pursuant to the terms of the February OCL Subscription Agreement
"February OCL Debt Amendments" has the meaning given to such term in the paragraph titled 'Oakley Debt
Amendments'
"February OCL Subscription Agreement" a £5.0 million loan note instrument entered into by the Company, Sven
Torbjorn Ohlund and OCL (as subscribers) dated 21 February 2025
"Firm Placing" the firm placing by Panmure Liberum on behalf of the Company of the Firm
Placing Shares pursuant to the Placing Agreement
"Firm Placing Shares" 35,726,000 New Ordinary Shares to be issued to OCI at the Issue Price pursuant
to the Firm Placing
"First Admission" the admission of the Firm Placing Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"Form of Proxy" the form of proxy for use in connection with the General Meeting
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"General Meeting" the general meeting of the Company to be held at 1st Floor, 172 Drury Lane,
London, WC2B 5QR at 9.30 a.m on 6 January 2026, or any adjournment thereof,
notice of which is to be set out in the Circular
"GP" Oakley Capital GP Limited
"Group" the Company and its subsidiary undertakings
"Independent Director" Lord Rose of Monewden
"Independent Shareholders" Shareholders who are independent of the Concert Party Group holding shares
carrying more than 50 per cent. of Ordinary Shares which would be capable of
being cast on a Rule 9 waiver resolution for the purposes of the Takeover Code
"IPO" initial public offering
"Irrevocable Undertakings" the irrevocable undertakings described in the paragraph titled 'Irrevocable
Undertakings' of this Announcement
"Issue Price" the price at which the Capital Raising Shares are to be issued and allotted
pursuant to the Capital Raising, being 8 pence per Capital Raising Share
"Lombard Odier" Lombard Odier Asset Management (Europe) Limited
"Lombard Odier Subscription Agreement" the agreement dated 18 December 2025 between Lombard Odier, Panmure Liberum
and the Company pursuant to which Lombard Odier has agreed to participate in
the Capital Raising
"London Stock Exchange" London Stock Exchange plc
"MAR" the Market Abuse Regulation (EU) no. 596/2014 (as amended) as it forms part of
the domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (as amended)
"New Ordinary Shares" the Ordinary Shares to be issued pursuant to the Transactions
"Notice of General Meeting" the notice of General Meeting to be set out in the Circular
"Oakley Subscription Agreement" the agreement dated 18 December 2025 between OCI, OCL, Panmure Liberum and the
Company pursuant to which (a) OCI has agreed to participate in the Capital
Raising, and (b) the Debt for Equity Conversion will be implemented
"OCI" Oakley Capital Investments Limited
"OCI Debt Amendments" has the meaning given to such term in the paragraph titled 'Oakley Debt
Amendments'
"OCI Subscription Agreement" a approximately £5.3 million subscription agreement entered into by the
Company and OCI dated 30 November 2022, as such subscription agreement was
amended on 7 November 2023 and 29 October 2024
"OCL" Oakley Capital Limited
"Official List" the Official List of the FCA
"Ordinary Shares" the ordinary shares of £0.001 each in the share capital of the Company
"Panmure Liberum" Panmure Liberum Limited, the Company's nominated adviser and sole bookrunner
in connection with the Capital Raising
"Placing" the Firm Placing and the Conditional Placing
"Placing Agreement" the conditional agreement dated 18 December 2025 entered into between the
Company and Panmure Liberum in respect of the Capital Raising
"Placing Shares" the Firm Placing Shares and the Conditional Placing Shares
"Registrar" Equiniti Limited, a private limited company incorporated in England &
Wales under registered number 06226088 and having its registered office at
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, the Company's
registrar
"Regulation S" Regulation S under the US Securities Act
"Regulatory Information Service" has the meaning given in the AIM Rules
"Relationship Agreement" the relationship deed dated 9 June 2016 between the Company and certain
members of the Concert Party Group
"Resolutions" the resolutions to be proposed at the General Meeting, to be set out in the
Notice of General Meeting and "Resolution" shall be a reference to any one of
them
"RetailBook" the retail capital raising platform owned and operated by Retail Book Limited
and known as RetailBook which will host the Retail Offer
"Retail Offer" the offer made by the Company to existing Shareholders and new investors of
the Retail Offer Shares at the Issue Price via RetailBook in the United
Kingdom
"Retail Offer Shares" the New Ordinary Shares to be issued by the Company to retail investors in
connection with the Retail Offer
"Scheme" a scheme of arrangement under sections 895 to 899 of the Act
"Second Admission" the admission of the Conditional Placing Shares, the Retail Offer Shares and
the Conversion Shares to trading on AIM becoming effective in accordance with
the AIM Rules
"Shareholders" the holders of Existing Ordinary Shares and "Shareholder" shall mean any one
of them
"Subordination Requirement" the requirement on the Company to not pay any amount of principal or any other
amount under the August OCL Debt unless and until the secured obligations
under the Crestline Subscription Agreement have been unconditionally and
irrevocably paid and/or discharged in full
"Takeover Code" the City Code on Takeovers and Mergers
