Proposed Placing, Open Offer & Debt Restructuring

RNS Number : 7384N

Time Out Group plc

22 May 2020

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, 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 IMMEDIATE RELEASE.

22 May 2020

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

Proposed Placing and Open Offer to raise up to £49 million

and

Debt Restructuring

The Company today announces it is proposing to raise up to £49 million, before expenses, by way of a Placing to raise gross proceeds of up to approximately £45 million and an Open Offer to raise gross proceeds of up to approximately £4 million, in each case at an issue price of 35 pence per New Ordinary Share (the "Issue Price") (together the "Equity Fundraising").

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (together with the Appendices, the "Announcement"). Liberum Capital Limited ("Liberum") is acting as sole bookrunner in relation to the Placing.

The Company also announces that it has today entered into the amendment and restatement of the terms of the Group's €22.6 million (approximately £20.2 million) outstanding debt facilities from Incus Capital Advisers, S.A. ("Incus") (the "Incus Loan Restructuring"). The Incus Loan Restructuring is conditional upon, inter alia, the completion of the Equity Fundraising and gross proceeds being raised pursuant to the Placing of not less than £45 million.

In addition, subject to the completion of the Equity Fundraising:

· the principal sum of £20 million outstanding under the series 1 secured fixed rate loan notes 2021 of the Company (the "Series 1 Loan Notes") constituted by a loan note agreement dated 27 March 2018 (as amended and restated on 24 September 2018, 25 September 2019, 14 May 2020 and 14 May 2020) between, inter alios, Oakley Capital Investments Limited ("OCI") and the Company (the "Loan Note Agreement") will be redeemed in full out of the net proceeds of the Equity Fundraising and, subject to gross proceeds of £2.14 million or more being raised pursuant to the Open Offer, all accrued and outstanding interest payable in respect of the Series 1 Loan Notes under the Loan Note Agreement at the time of redemption (expected to be approximately £4.6 million) is also expected to be redeemed in full;

· the £2.5 million series 2 secured fixed rate loan notes 2021 of the Company constituted by the Loan Note Agreement and drawn following the recent £18 million extension to the terms of the Loan Note Agreement announced by the Company on 15 May 2020 (the "Series 2 Loan Notes" and, together with the Series 1 Loan Notes, the "OCI Loan Notes"), will be redeemed in full together with any accrued and outstanding interest and arrangement fees payable thereon at the time of redemption (expected to be approximately £86,000); and

· each of the OCI Loan Notes and any amounts available but unissued in accordance with the terms of the Loan Note Agreement will be cancelled upon such redemptions out of the net proceeds of the Equity Fundraising.

Placing and Open Offer Highlights

· Proposed Placing of up to 128,571,428 New Ordinary Shares at an Issue Price of 35 pence per New Ordinary Share, to be made to certain new and existing Shareholders.

· OCI and Oakley Capital Private Equity L.P. ("OCPE"), who together hold approximately 51.72 per cent. of the Company's issued share capital as at 21 May 2020 (being the latest practicable date prior to the date of this Announcement), have indicated their intention to subscribe for up to 71,100,000 New Ordinary Shares pursuant to the Placing (representing aggregate gross proceeds of approximately £24.9 million).

· In the event that OCI and OCPE are allocated 71,100,000 New Ordinary Shares pursuant to the Placing, their aggregate holding in the issued share capital of the Company would increase from approximately 51.72 per cent. to approximately 53.38 per cent. (assuming no take-up of New Ordinary Shares by Qualifying Shareholders pursuant to the Open Offer), or decrease from approximately 51.72 per cent. to approximately 51.26 per cent. assuming the Open Offer is taken up in full by Qualifying Shareholders). Neither OCI nor OCPE will be Qualifying Shareholders for the purposes of the Open Offer.

· Mr. Richard Caring, who indirectly holds approximately 6.59 per cent. of the Company's issued share capital as at 21 May 2020 (being the latest practicable date prior to the date of this Announcement), has indicated his intention to subscribe for up to 8,477,227 New Ordinary Shares pursuant to the Placing (representing aggregate gross proceeds of approximately £3.0 million).

· Open Offer to Qualifying Shareholders (which excludes OCI and OCPE) of up to 11,471,521 New Ordinary Shares at an Issue Price of 35 pence per New Ordinary Share.

