REG - Time Out Group plc - New Loan Note Facility

Time OutAnnouncement

24/11/2022 07:00

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RNS Number : 4752H  Time Out Group plc  24 November 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.  FOR IMMEDIATE RELEASE.

 

24 November 2022

 

Time Out Group plc

("Time Out", the "Company" or the "Group")

New Loan Note Facility

 

Time Out Group plc (AIM: TMO), the global media and hospitality business, is
pleased to announce that it has agreed a new secured loan note facility for
EUR 35,000,000, which can be extended later by mutual agreement to EUR
47,500,000 (the "Loan Note Facility" or "Facility") with Crestline Direct
Finance L.P. ("Crestline").

 

This Loan Note Facility will successfully refinance the outstanding balance
(EUR 25,384,397) of its existing loan facility between Time Out Market Limited
and Incus Capital Advisers S.A. (which is due for repayment on 30 November
2022) and provide additional working capital to support the Group's further
growth. Drawdown under the Loan Note Facility is scheduled to take place on 30
November 2022 to coincide with the repayment of the existing debt facility.

 

The Facility has a term of 4 years, with the right to redeem the Loan Notes
after 2 years. Interest may be capitalised or paid in cash, at the election of
the Company, during the first year at a rate of 9.5% plus 3-month EURIBOR and
from the second year onwards interest will be paid in cash at a rate of 8.5%
plus 3-month EURIBOR. There will separately be an exit premium payable upon
full repayment of the Loan Note Facility, calculated by reference to the
principal amount drawn.

 

In connection with the Loan Note Facility, the Company has also executed an
equity warrant instrument and agreed to issue 11,400,423 equity warrants on or
around 30 November 2022 and a further 2,264,468 at full drawdown of the Loan
Note Facility (in total representing approximately 3.6% of its fully diluted
share capital) to the Crestline subscribers. The five-year equity warrants,
which have customary anti-dilution protections, have an exercise price of 39
pence per ordinary share.

 

The Company previously agreed a loan facility of up to £8.0 million with
Oakley Capital Investments Limited ("OCI"). The drawn balance on this facility
of £5.1m will be converted to a loan note facility ("OCI Loan Note") and
extended to 31 December 2023. The terms of the OCI Loan Note will include an
interest rate of 10 per cent. per annum plus an applicable base rate, with an
arrangement fee of 2 per cent. and an exit premium.

 

As a substantial shareholder in Time Out, OCI is a related party of the
Company and the execution of the OCI Loan Note is, for the purposes of AIM
Rule 13, considered a related party transaction. The Directors of the Company
(excluding Peter Dubens, Non-Executive Chairman of the Company, David Till,
Non-Executive Director of the Company and Alexander Collins, Non-Executive
Director of the Company, who are not considered independent for the purposes
of this transaction as a consequence of being partners of Oakley Capital
Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a
non-executive director of OCI) consider that, having consulted with the
Company's nominated adviser, Liberum Capital, the terms of the OCI Loan Note
are fair and reasonable insofar as shareholders in the Company are concerned.

 

Following the refinance and the subsequent completion of the audit process the
Company confirms that it expects to announce its audited full year results for
the twelve months ended 30 June 2022 in the following weeks.

 

In line with the Company's succession plan, Patrick Foley has been appointed
Chief Financial Officer of Time Out Group, replacing Interim CFO Neil Wood.

 

Chris Ohlund, CEO of Time Out Group plc said: "We are delighted to be entering
this new facility and partnership with Crestline. It will provide us with an
improved balance sheet and the ability to continue delivering our ambitious
plans and profitable growth.

 

"We are also pleased that Patrick is joining Time Out Group as our new CFO. He
brings over 20 years' financial and commercial experience as well as broad
sector background, including as CFO of Nasdaq-listed Boxlight Corp and Art
Alliance Media Ltd, and as VP Finance for Universal Pictures International. I
look forward to working with him and would like to thank - on behalf of the
whole team and the Board - Neil for his great contribution and we wish him
well in his future endeavours."

 

-ENDS-

 

 

 For further information, please contact:

 Time Out Group plc                               Tel: +44 (0) 207 813 3000
 Chris Ohlund, CEO
 Steven Tredget, Investor Relations Director

 Liberum (Nominated Adviser and Broker)           Tel: +44 (0) 203 100 2222
 Andrew Godber / Edward Thomas / Clayton Bush

 FTI Consulting LLP                               Tel: +44 (0) 203 727 1000
 Edward Bridges / Stephanie Ellis / Fiona Walker

 

 

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 does not constitute or form part of any offer or invitation
to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or
issue, or any solicitation of any offer to sell, otherwise dispose of, issue,
purchase, otherwise acquire or subscribe for, any security.

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration thereunder.

 

 

Notes to editors

 

About Time Out Group

Time Out Group is a global media and hospitality business that inspires and
helps people experience the best of the city through its two divisions - Time
Out Media and Time Out Market. Time Out launched in London in 1968 to help
people discover the exciting new urban cultures that had started up all over
the city - today it is the only global brand dedicated to city life.
Professional journalists curate and create content about the best things to
Do, See and Eat across 333 cities in 59 countries and across a unique
multi-platform model spanning both digital and physical channels. Time Out
Market is the world's first editorially curated food and cultural market,
bringing a city's best chefs, restaurateurs and unique cultural experiences
together under one roof. The portfolio includes seven open Markets and several
new locations with expected opening dates in 2023 and beyond, in addition to a
pipeline of further locations in advanced discussions. Time Out Group PLC,
listed on AIM, is headquartered in the United Kingdom.

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