"Time Out Markets" the markets division of the Group
"Time Out Media" the media division of the Group
"TO" TO (Bermuda) Limited
"TONY" TONY (Bermuda) Limited
"Transactions" the Capital Raising and the Debt for Equity Conversion
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"US Securities Act" the US Securities Act of 1933, as amended
"£" or "pounds sterling" or "sterling" UK pounds sterling, being the lawful currency of the United Kingdom
"€" or "Euros" the single European currency unit
Appendix 2
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO
WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) COMES ARE
REQUIRED BY THE COMPANY AND PANMURE LIBERUM TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR
INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "EU
PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"), (B) IF IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS
AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY
VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK
PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND (C) TO PERSONS TO WHOM
IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE (EACH A "RELEVANT PERSON"). NO OTHER
PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING
THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX)
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO
SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES
IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE
AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH
THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD PURSUANT TO THE
TRANSACTIONS ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS
DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT
("REGULATION S"). THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons (including individuals, funds or otherwise) who are invited to and who
have chosen to participate in the Placing (and any person acting on such
person's behalf), being the Firm Placing and/or Conditional Placing, by making
an oral or written offer to subscribe for Placing Shares will be deemed to
have read and understood this Announcement, including this Appendix, in its
entirety and to be making such offer on the terms and conditions, and to be
providing the representations, warranties, acknowledgements, and undertakings
contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to subscribe for Placing Shares has been given. In
particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares that are
allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it within the
United Kingdom as a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation, (i) the Placing Shares acquired by it in
the Placing have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in the United Kingdom or to
which the UK Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of Panmure Liberum
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such persons;
3. in the case of any Placing Shares acquired by it within the
EEA as a financial intermediary, as that term is used in Article 5(1) of the
EU Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any member state of the EEA or to
which the EU Prospectus Regulation otherwise applies other than EU Qualified
Investors or in circumstances in which the prior consent of Panmure Liberum
has been given to the offer or resale; or (ii) where Placing Shares have been
acquired by it on behalf of persons in any member state of the EEA other than
EU Qualified Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;
4. (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are purchasing the Placing Shares
in an "offshore transaction" as defined in Regulation S; (ii) it is aware of
the restrictions on the offer and sale of the Placing Shares pursuant to
Regulation S; and (iii) the Placing Shares have not been offered to it by
means of any "directed selling efforts" as defined in Regulation S;
5. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements and agreements
contained in this Announcement;
6. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer restrictions set out
in this Appendix;
7. it acknowledges that the Placing Shares have not been and
will not be registered under the US Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold or transferred, directly or indirectly, within
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States; and
8. the Company and Panmure Liberum will rely upon the truth and
accuracy of the foregoing representations, acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement. Any representation to the contrary is a criminal offence
in the United States.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix (or
the Announcement of which it forms part) should seek appropriate advice before
taking any action.
Details of the Placing
Panmure Liberum, acting as Placing Agent, has entered into a placing agreement
with the Company (the "Placing Agreement") under which, subject to the
conditions set out therein, Panmure Liberum has agreed to use its reasonable
endeavours to procure subscribers for the Placing Shares at the Issue Price.
The Placing Shares will, when issued, rank pari passu in all respects with the
existing issued Ordinary Shares, including the right to receive dividends and
other distributions declared, made or paid following First Admission (as
defined below) in respect of the Firm Placing Shares and Second Admission (as
defined below) in respect of the Conditional Placing Shares.