· The Issue Price of 35 pence per New Ordinary Share represents a discount of approximately 14.63 per cent. to the closing mid-market price of the Company's Existing Ordinary Shares on 21 May 2020, being the latest practicable date prior to the date of this Announcement.

· The net proceeds of the Equity Fundraising will be used primarily to support general working capital requirements and strengthen the Company's balance sheet in the wake of the impact of COVID-19, to part fund continuing Time Out Markets capital expenditure, to continue developing the new London Waterloo and Porto Markets and to redeem the OCI Loan Notes in full, together with all accrued and unpaid interest payable thereon at the time of redemption (assuming, in the case of the Series 1 Loan Notes only, that the Company raises gross proceeds of £2.14 million or more pursuant to the Open Offer).

· Upon completion of the Equity Fundraising, the 140,042,949 New Ordinary Shares would represent approximately 48.54 per cent. of the Enlarged Share Capital (assuming the Open Offer is subscribed in full).

· The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Liberum, in consultation with the Company. The Placing is not underwritten.

· The final number of Placing Shares to be issued pursuant to the Placing, and the allocation of such Placing Shares, will be agreed by Liberum and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter.

· The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

· Completion of the Placing and Open Offer will be conditional upon, among other things, the approval by Shareholders of certain resolutions to be proposed at a general meeting of the Company (the "General Meeting") in connection with the Placing and Open Offer (the "Resolutions"). The General Meeting is expected to be convened and held on 11 June 2020. The Incus Loan Restructuring is not conditional upon the passing of the Resolutions, but is conditional upon Admission of the New Ordinary Shares to be issued pursuant to the Equity Fundraising and it is therefore anticipated that the Incus Amendment and Restatement Agreement will only become effective if the Resolutions are passed by Shareholders at the General Meeting. The Incus Loan Restructuring is also conditional upon, inter alia, the Company raising not less than £45 million of gross proceeds pursuant to the Placing.

· Admission of the New Ordinary Shares to trading on AIM is currently expected to take place on or around 12 June 2020.

· The Company expects to publish a circular (the "Circular") in connection with the Placing and Open Offer following the successful closure of the Bookbuild, in order to convene the General Meeting. Full details, including terms and conditions, of the Open Offer will also be included in the Circular.

· The Company's chairman, Peter Dubens, has agreed to irrevocably undertake to participate in the Open Offer by taking-up his Open Offer Entitlement of 424,048 New Ordinary Shares in full and submitting an application for up to a further 2,074,647 New Ordinary Shares pursuant to the Excess Application Facility.

Background to and reasons for the Placing and Open Offer

Time Out Markets temporarily closed - On 23 March 2020, the Company announced that it had temporarily closed its six Time Out Markets in Boston, Chicago, Lisbon, Miami, Montreal and New York in support of the local and global efforts to contain the spread of COVID-19. In response to this situation, the Company has significantly reduced contracted costs (primarily cleaning and security) in the Time Out Markets, terminated contracts with all hourly paid staff (approximately 60 per cent. of total Time Out Markets staff) and furloughed approximately 30 per cent. of Time Out Markets employees (60 employees in Portugal and head office). It has also entered into rent deferral and reduction negotiations with site landlords. These measures are expected to result in a monthly cost reduction for Time Out Markets of approximately £1.7 million whilst the Time Out Markets remain closed.

Advertising revenues slow - On 23 March 2020, the Company also announced that the COVID-19 pandemic had led to a slowing of advertising revenues and that, given the material uncertainty of the situation, it was not possible to quantify the full trading impact of the outbreak. The Company has responded quickly to these unprecedented times with a temporary "Time In" rebrand and a launch of an e-version of the magazine, complementing its online digital content. The Company has furloughed 23 per cent. of staff in Time Out Media, has suspended all print editions globally and has temporarily halted all marketing spend, freelancing and bought-in words and pictures. These measures are expected to result in a monthly cost reduction for Time Out Media of approximately £600,000.

£2.4 million of monthly cash savings - In addition to the above, a number of Group-wide temporary measures have been taken. In total, 47 per cent. of employees or hourly paid workers have been furloughed or their contracts terminated. Members of the management teams across Time Out Markets, Time Out Media and head office have taken salary reductions of approximately 25 per cent. Furthermore, 2020 pay rises have been reversed, bonuses cancelled, travel and expense costs have been largely stopped and borrowing under the Coronavirus Large Business Interruption Loan Scheme and other government schemes continue to be investigated, and whilst the Company has received approximately US$1.3 million of funding under the US Paycheck Protection Program, neither the size nor duration of any potential further funding is expected to be significant. In aggregate, the Group's cost saving measures are expected to deliver approximately £2.4 million of monthly cash savings across the Group.

