REG - Time Out Group plc Oakley Capital Inv. - Holding(s) in Company

Time OutAnnouncement

15/01/2024 07:00

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RNS Number : 6131Z  Time Out Group plc  15 January 2024

15 January 2024

Time Out Group plc

("Time Out" or the "Company")

TR-1: Standard form for notification of major holdings

As announced on 8 January, the Company was informed by its shareholders TO
Bermuda Limited and TONY Bermuda Limited, the investment holding companies of
Oakley Capital Private Equity L.P.  (the "Investment Fund") that the
Investment Fund reached the end of its life and has been liquidated. As a
result, its shares (which total 23.82% of the issued share capital of the
Company) have been redistributed to Oakley Capital Investments Limited and
individuals with a beneficial interest in the Investment Fund (the
"Redistribution").

The TR-1 notification below from Oakley Capital Investments Limited relates to
the Redistribution.

 

 NOTIFICATION OF MAJOR HOLDINGS

 1a. Identity of the issuer or the underlying issuer of existing shares to                                                                                    Time Out Group PLC
 which voting rights are attached (ii):
LEI: 213800BWH4OF8S4R8K10
 1b. Please indicate if the issuer is a non-UK issuer  (please mark with an
 "X" if appropriate)
 Non-UK issuer
 2. Reason for the notification (please mark the appropriate box or boxes with
 an "X")
 An acquisition or disposal of voting rights                                                                                                                                                                                                               X
 An acquisition or disposal of financial instruments
 An event changing the breakdown of voting rights
 Other (please specify) (iii):
 3. Details of person subject to the notification obligation (iv)
 Name                                                                                                                                                         Oakley Capital Investments Limited
 City and country of registered office (if applicable)                                                                                                        Rosebank Centre, 11 Bermudiana Road, Pembroke, HM 08, Bermuda.
 4. Full name of shareholder(s) (if different from 3.) (v)
 Name
 City and country of registered office (if applicable)
 5. Date on which the threshold was crossed or reached (vi):                                                                                                  28-12-2023
 6. Date on which issuer notified (DD/MM/YYYY):                                                                                                               09-01-2024
 7. Total positions of person(s) subject to the notification obligation
                                                                            % of voting rights attached to shares (total of 8. A)  % of voting rights through financial instruments      Total of both in % (8.A + 8.B)  Total number of voting rights held in issuer (8.A + 8.B) (vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached  37.98%                                                 0                                                     37.98%                          128,542,622
 Position of previous notification (if                                      19.92%                                                 0                                                     19.92%

 applicable)

 

 8. Notified details of the resulting situation on the date on which the
 threshold was crossed or reached (viii)
 A: Voting rights attached to shares
 Class/type of                                  Number of voting rights (ix)                                              % of voting rights

shares

 ISIN code (if possible)
                                                Direct                    Indirect                                        Direct                                           Indirect

                                                (DTR5.1)                   (DTR5.2.1)                                     (DTR5.1)                                         (DTR5.2.1)
 Ordinary GB00BYYV0629                          128,542,622               0                                               37.98%                                           0%

 SUBTOTAL 8. A                                  128,542,622                                                               37.98%

 B 1: Financial Instruments according to DTR5.3.1R (1) (a)
 Type of financial instrument                   Expiration  Exercise/                             Number of voting rights that may be acquired if the instrument is        % of voting rights

date (x)
Conversion Period (xi)

                                                                                                  exercised/converted.

                                                            SUBTOTAL 8. B 1

 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
 (1) (b)
 Type of financial instrument  Expiration                   Exercise/                   Physical or cash                                          Number of voting rights  % of voting rights

date (x)
Conversion Period (xi)

                                                                                        Settlement (xii)

                                                                                        SUBTOTAL 8.B.2

 

 9. Information in relation to the person subject to the notification
 obligation (please mark the

 applicable box with an "X")
 Person subject to the notification obligation is not controlled by any natural
 person or legal entity and does not control any other undertaking(s) holding
 directly or indirectly an interest in the (underlying) issuer (xiii)
 Full chain of controlled undertakings through which the voting rights and/or
 the

financial instruments are effectively held starting with the ultimate
 controlling natural person or legal entity (please add additional rows as
 necessary) (xiv)
 Name (xv)                           % of voting rights if it equals or is higher than the notifiable threshold  % of voting rights through financial instruments if it equals or is higher  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                 than the notifiable threshold
 Oakley Capital Investments Limited  37.98%                                                                      0                                                                           37.98%

 10. In case of proxy voting, please identify:
 Name of the proxy holder
 The number and % of voting rights held                                                                          N/A
 The date until which the voting rights will be held                                                             N/A

 11. Additional information (xvi)
 Oakley Capital Private Equity L.P. ("Fund I"), one of the private equity funds
 advised by Oakley Capital Limited, has reached the end of its term and has
 been liquidated, whereupon Oakley Capital Manager Limited ("OCML") was
 appointed as liquidating trustee. Fund I's remaining investments consisted
 solely of a direct 19.92 per cent shareholding in Time Out Group PLC ("Time
 Out"). On 28 December 2023, Fund I made an in-specie transfer of these shares
 to all Fund I investors, which has increased Oakley Capital Investments
 Limited's ("OCI" or the "Company") direct shareholding (the "In-Specie
 Transfer").

 An agreement (the "Agreement") has also been entered into by Fund I and the
 Company to, immediately prior to the In-Specie Transfer, settle Fund I's
 outstanding loan (the "Fund I Loan") previously extended to it by OCI and
 comprising approximately £8.0m of principal and £0.1m of interest
 outstanding, via the transfer of shares in Time Out (settlement of the Fund I
 loan together with the In-Specie Transfer, the "Transaction").

 As a result of the Transaction, Shares in Time Out have been transferred to
 OCI, resulting in a reduction of the Company's look-through ownership in Time
 Out via its interest in Fund I to zero, and an increase in its direct equity
 ownership in Time Out from 19.92 per cent. to 37.98 per cent. For the
 avoidance of doubt, the outstanding interest held by Fund I in Time Out as a
 result of the Transaction will decrease to 0%.

 

 Place of completion  London
 Date of completion   09-01-2024

 

 

 

 

 

 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

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

 Joshua Borlant

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

 

Notes to editors

About Time Out Group plc

Time Out Group is a global media and hospitality business that inspires and
enables people to 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.
Expert 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 in cities such as Lisbon, New
York and Dubai, several new locations with expected opening dates in 2024 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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