Applications for admission to trading
Application will be made to London Stock Exchange plc ("LSE") for admission of
the Firm Placing Shares ("First Admission") to trading on AIM, a market of
that name operated by LSE ("AIM") in accordance with the AIM Rules for
Companies. It is expected that First Admission will become effective and that
dealings in the Firm Placing Shares will commence on AIM at 8.00 a.m. on 22
December 2025, and in any event no later than 5.00 p.m. 2 January 2026.
Subject to the passing of the Resolutions at a General Meeting of the Company,
a further application will be made to the LSE for admission of the Conditional
Placing Shares ("Second Admission") to trading on AIM in accordance with the
AIM Rules for Companies. It is expected that Second Admission will become
effective and that dealings in the Conditional Placing Shares will commence on
AIM at 8.00 a.m. on 7 January 2026, and in any event no later than 5.00 p.m.
21 January 2026.
Bookbuild
Panmure Liberum will today commence the bookbuilding process in respect of the
Placing (the "Bookbuild") to determine demand for participation in the Placing
by Placees. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Panmure Liberum and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Participation in, and principal terms of, the Placing
Panmure Liberum is arranging the Placing as agent for and on behalf of the
Company. Participation in the Placing will only be available to Placees who
may lawfully be, and are, invited to participate by Panmure Liberum. Panmure
Liberum's agents and their respective affiliates are each entitled to enter
bids in the Bookbuild as principal.
The number of Placing Shares to be issued will be agreed between Panmure
Liberum and the Company following completion of the Bookbuild. The number of
Placing Shares will be announced on a Regulatory Information Service following
the completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by telephone or
in writing to their usual sales contact at Panmure Liberum. Each bid should
state the number of Placing Shares which the prospective Placee wishes to
acquire at the Issue Price established by the Company and Panmure Liberum.
Bids may be scaled down by Panmure Liberum on the basis referred to below.
The Bookbuild is expected to close no later than 6.00 p.m. on 18 December 2025
but may be closed earlier or later at the absolute discretion of Panmure
Liberum. Panmure Liberum may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed. The Company reserves the right
(upon the agreement of Panmure Liberum) to reduce or seek to increase the
amount to be raised pursuant to the Placing.
Panmure Liberum will determine in its absolute discretion (in consultation
with the Company) the extent of each Placee's participation in the Placing,
which will not necessarily be the same for each Placee and this will be
confirmed orally or in writing by Panmure Liberum as agent of the Company
("Confirmation"). No element of the Placing will be underwritten. The
Confirmation will constitute an irrevocable legally binding commitment upon
that person (who will at that point become a Placee) to subscribe for the
number of Placing Shares allocated to it at the Issue Price on the terms and
conditions set out in this Appendix (a copy of the terms and conditions having
been provided to the Placee prior to or at the same time as such oral or
written confirmation) and in accordance with the Company's articles of
association. Each prospective Placee's allocation and commitment will be
evidenced by a contract note or an electronic trade confirmation issued to
such Placee by Panmure Liberum. The terms of this Appendix will be deemed
incorporated by reference therein. For the avoidance of doubt, the
Confirmation constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay the
aggregate settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if any)
subscribed for by any other investor(s) and, except with the consent of
Panmure Liberum, the Confirmation will not be capable of variation or
revocation after the time at which it is submitted.
Panmure Liberum reserves the right to scale back the number of Placing Shares
to be subscribed by any Placee in the event of an oversubscription under the
Placing. Panmure Liberum also reserves the right not to accept offers for
Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to Panmure Liberum, on the Company's
behalf, the Issue Price for each Placing Share agreed to be acquired by it
under the Placing in accordance with the terms set out herein. Each Placee's
obligation to acquire and pay for Placing Shares under the Placing will be
owed to Panmure Liberum and the Company. Each Placee has an immediate,
separate, irrevocable and binding obligation, owed to Panmure Liberum, to pay
to it (or as it may direct) in cleared funds an amount equal to the product of
the Issue Price and the number of Placing Shares such Placee has agreed to
subscribe for. Each Placee will be deemed to have read and understood this
Appendix in its entirety, to be participating in the Placing upon the terms
and conditions contained in this Appendix, and to be providing the
representations, warranties, agreements, acknowledgements and undertakings, in
each case as contained in this Appendix. To the fullest extent permitted by
law and applicable FCA rules (the "FCA Rules"), neither (i) Panmure Liberum,
(ii) any of its respective directors, officers, employees or consultants, or
(iii) to the extent not contained within (i) or (ii), any person connected
with Panmure Liberum as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have any
liability to Placees or to any person other than the Company in respect of the
Placing.