Funding to provide liquidity headroom to November 2021 - As at 1 May 2020, the Company had available cash reserves of approximately £3.6 million. Whilst the Time Out Markets remain closed, the Company expects to have an approximate monthly cash outflow of £1.5 million following implementation of the self-help measures described above and the Incus Loan Restructuring described in further detail below, such that the Company expects to have sufficient liquidity to fund approximately 14 months of operations. On the assumption that the Company raises not less than £45 million pursuant to the Placing, when applying the Company's downside assumptions, whereby the Time Out Markets do not re-open until December 2020 in Lisbon and March 2021 in North America and assuming no additional non-committed capital expenditure, the Company expects to have sufficient working capital through to November 2021. In practice, the Company is assuming a base case of the Time Out Markets re-opening in September 2020, however the managers of each Time Out Market are monitoring government and local authority advice regarding the possibility of re-opening earlier. In both the base case and downside scenarios, the Company has assumed that Time Out Markets revenues will be reduced in the first six months following re-opening by 50 per cent. of the budget for the financial year ended 31 December 2020, rising to 85 per cent. of budget for the following six months (with the exception of Miami, which is assumed to rise to 60 per cent. of budget). The Company expects that it will incur capital expenditure amounting to approximately £8.4 million (all of which will be funded from post Equity Fundraising liquidity in the Company's base case assumption) in connection with the site development of new Time Out Markets in Porto and London Waterloo in 2021, with further capital expenditure of approximately £8.4 million to be incurred in 2022 prior to the opening of these Time Out Markets. Of this £16.8 million, approximately £4.9 million is expected to be incurred in connection with the development of the Porto market and approximately £11.9 million in connection with the development of the London Waterloo market. Furthermore, in both the base case and downside scenarios, the Company has assumed that Time Out Media revenues will be reduced by 50 per cent. of the previous budget for the financial year ended 31 December 2020. In the base case scenario and following the completion of the Placing and Open Offer and the Incus Loan Restructuring, the Company can meet its expected capital expenditure payments up until the fourth quarter of its financial year ended 31 December 2021, at which point the Board believes there will be a range of funding options available to the Company.

The Company is therefore proposing to raise funds via a Placing to raise up to £45 million (before expenses) and up to a further approximately £4 million via the Open Offer in order to:

· support general working capital requirements given the significant impact of the COVID-19 outbreak on trading, which is expected to continue in the near-term;

· strengthen the Company's balance sheet in the wake of the impact of COVID-19 in order to be prepared for the Company's downside scenario;

· part fund the Company's continuing capex programme and progress the new London Waterloo and Porto markets to their scheduled openings; and

· redeem the OCI Loan Notes in full together with all accrued and unpaid interest payable thereon at the time of redemption (assuming, in the case of the Series 1 Loan Notes only, that the Company raises gross proceeds of £2.14 million or more pursuant to the Open Offer ).

Time Out to emerge stronger - The Board believes that, following a successful Equity Fundraising and Incus Loan Restructuring, a cost reduction programme and further strategic initiatives, the Company will emerge, following the immediate impact of COVID-19, with a stronger brand, a larger audience and a higher operating margin and will be well positioned to continue the successful Time Out Markets roll-out which transformed the Group in 2019.

Time Out Markets continue to grow in popularity - In 2019, the Lisbon Time Out Market continued to exceed expectations with a record 4.1 million visitors and FY19 EBITDA of £5.3 million, up 20 per cent. year on year. Significantly, the successful opening of five new Time Out Markets in the same period has transformed the division from this single, highly popular market to a global portfolio, demonstrating that the concept can be effectively replicated in cities around the world. During this period of containment, consumers and chefs are showing their desire to return to the Time Out Markets, which will offer a desirable proposition following the lifting of lockdown restrictions. For consumers, the Directors believe that they present a more accessible fine food option (to eat in or out) during the current environment. In addition, the Company believes that landlords need concepts like Time Out Markets to drive footfall to ailing retail venues. Consequently, a number of new management agreement opportunities are under discussion.

