REG - Time Out Group plc - Result of Firm and Conditional Placing

Time OutAnnouncement

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RNS Number : 1629M  Time Out Group plc  18 December 2025

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES 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) ("MAR").

FOR IMMEDIATE RELEASE

18 December 2025

Time Out Group plc

("Time Out" or the "Company")

Result of Firm and Conditional Placing

Time Out Group plc (AIM: TMO) (the "Company"), the global media and
hospitality business, is pleased to announce that, following the announcement
made earlier today (the "Launch Announcement") regarding the launch of a Firm
Placing, a Conditional Placing and a Retail Offer (together, the "Capital
Raising"), the accelerated Bookbuild process has completed and the Company has
successfully placed 100,000,000 Placing Shares of £0.001 each in the capital
of the Company at an Issue Price of 8 pence per New Ordinary Share, raising
gross proceeds of approximately £8.0 million.

Pursuant to the Firm Placing, a total of 35,726,000 New Ordinary Shares have
been placed with OCI, raising gross proceeds of approximately £2.9 million.
It is expected that First Admission in respect of the Firm Placing Shares will
occur at 8.00 a.m. on 22 December 2025.

Pursuant to the Conditional Placing, a total of 64,274,000 New Ordinary Shares
have been placed with investors, raising gross proceeds of approximately £5.1
million. It is expected that, subject to the passing of the Resolutions by
Shareholders at the General Meeting, Second Admission in respect of the
Conditional Placing Shares will occur at 8.00 a.m. on 7 January 2026.

Allocations in the Capital Raising will be confirmed to Placees as soon as
practicable today. Panmure Liberum Limited ("Panmure Liberum") is acting as
Nominated Adviser and Sole Bookrunner in connection with the Placing.

Retail Offer

As announced earlier today, the Company has also launched a Retail Offer
through RetailBook. The Retail Offer provides existing and new retail
Shareholders in the United Kingdom with an opportunity to participate in the
Capital Raising at the same Issue Price as the Firm Placing and the
Conditional Placing. A separate announcement is expected to be made later
today following this Announcement regarding the results of this Retail Offer.

Director participation

The participation by certain Directors in the Conditional Placing is set out
below:

 Name            Position/                Number of Existing Ordinary Shares  Number of Conditional Placing Shares  Number of Ordinary Shares held following Second Admission*  % of issued share capital held following Second Admission*

status
 Chris Ohlund    Executive Director, CEO  200,000                             1,250,000                             1,450,000                                                   0.28%
 Matt Pritchard  Executive Director, CFO  60,000                              250,000                               310,000                                                     0.06%

*Note this does not include the impact of the Retail Offer

The participation in the Conditional Placing of Chris Ohlund and Matt
Pritchard, both existing Directors of the Company, constitutes a "Related
Party Transaction" pursuant to Rule 13 of the AIM Rules for Companies (the
"Directors' Related Party Transactions").

The Independent Director of the Company for the purpose of the Directors'
Related Party Transactions, Lord Rose, having consulted with Panmure Liberum,
the Company's Nominated Adviser, considers the terms of the Directors' Related
Party Transactions to be fair and reasonable insofar as Shareholders of the
Company are concerned.

Debt for Equity Conversion

As detailed in the Launch Announcement, the Company will, subject to the
passing of the Resolutions by Shareholders at the General Meeting, 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. It is expected that Second Admission in respect of the
Conversion Shares will occur at 8.00 a.m. on 7 January 2026.

Significant Shareholder Participation

As detailed in the Launch Announcement, Oakley Capital Investments Limited
("OCI") agreed to subscribe for, and has been allocated, 35,726,000 Firm
Placing Shares and 2,348,855 Conditional Placing Shares. Following First
Admission, OCI will hold approximately 43.7 per cent. of the issued share
capital of the Company as at the time of First Admission.

In addition, Oakley Capital Limited ("OCL") has been allocated 9,250,226
Conditional Placing Shares pursuant to the Conditional Placing and will
subscribe for 63,030,062 Conversion Shares pursuant to the Debt for Equity
Conversion.

Therefore, following First Admission, the Concert Party Group will hold
187,454,852 Ordinary Shares, representing approximately 47.7 per cent. of the
issued share capital of the Company as at the time of First Admission.
Following Second Admission, subject to the passing of the Resolutions by
Shareholders at the General Meeting, the Concert Party Group will hold
262,083,995 Ordinary Shares, representing approximately 50.4 per cent. of the
Enlarged Share Capital. The number of Ordinary Shares held by the Concert
Party Group as a percentage of the Enlarged Share Capital following Second
Admission may change depending on the extent of the participation of existing
and new retail Shareholders in the Retail Offer. A separate announcement is
expected to be made later today following this Announcement regarding the
results of this Retail Offer.