Irrespective of the time at which a Placee's participation in the Placing is
confirmed, settlement for Firm Placing Shares will occur on the date specified
for the Firm Placing, and settlement for Conditional Placing Shares will occur
on the date specified for the Conditional Placing, each on the basis explained
below under 'Registration and settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions
referred to below under 'Conditions of the Placing' and to the Placing not
being terminated on the basis referred to below under 'Termination of the
Placing Agreement'. In the event that the Placing Agreement is not entered
into or does not otherwise become unconditional in any respect or, after
having been entered into, is terminated prior to either First Admission or
Second Admission (as applicable), the Placing will not proceed and all funds
delivered by the Placee to Panmure Liberum in respect of the Placee's
participation will be returned to the Placee at the Placee's risk without
interest.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not otherwise be capable of rescission or termination
by the Placee.
By participating in the Placing, each Placee is deemed to have read and
understood this Announcement, including this Appendix, in its entirety and to
be making such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings contained in
this Appendix.
To the fullest extent permissible by law, neither the Company, nor Panmure
Liberum nor any of their respective affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither Panmure Liberum nor any of its affiliates
shall have any liability (including, to the extent permissible by law, any
fiduciary duties) in respect of Panmure Liberum's conduct of the Bookbuild or
of such alternative method of effecting the Placing as Panmure Liberum and the
Company may agree.
Conditions of the Placing
The Placing is conditional upon, among other things, the Placing Agreement
becoming unconditional in all respects and not having been terminated in
accordance with its terms.
The obligations of Panmure Liberum under the Placing Agreement in respect of
the Firm Placing Shares are conditional on, amongst other things:
a) the Company having complied with all of its material obligations
under the Placing Agreement to the extent that such obligations fall to be
performed prior to First Admission; and
b) First Admission having occurred no later than 8.00 a.m. on 22
December 2025, or such later date as the Company and Panmure Liberum may
agree, but in any event not later than 5.00 p.m. on 2 January 2026.
The obligations of Panmure Liberum under the Placing Agreement in respect of
the Conditional Placing Shares are conditional on, amongst other things:
a) the Company having complied with all of its material obligations
under the Placing Agreement to the extent that such obligation fall to be
performed prior to Second Admission;
b) the despatch of the Shareholder Circular by the Company to the
Shareholders by no later than 19 December 2025 (or such later time and/or date
as the Company and the Placing Agent may agree);
c) the passing at the General Meeting of the Resolutions; and
d) Second Admission having occurred no later than 8.00 a.m. on 7
January 2026, or such later date as the Company and Panmure Liberum may agree,
but in any event not later than 5.00 p.m. on 21 January 2026.
If (i) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Panmure Liberum by the
respective time or date where specified, (ii) any of such conditions become
incapable of being fulfilled or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by the Placee in respect thereof.
Panmure Liberum, at its discretion and upon such terms as it thinks fit, may
waive (where capable of waiver) compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the conditions in
the Placing Agreement. Any such extension or waiver will not affect Placees'
commitments as set out in this Announcement (including this Appendix).
None of Panmure Liberum, the Company or any other person shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision they may make as to whether or
not to waive or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to the
satisfaction of any condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such decision is
within the absolute discretion of Panmure Liberum.
