REG - Time Out Group plc - Result of Retail Offer

Time OutAnnouncement

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RNS Number : 1793M  Time Out Group plc  18 December 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

 

18 December 2025

 

Time Out Group plc

("Time Out" or the "Company")

Result of Retail Offer

 

Time Out (AIM: TMO), the global media and hospitality business, announced on
earlier today the launch of a Capital Raising comprising a Firm Placing and a
Conditional Placing in conjunction with a Retail Offer.

The Company is pleased to announce that the Retail Offer successfully
completed and closed at 1.30 p.m. on 18 December 2025 and that it has
conditionally raised approximately £176,566 in the Retail Offer through the
issue of 2,207,069 new Ordinary Shares at the Issue Price of 8.0 pence per
share.

Following the close of the Retail Offer, the Company has conditionally raised
gross proceeds of approximately £8,176,566 at the Issue Price via the Capital
Raising. The Company will therefore be required to issue and allot a total of
102,207,069 new Ordinary Shares to satisfy the Capital Raising.

The Retail Offer is conditional on approval by the Company's Shareholders at a
general meeting and Admission becoming effective at 8:00 am on 7 January 2026
(or such later date as the Company and its advisors may agree, but not later
than 21 January 2026).

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the 'Retail Offer' launch announcement or 'Firm
Placing, Conditional Placing and Retail Offer' launch announcement released
earlier today.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for the 2,207,069 new
Ordinary Shares to be admitted to trading on AIM. Admission of the new
Ordinary Shares to be issued pursuant to the Retail Offer is expected to take
place and dealings in the new Ordinary Shares are expected to commence at 8.00
a.m. on 7 January 2026, at which time it is also expected that the new
Ordinary Shares will be enabled for settlement in CREST.

Concert Party Holding

As noted in the Company's 'Result of Firm and Conditional Placing'
announcement released earlier today, following Second Admission, the Concert
Party Group, consisting of Oakley Capital Investments Limited, Oakley Capital
Limited and certain Directors, will hold 262,083,995 Ordinary Shares. In light
of the number of Retail Offer Shares to be issued pursuant to the Retail
Offer, the Company can now confirm that, upon Second Admission, the Concert
Party Group's holding will represent 50.15 per cent. of the enlarged issued
share capital.

 

 

Enquiries:

 

 Time Out Group plc                                  Tel: +44 (0) 207 813 3000

 Chris Ohlund, CEO

 Matt Pritchard, CFO

 Steven Tredget, Investor Relations Director

 RetailBook Limited                                  c (mailto:capitalmarkets@retailbook.com) apitalmarkets

                                                   (mailto:capitalmarkets@retailbook.com) @retailbook.com
                                                     (mailto:capitalmarkets@retailbook.com)

 Mike Ward / James Deal

 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

 

Notes:

References to times in this Announcement are to London time unless otherwise
stated.

The times and dates mentioned throughout this Announcement may be adjusted by
the Company in which event the Company will make an appropriate announcement
to a Regulatory Information Service giving details of any revised dates and
the details of the new times and dates will be notified to London Stock
Exchange plc (the "London Stock Exchange") and, where appropriate,
Shareholders. Shareholders may not receive any further written communication.

IMPORTANT INFORMATION

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act"), and may not be
offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being made in
the United States. The new Ordinary Shares are being offered and sold only
outside the United States in "offshore transactions", as defined in, and in
compliance with, Regulation S under the US Securities Act.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, Japan
or any other jurisdiction in which such publication, release or distribution
would be unlawful.  Further, this Announcement is for information purposes
only and is not an offer of securities in any jurisdiction.

This Announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for new Ordinary Shares in
Australia, Canada, New Zealand, Japan, the Republic of South Africa or any
other jurisdiction in which such offer or solicitation is or may be unlawful.
No public offer of the securities referred to herein is being made in any such
jurisdiction.

Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
Announcement and cannot be relied upon as a guide to future performance. The
Company and RetailBook expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

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