As detailed in the Launch Announcement, Lombard Odier Asset Management
(Europe) Limited ("Lombard Odier") agreed to subscribe for, and has been
allocated, 29,403,386 Conditional Placing Shares pursuant to the Conditional
Placing. Following Second Admission, Lombard Odier will hold approximately
25.8 per cent. of the Enlarged Share Capital.

Settlement and Admission of Ordinary Shares to trading on AIM

As set out in the Launch Announcement, it is expected that the Firm Placing
Shares and the Conditional Placing Shares will be settled in two tranches.

The Firm Placing Shares, consisting of 35,726,000 New Ordinary Shares
(representing approximately 10.0% of the Existing Ordinary Shares) is expected
to settle on or before 8.00 a.m. on 22 December 2025. The issue of the Firm
Placing Shares is not conditional upon Shareholder approval of the
Resolutions.

The issue of the Conditional Placing Shares, comprising a further 64,274,000
New Ordinary Shares (representing approximately 18.0% of the Existing Ordinary
Shares), will be subject to the passing of the Resolutions at the General
Meeting to be held on or around 6 January 2026. The Company expects to publish
a Circular in connection with the Transactions on or around 19 December 2025,
in order to convene the General Meeting.

The Firm Placing Shares and the Conditional Placing shares will be issued
credited as fully paid and will, on issue, rank pari passu in all respects
with the Existing Ordinary Shares of the Company, including the right to
receive all dividends and other distributions thereafter declared, made or
paid following First Admission in respect of the Firm Placing Shares and
Second Admission in respect of the Conditional Placing Shares.

Application has been made to the London Stock Exchange for the Firm Placing
Shares to be admitted to trading on AIM ("First Admission"). It is expected
that First Admission will be effective and settlement of the Firm Placing
Shares will commence at 8:00 a.m. on 22 December 2025.

Application will be made to the London Stock Exchange for the Conditional
Placing Shares to be admitted to trading on AIM ("Second Admission"). It is
expected that Second Admission will be effective and settlement of the
Conditional Placing Shares will commence at 8.00 a.m. on 7 January 2026.

General Meeting

Set out in the Circular will be a notice convening the General Meeting of the
Company which is expected to be held at 1st Floor, 172 Drury Lane, London,
WC2B 5QR on 6 January 2026 at 9.30 a.m., at which the Resolutions will be
proposed. Please note that the summary and explanation set out below is not
the full text of the Resolutions and Shareholders should read the full text of
the Resolutions as set out in the Notice of General Meeting before returning
their Form of Proxy.

The Resolutions can be summarised as follows:

a)            Resolution 1 - this will be proposed as an ordinary
resolution and seeks the approval of Shareholders to authorise the Directors
to allot the Conditional Placing Shares, the Retail Offer Shares and the
Conversion Shares in connection with the Conditional Placing, the Retail Offer
and the Debt for Equity Conversion; and

b)            Resolution 2 - this will be proposed as a special
resolution and seeks the approval of Shareholders to authorise the Directors
to disapply pre-emption rights in connection with the allotment of the
Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares.

Save in respect of the allotment of the New Ordinary Shares, the grant of
options to officers and/or employees under employee share plans or other
similar incentive arrangements and pursuant to any exercise of existing
options in respect of Ordinary Shares, the Directors have no current intention
to allot shares, or rights to subscribe or convert into shares, in the capital
of the Company.

Shareholders should note that, if the Resolutions are not passed by
Shareholders at the General Meeting, the Conditional Placing, the Retail Offer
and the Debt for Equity Conversion will not complete.

Total voting rights

Following First Admission, the Company's enlarged issued ordinary share
capital will be 393,134,117. With effect from First Admission, this figure may
be used by Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company under the Disclosure Guidance and
Transparency Rules of the FCA.

The Company consulted with a number of its major Shareholders prior to the
Placing and has respected the principles of pre-emption as far as possible
through the allocation process. The Company is pleased by the support it has
received from existing Shareholders.

Capitalised terms used but not defined in this Announcement shall have the
meaning given to them in the Launch Announcement, save where context otherwise
dictates.

 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

 

Note

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 Capital
Raising 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, this Announcement is being made on behalf of the
Company by Matt Pritchard, Chief Financial Officer.

Important Information:

 

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 Capital Raising 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 Capital Raising, 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 Capital Raising or any other matter referred to
herein.

 

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 Capital Raising. 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 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.

 

 

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