Termination of the Placing Agreement
Panmure Liberum is entitled at any time before First Admission or Second
Admission, as applicable, to terminate the Placing Agreement in respect of the
Firm Placing Shares at any time prior to First Admission, and in respect of
the Conditional Placing Shares at any time prior to the Second Admission, in
relation to its obligations under the Placing Agreement by giving notice to
the Company if, amongst other things:
(a) the Company is in material breach of any of its obligations
under the Placing Agreement; or
(b) any statement in this Announcement or any other document or
announcement issued or published by or on behalf of the Company in connection
with the Capital Raising has become or been discovered to be untrue or
inaccurate in any material respect or misleading; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to First Admission or Second
Admission (as applicable) (by reference to the facts and circumstances then
existing), untrue or inaccurate in any material respect or misleading; or
(d) matters have arisen or have been discovered which would, if
this Announcement, or any other document or announcement issued or published
by or on behalf of the Company in connection with the Capital Raising, were to
be issued at that time, constitute a material inaccuracy or omission
therefrom; or
(e) there shall have occurred, happened or come into effect (i)
any outbreak or escalation of hostilities, any attack or act of terrorism, any
declaration of a national emergency or war and any other calamity or crisis of
national or international effect; or (ii) any suspension or limitation of
trading generally on the New York Stock Exchange, the NASDAQ National Market
or the LSE, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices of securities have been required, by any of said
exchanges or by such system or by order of any governmental authority, or a
material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States or in Europe (including
the United Kingdom); or (iii) any material adverse change in national or
international financial, monetary, economic, political or market conditions,
which, in each case, in the opinion of Panmure Liberum acting in good faith
makes it impractical or inadvisable to proceed with the Capital Raising.
Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement, subject to certain exceptions, and all monies received from
a Placee pursuant to the Placing shall be returned within three business days
of termination to such Placee without interest, at the risk of the relevant
Placee and each Placee agrees that no claim can be made by or on behalf of the
Placee (or any person on whose behalf the Placee is acting) in respect
thereof.
By participating in the Placing, Placees agree that the exercise by Panmure
Liberum of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of Panmure Liberum and that
they need not make any reference to Placees and that they shall have no
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be
submitted to be approved by the FCA or submitted to the LSE in relation to the
Placing and Placees' commitments will be made solely on the basis of their own
assessment of the Company, the Placing Shares and the Placing based on the
Company's publicly available information taken together with the information
contained in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement, and subject to the further terms set forth in the contract
note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix) is exclusively the
responsibility of the Company and confirms that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company, Panmure Liberum or any other person and none
of Panmure Liberum nor the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. No Placee should consider
any information in this Announcement (including this Appendix) to be legal,
tax or business advice. Each Placee should consult its own legal adviser, tax
adviser and/or business adviser for legal, tax and business advice regarding
an investment in the Placing Shares. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following First Admission or
Second Admission (as applicable) will take place within the system
administered by CREST, subject to certain exceptions. The Company reserves the
right to require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees by such other means that it deems necessary,
including in certificated form if, in the reasonable opinion of Panmure
Liberum, delivery or settlement is not possible or practicable within the
CREST system or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.
Participation in the Placing is only available to persons who are invited to
participate in it by Panmure Liberum.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or in writing with Panmure Liberum. Such
agreement will constitute a legally binding commitment on such Placee's part
to acquire that number of Placing Shares at the Issue Price on the terms and
conditions set out or referred to in this Appendix and subject to the
Company's articles of association.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a contract note or electronic trade confirmation in
accordance with the standing arrangements in place with Panmure Liberum,
stating the number of Placing Shares allocated to it at the Issue Price, the
aggregate amount owed by such Placee to Panmure Liberum and settlement
instructions.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Panmure
Liberum. Settlement should be through Panmure Liberum against CREST ID: 4FQAQ
and Member Account ID: 2013904).
Settlement of transactions in the Firm Placing Shares will be on a delivery
versus payment basis and settlement is expected to take place on or around 22
December 2025.
Settlement of transactions in the Conditional Placing Shares will be on a
delivery versus payment basis and settlement is expected to take place on or
around 7 January 2026.
