REG - Time Out Group plc - Trading update and new loan facility

Time OutAnnouncement

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RNS Number : 6501W  Time Out Group plc  26 August 2025

 

26 August 2025

Time Out Group plc

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

 

Trading update and new loan facility

Expected Group revenue for FY25 of £75 million and adjusted group EBITDA of
£7-9 million

 Related party transaction: New £6 million loan facility to provide growth
capital

 

FY25 Summary

·    Markets revenues grew to £47 million, an increase of 10% versus FY24
(£42 million), +13% in constant currency

·    Media revenues of £28 million, 22% lower than FY24 (£36 million),
20% lower in constant currency

·    Group revenues of £75 million, 4% lower than FY24 (£78 million), 2%
lower in constant currency

·    Opex reduction programme ongoing. To date, £10 million of savings
actioned of which £4 million will deliver pro-forma savings FY26 vs FY25

·    Trading performance in the final quarter of FY25 was below management
expectations:

o  Lower media revenues than forecast, partially due to a delay in contracts
that subsequently completed in FY26

o  Extreme heat impacted June US market revenues, the markets have since
returned to growth

o  Other commercial negotiations on opex items that were forecast to conclude
in Q4 FY25, that are now expected to conclude in Q1 FY26

·      Adjusted Group Ebitda for FY25 is now expected to be in the range
£7-£9 million vs previous withdrawn guidance of £11-£13 million (FY24
£12.4 million)

 

New Loan Note Instrument and Related Party Transaction

Today, Time Out entered into a loan note instrument ("LN") to raise £6.0
million of additional growth capital with its existing shareholder Oakley
Capital Limited ("OCL"). An initial £1.5m of the instrument has been drawn
for working capital, with potential for further drawdowns to fund the Group's
continued growth strategy. The loan facility has a maturity date of 31
December 2026, is unsecured, carries an interest rate margin of 8% accrued in
kind and an arrangement fee of 1.25%. The related-party transaction is
explained in more detail below.

 

Time Out Markets Division

·     The current portfolio of Markets is growing in line with
management expectations.

·     Two new markets are on track to open in H2 CY25: Manhattan (an owned
and operated market) and Budapest (a management agreement market).

·     A further four management agreement markets are contracted to open
by 2027, with a strong pipeline of additional opportunities. New site
negotiations are ongoing such that further announcements are expected later in
this calendar year.

·     The expanding footprint, including management agreement locations,
has driven strong growth in customer transactions, up +21% year on year to
over 11 million transactions in the period.

 

Media Division

·     Global monthly brand audience reach((1)) for Media has grown +44% to
224 million, driven by social media growth.

·     The division generates revenue from advertising and by creating
customised campaign solutions for brands. The media business has seen a
decline in traditional advertising revenue following a structural switch in
consumer habits from Web to social media and AI - the Board expects this trend
to continue, therefore Media opex has been materially reduced during H2 FY25,
and into FY26, with £4 million of year-on year savings actioned FY26 vs FY25.

·     The strategy review previously announced in May 2025 is progressing,
with the evaluation of potential growth strategies to deliver sustainable
Media division profitability through effective monetisation of unique content
and growing global audience and driving customer visits and revenue to our
Markets.

 

Outlook

The Group remains focused on the growth that Markets will deliver with the
objective of doubling Market EBITDA over the next two years, whilst improving
the profitability of media, by converting a strong pipeline of potential new
sites, driving like-for-like growth in existing Markets, out-of-home
advertising, loyalty programmes and a growing and valuable customer database.
The Group expects to announce the outcomes of the media review alongside the
FY25 audited results this autumn.

 

Commenting on the update, Chris Ohlund, CEO of Time Out Group plc, said:

"While Media and Market performance during June was softer than anticipated,
our markets have since reverted to growth and we see considerable headroom,
both through deepening our presence in existing locations and accelerating
rollouts into new ones. The strategic review of Media is progressing well,
with clear momentum emerging in high-value areas including social media, email
engagement, and the delivery of scalable brand campaigns and live events.
These strengths position us to drive sustainable revenue growth and enhanced
returns for shareholders.

 

"Our audience is highly engaged and continues to seek out trusted human advice
and recommendation. In a world where algorithmic and AI generated content is
pushed higher up search rankings, we are developing and evaluating multiple
new ways to reinforce a direct connection between human editor and people
seeking the best of the city."

 

RELATED PARTY TRANSACTION

Oakley Capital Limited ("OCL"), as the parent company, is an associate of
Oakley Capital Investments ("OCI") which is interested in 136,082,622 Ordinary
Shares, representing approximately 38.08%. of the Company's issued share
capital. OCI is therefore a substantial shareholder in Time Out. As a result,
OCL is a related party of the Company, and the execution of the LN constitutes
a related party transaction under AIM Rule 13. 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, Panmure Liberum Limited, the terms of the LN are
fair and reasonable insofar as shareholders in the Company are concerned.

 

Notes

(1) H1 CY25 vs H1 CY24 average global monthly brand reach across all channels.

 

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 it forms part of UK domestic law 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. The person
responsible for arranging the release of this announcement on behalf of the
Company is Matt Pritchard, CFO.

 

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

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

 

 

 

Notes to editors

 

About Time Out Group

Time Out Group is a global brand that inspires and enables people to
experience the best of the city. Time Out launched in London in 1968 to help
people discover the best of 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 over 350 cities in over 50 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 open
Markets in eleven cities such as Lisbon, New York and Dubai, several new
locations with expected opening dates in 2025 and beyond, in addition to a
pipeline of further locations in advanced discussions. Time Out Group PLC,
listed on AIM, is headquartered in London (UK).

 

FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements", which include all
statements other than statements of historical facts, including, without
limitation, any statements preceded by, followed by or that include the words
"targets", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or similar expressions or the negative
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Group's control that
could cause the actual results, performance or achievements of the Group to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking, including, among others, the
achievement of anticipated levels of profitability, growth, the impact of
competitive pricing, volatility in stock markets or in the price of the
Group's shares, financial risk management and the impact of general business
and global economic conditions. Such forward-looking statements are based on
numerous assumptions regarding the Group's present and future business
strategies and the environment in which the Group will operate in the future.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. These forward-looking statements speak only as at the
date as of which they are made, and each of Time Out Group Plc and the Group
expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to reflect any
change in Time Out Group Plc's or the Group's expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based. Neither the Group, nor any of its agents, employees or
advisors intends or has any duty or obligation to supplement, amend, update or
revise any of the forward-looking statements contained in this document.

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