REG - Time Out Group plc - Result of Placing

Time OutAnnouncement

30/10/2024 13:30

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RNS Number : 2728K  Time Out Group plc  30 October 2024

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

30 October 2024

Time Out Group plc

("Time Out" or the "Company")

Result of 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
Placing (the "Placing"), it has successfully placed 16,796,806 new Ordinary
Shares of £0.001 each in the capital of the Company (the "Placing Shares") at
a price of 50 pence per Existing Ordinary Share (the "Issue Price") raising
gross proceeds of approximately £8.4 million.

Allocations in the Placing 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.

Director participation

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

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

status
 Peter Dubens       Non- Executive Chair     8,350,485                           666,666                   9,017,151                                           2.52%
 Chris Ohlund       Executive Director, CEO  -                                   200,000                   200,000                                             0.06%
 Matt Pritchard     Executive Director, CFO  -                                   60,000                    60,000                                              0.02%
 David Till         Non-Executive Director   384,553                             666,666                   1,051,219                                           0.29%
 Alexander Collins  Non-Executive Director   34,055                              200,000                   234,055                                             0.07%

The participation in the Placing of Peter Dubens, Chris Ohlund, Matt
Pritchard, David Till and Alexander Collins, all existing directors of the
Company, constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules for Companies (the "Directors' Related Party Transaction").

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

Other related party transactions

Oakley Capital Investments Limited ("OCI") has agreed to subscribe for
7,540,000 Placing Shares (the "Oakley Related Party Transaction") and Lombard
Odier Asset Management (Europe) Limited ("Lombard Odier") has agreed to
subscribe for 4,642,774 Placing Shares (the "Lombard Odier Related Party
Transaction"), in each case pursuant to the Placing.

The participation in the Placing of each of OCI and Lombard Odier, both
existing substantial Shareholders in the Company, constitutes a related party
transaction pursuant to Rule 13 of the AIM Rules for Companies.

Each of the directors of the Company, having consulted with Panmure Liberum,
the Company's Nominated Adviser, considers the terms of the Lombard Odier
Related Party Transaction to be fair and reasonable insofar as Shareholders of
the Company are concerned.

Each of the directors of the Company (other than Peter Dubens, David Till and
Alex Collins, who are associated with OCI), having consulted with Panmure
Liberum, the Company's Nominated Adviser, considers the terms of the Oakley
Related Party Transaction to be fair and reasonable insofar as Shareholders of
the Company are concerned.

Concert Party participation

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, Oakley Capital Limited, and three directors of the Company being, Peter
Dubens, Alexander Collins and David Till (the "Concert Party Group"). OCI has
agreed to subscribe for 7,540,000 Placing Shares pursuant to the Placing
which, following Admission, will result in OCI holding approximately 38.10 per
cent. of the enlarged issued ordinary share capital of the Company as a result
of its subscription for 7,540,000 Placing Shares. In addition, certain other
members of the Concert Party Group have agreed to subscribe for Placing Shares
pursuant to the Placing. As a result, following Admission, the Concert Party
Group is expected to hold in aggregate approximately 42.49 per cent. of the
enlarged issued ordinary share capital of the Company.

Admission of Ordinary Shares to trading on AIM

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM ("Admission"). It is expected that Admission
will be effective and settlement of the Placing Shares will commence at 8:00
a.m. on 4 November 2024. The Placing Shares will, when issued, be credited as
fully paid and will be issued subject to the Company's articles of association
and will rank pari passu in all respects with the existing issued Ordinary
Shares.

Total voting rights

Following Admission, the Company's enlarged issued ordinary share capital will
be 357,126,895. With effect from 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 / Ailsa Macmaster / Joshua Borlant
 Rupert Dearden

 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 Placing 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 Placing Shares have not been and will not be registered under the
US Securities Act 1933, as amended (the "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
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 Placing in the United States or to
conduct a public offering of securities in the United States.

 

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 Placing 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 Placing, 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 Placing or any other matter referred to herein.

 

The distribution of this Announcement and the offering of the Placing 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 Placing. The Placing Shares to which
this Announcement relates may be illiquid and/or subject to restrictions on
their resale. Prospective purchasers of the Placing Shares should conduct
their own due diligence, analysis and evaluation of the business and date
described in this Announcement, including the Placing 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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