The Company will deliver the Placing Shares to the CREST account operated by
Panmure Liberum as agent for the Company and Panmure Liberum will enter their
delivery (DEL) instruction into the CREST system. The input to CREST by a
Placee of a matching or acceptance instruction will then allow delivery of the
relevant Placing Shares to that Placee against payment.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above SONIA as determined by Panmure Liberum.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Company may sell any or all of the Placing Shares allocated
to that Placee on such Placee's behalf and retain from the proceeds, for the
Company's account and benefit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on Panmure Liberum all such authorities and powers necessary to carry
out any such transaction and agrees to ratify and confirm all actions which
Panmure Liberum lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note or electronic trade confirmation
is copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
UK stamp duty or stamp duty reserve tax. If there are any other circumstances
in which any stamp duty or stamp duty reserve tax (including any interest and
penalties relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares),
neither Panmure Liberum nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each Placee (and any
person acting on such Placee's behalf) acknowledges, undertakes, represents,
warrants and agrees (as the case may be) that:
1. it has read and understood this Announcement, including
this Appendix, in its entirety and that its participation in the Placing and
its acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;
2. it has received this Announcement solely for its use and
has not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the Placing
(including any electronic copies thereof);
3. no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has not
received a prospectus, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing Shares;
4. its participation in the Placing shall also be subject to
the provisions of the Placing Agreement and the memorandum and articles of
association of the Company in force both before and immediately after First
Admission or Second Admission (as applicable);
5. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company prior to the
date of this Announcement (the "Publicly Available Information"); (ii) the
Ordinary Shares are admitted to trading on AIM, and the Company is therefore
required to publish certain business and financial information in accordance
with the rules and practices of AIM (collectively, the "Exchange
Information"), which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and loss
account and that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such information or
comparable information concerning any other publicly traded company without
undue difficulty, and (iii) it has had access to such financial and other
information (including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing and the
Placing Shares, as well as the opportunity to ask questions) concerning the
Company, the Placing and the Placing Shares as it has deemed necessary in
connection with its own investment decision to acquire any of the Placing
Shares and has satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to participate
in the Placing;
6. none of Panmure Liberum, the Company or any of their
respective affiliates, agents, directors, officers, employees or any person
acting on behalf of any of them has provided, and will not provide, it with
any material regarding the Placing Shares or the Company other than the
information included in this Announcement; nor has it requested any of Panmure
Liberum, the Company, any of their respective affiliates or any person acting
on behalf of any of them to provide it with any such information;
7. the content of this Announcement (including this Appendix)
is exclusively the responsibility of the Company and that neither Panmure
Liberum, nor any person acting on its behalf has or shall have any liability
for any information, representation or statement contained in this
Announcement or any information previously published by or on behalf of the
Company and will not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in
this Announcement or otherwise. Each Placee further represents, warrants and
agrees that the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Publicly Available
Information (including the Exchange Information), such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any other
information given or representations, warranties or statements made by Panmure
Liberum or the Company or their respective affiliates and neither Panmure
Liberum nor the Company nor their respective affiliates will be liable for any
Placee's decision to accept an invitation to participate in the Placing based
on any other information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in deciding to
participate in the Placing;
8. to the extent it has received any inside information (for
the purposes of the UK Market Abuse Regulation (the UK version of EU
Regulation No. 596/2014 as it forms part of UK law as retained EU law as
defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as
amended ("UK MAR")) and section 56 of the Criminal Justice Act 1993) in
relation to the Company and its securities, it has not: (a) dealt (or
attempted to deal) in the securities of the Company; (b) encouraged,
recommended or induced another person to deal in the securities of the
Company; or (c) unlawfully disclosed inside information to any person, prior
to the information being made publicly available;
9. neither Panmure Liberum nor any person acting on its behalf
nor any of their respective affiliates has or shall have any liability for any
Publicly Available Information (including any Exchange Information), or any
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
10. it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR and in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act
2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations
2007, the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (the "Regulations") and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect thereof and
the Money Laundering Sourcebook of the FCA and, if making payment on behalf of
a third party, that satisfactory evidence has been obtained and recorded by it
to verify the identity of the third party as required by the Regulations;
11. if within the United Kingdom it is a financial intermediary,
as that term is used in Article 5(1) of the UK Prospectus Regulation, the
Placing Shares subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom or to which the UK
Prospectus Regulation otherwise applies other than to UK Qualified Investors,
or in circumstances in which the prior consent of Panmure Liberum has been
given to the proposed offer or resale;
12. if within the EEA it is a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the Placing
Shares subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA or to which the
EU Prospectus Regulation otherwise applies other than to EU Qualified
Investors, or in circumstances in which the prior consent of Panmure Liberum
has been given to the proposed offer or resale;
13. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA;
14. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to First Admission or Second
Admission as applicable except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their business or otherwise in circumstances
which have not resulted in and which will not result in an offer to the public
in any member state of the EEA within the meaning of the EU Prospectus
Regulation (including any relevant implementing measure in any member state);
15. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the
FSMA) relating to the Placing Shares in circumstances in which section 21(1)
of the FSMA does not require approval of the communication by an authorised
person;
16. it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
Placing Shares in, from or otherwise involving, the United Kingdom;
17. if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK
Qualified Investor or is a person to whom this Announcement may otherwise be
lawfully communicated;
18. any offer of Placing Shares may only be directed at persons
in member states of the EEA who are EU Qualified Investors and represents and
agrees that, in the EEA, it is such an EU Qualified Investor;
19. (i) it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to this
participation in the Placing (including executing and delivering all documents
necessary for such participation); (iii) it is and will remain liable to the
Company and/or Panmure Liberum for the performance of all of its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations, and that its subscription of the Placing Shares will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise; (iv) it has paid any
issue, transfer or other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may result in the
Company, Panmure Liberum or any of their affiliates or any person acting on
their behalf being in breach of the legal and/or regulatory requirements of
any territory in connection with the Placing. Each Placee agrees that the
provisions of this paragraph 19 shall survive the resale of the Placing Shares
by or on behalf of any person for whom it is acting;
20. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be, a resident
of, or with an address in, the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa and that the Placing Shares have not
been and will not be registered under the US Securities Act or with any
securities regulatory authority of any state or jurisdiction of the United
States, or the relevant Australian, Canadian, Japanese, New Zealand or South
African securities legislation and therefore the Placing Shares may not be
offered, sold, transferred or delivered directly or indirectly into the United
States, Australia, Canada, Japan, New Zealand or the Republic of South Africa
or their respective territories and possessions, except subject to limited
exemptions;
21. it has complied with all relevant laws and regulations of
all relevant territories, obtained all requisite governmental or other
consents which may be required in connection with the Placing Shares, complied
with all requisite formalities and that it has not taken any action or omitted
to take any action which will or may result in Panmure Liberum, the Company or
any of their respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any territory in
connection with the Placing;
22. its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation to prepare
or file a prospectus or similar document or any other report with respect to
such purchase; (ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the Company;
23. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this Announcement on
the due time and date set out herein, failing which the relevant Placing
Shares may be placed with other subscribers or sold as Panmure Liberum may in
its discretion determine and it will remain liable for any amount by which the
net proceeds of such sale falls short of the product of the Issue Price and
the number of Placing Shares allocated to it and may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or penalties
due pursuant to the terms set out or referred to in this Announcement) which
may arise upon the sale of such Placee's Placing Shares on its behalf;
24. none of Panmure Liberum nor any of its affiliates, nor any
person acting on behalf of any of them, is making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of Panmure Liberum for the
purposes of the Placing and that Panmure Liberum has no duties or
responsibilities to it for providing the protections afforded to its clients
or for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any conditions or
exercise any termination right;
25. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the case may be.
Neither Panmure Liberum nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to participate in the Placing and it agrees to indemnify the Company
and Panmure Liberum in respect of the same on the basis that the Placing
Shares will be allotted to the CREST stock account of Panmure Liberum who will
hold them as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
26. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or Panmure Liberum in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock exchange;
27. Panmure Liberum and its affiliates will rely upon the truth
and accuracy of the representations, warranties and acknowledgements set forth
herein and which are irrevocable and it irrevocably authorises Panmure Liberum
to produce this Announcement, pursuant to, in connection with, or as may be
required by, any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;
28. it agrees to indemnify on an after tax basis and hold the
Company and Panmure Liberum and their respective affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;
29. it will acquire any Placing Shares subscribed for by it for
its account or for one or more accounts as to each of which it exercises sole
investment discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such account;
30. its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in the future be made to the terms of
the Placing and that Placees will have no right to be consulted or require
that their consent be obtained with respect to the Company's conduct of the
Placing. The foregoing representations, warranties and confirmations are given
for the benefit of the Company and Panmure Liberum. The agreement to settle a
Placee's subscription (and/or the subscription of a person for whom such
Placee is contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question. Such
agreement assumes, and is based on a warranty from each Placee, that neither
it, nor the person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the Placing Shares
will not be allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance
Act 1986 (depositary receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event the
Placee agrees that it shall be responsible for such stamp duty or stamp duty
reserve tax, and neither the Company nor Panmure Liberum shall be responsible
for such stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify Panmure Liberum accordingly;
31. no action has been or will be taken by any of the Company,
Panmure Liberum or any person acting on behalf of the Company or Panmure
Liberum that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for that purpose
is required;
32. in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares. It further confirms that it is experienced
in investing in securities of this nature in this sector and is aware that it
may be required to bear, and is able to bear, the economic risk of, and is
able to sustain a complete loss in connection with the Placing. It further
confirms that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
33. it has (i) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial considerations in
connection herewith to the extent it deems necessary; (ii) had access to
review publicly available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment decision;
(iii) reviewed such information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (iv) made its
investment decision based upon its own judgment, due diligence and analysis
and not upon any view expressed or information provided by or on behalf of
Panmure Liberum;
34. it may not rely on any investigation that Panmure Liberum or
any person acting on its behalf may or may not have conducted with respect to
the Company or the Placing and Panmure Liberum has not made any representation
to it, express or implied, with respect to the merits of the Placing, the
subscription for the Placing Shares, or as to the condition, financial or
otherwise, of the Company, or as to any other matter relating thereto, and
nothing herein shall be construed as a recommendation to it to subscribe for
the Placing Shares. It acknowledges and agrees that no information has been
prepared by Panmure Liberum or the Company for the purposes of this Placing;
35. it will not hold Panmure Liberum or any of its affiliates or
any person acting on their behalf responsible or liable for any misstatements
in or omission from any publicly available information relating to the Company
or information made available (whether in written or oral form) in
presentations or as part of roadshow discussions with investors relating to
the Company (the "Information") and that neither Panmure Liberum nor any
person acting on behalf of Panmure Liberum makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such Information or accepts any responsibility for any of such Information;
36. the Placee is a person located outside the United States and
is subscribing for Placing Shares only in an "offshore transaction" as defined
in and pursuant to Regulation S;
37. the Placee is not acquiring Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S;
38. it is not acting on a non-discretionary basis for the account
or benefit of a person located within the United States at the time the
undertaking to subscribe for Placing Shares is given; and
39. the foregoing representations, warranties and confirmations are
given for the benefit of the Company and Panmure Liberum and are irrevocable.
The Company, Panmure Liberum and their respective affiliates, agents,
directors, officers and employees and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations, warranties and
agreements and it agrees that if any of the acknowledgements, representations,
warranties and agreements made in connection with its acquiring of Placing
Shares is no longer accurate, it shall promptly notify the Company and Panmure
Liberum. It irrevocably authorises Panmure Liberum and the Company to produce
this Announcement pursuant to, in connection with, or as may be required by,
any applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set out herein.
The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company for the
Placing Shares in question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the warranty
from each Placee, that the Placing Shares are not being acquired in connection
with arrangements to issue depositary receipts or to issue or transfer the
Placing Shares into a clearance service. If there are any such arrangements,
or the settlement relates to any other dealing in the Placing Shares, stamp
duty or stamp duty reserve tax or other similar taxes may be payable, for
which neither the Company nor Panmure Liberum will be responsible and each
Placee shall indemnify on an after-tax basis and hold harmless the Company,
Panmure Liberum and their respective affiliates, agents, directors, officers
and employees for any stamp duty or stamp duty reserve tax paid by them in
respect of any such arrangements or dealings.
In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the United Kingdom by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. Each Placee agrees to indemnify on an
after-tax basis and hold harmless the Company, Panmure Liberum and their
respective affiliates, agents, directors, officers and employees from any and
all interest, fines or penalties in relation to any such duties or taxes to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify Panmure Liberum accordingly.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that Panmure Liberum or any of its affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares.
When a Placee or person acting on behalf of the Placee is dealing with Panmure
Liberum, any money held in an account with Panmure Liberum on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Panmure Liberum money in accordance with the
client money rules and will be used by Panmure Liberum in the course of its
own business; and the Placee will rank only as a general creditor of Panmure
Liberum.
All times and dates in this Announcement may be subject to amendment. Panmure
Liberum shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is not a guide to future performance and persons needing
advice should consult an independent financial adviser.
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AnnouncementREG - Time Out Group plc - Result of Firm and Conditional Placing
AnnouncementREG - Time Out Group plc - Firm Placing, Conditional Placing and Retail Offer
AnnouncementREG - Time Out Group plc - Retail Offer
AnnouncementREG - Time Out Group plc - Preliminary results & announcement of £8m placing
Announcement