A safe dining solution - The Company believes that the scale and layout of well-ventilated Time Out Markets venues are well suited to allow social distancing in an enjoyable environment. Preparations are underway to adapt each Time Out Market for re-opening, including distanced seating plans, table partitioning, cashier shields, sanitisation teams and the introduction of collection and home delivery. It is expected that each Time Out Market will be able to reopen upon approximately two to four weeks' notice. Although delays are now anticipated in respect of the proposed opening of further Time Out Markets as a result of the COVID-19 pandemic, with progress continuing towards new site openings expected in Dubai in H2 2020, Porto in H1 2022, London Waterloo in H1 2022 and Prague in H2 2023, the Company continues to pursue further growth through the execution of its Time Out Markets strategy. However, there can be no certainty in relation to the potential opening of these proposed new Time Out Markets.

Website traffic growth - During the lockdown period, Time Out Media, temporarily rebranded as "Time In", has seen website traffic grow approximately 10 per cent. year on year, with social media post sharing up five times as compared to the level at the start of this year. The division has posted significantly more content across a broadening range of categories during the lockdown period, with its post count up approximately 300 per cent. since January 2020. The Directors believe that the Group is well placed to benefit from this increased digital traffic as marketing budgets return.

Debt Restructuring

Incus Loan Restructuring

The Company has also successfully renegotiated the terms of the Group's €22.6 million (approximately £20.2 million) outstanding debt facilities from Incus, with all interest and principal repayments delayed until November 2021 pursuant to the following agreed amendments:

· the repayment instalment due on 30 November 2020 shall be restructured as a repayment of 75 per cent. of excess cashflow (calculated on a last twelve months basis) on 30 November 2021;

· all accrued interest due and payable in 2020 will (at the option of Time Out Market Limited) be capitalised;

· certain mandatory prepayment events will be disapplied for the period until November 2021;

· all financial covenants will be switched off until November 2021 and amendments made to the required covenant levels thereafter; and

· certain carve-outs to events of default will apply during the period up to 30 November 2021 to allow for actions to be taken to mitigate the ongoing COVID-19 situation.

The Company estimates that the Incus Loan Restructuring will deliver a cash saving of approximately £5.3 million to November 2021 (excluding the impact of the cash flow sweep in November 2021, which is expected to be minimal).

The Incus Loan Restructuring is not conditional upon the passing of the Resolutions, but is conditional upon Admission and it is therefore anticipated that the Incus Amendment and Restatement Agreement will only become effective if the Resolutions are passed by Shareholders at the General Meeting. The Incus Loan Restructuring is also conditional upon, inter alia, the Company raising not less than £45 million of gross proceeds pursuant to the Placing.

Cancellation of OCI Loan Notes

Subject to the completion of the Equity Fundraising:

· the principal sum of £20 million outstanding under the Series 1 Loan Notes will be redeemed in full out of the net proceeds of the Equity Fundraising and, subject to gross proceeds of £2.14 million or more being raised pursuant to the Open Offer, all accrued and outstanding interest payable thereon under the Loan Note Agreement at the time of redemption (expected to be approximately £4.6 million) will also be redeemed in full;

· the £2.5 million Series 2 Loan Notes of the Company will also be redeemed in full together with any accrued and outstanding interest and arrangement fees payable thereon at the time of redemption (expected to be approximately £86,000); and

In the event that the Company does not raise gross proceeds of £2.14 million or more pursuant to the Open Offer, up to approximately £2.0 million of accrued and outstanding interest payable on the Series 1 Loan Notes will remain outstanding and will continue to accrue interest of 12 per cent. in accordance with the terms of the Loan Note Agreement until maturity of the Loan Note Agreement on 31 October 2021, at which time all outstanding amounts shall become redeemable in full.

Financial statements for the year ended 31 December 2019

In light of the impact of COVID-19 on the Group's business, the Company has applied to each of AIM Regulation and Companies House for, and has been granted, an extension of three months to the usual requirement to file its audited accounts for the financial year ended 31 December 2019 within six months of the financial year end. The Company expects to publish its audited financial results for the financial year ended 31 December 2019 as soon as practicable prior to the revised deadline of 30 September 2020. As part of the audit process, an assessment will be made in relation to the Group's ability to continue trading as a going concern. In light of the ongoing COVID-19 pandemic and notwithstanding the successful completion of the proposed Equity Fundraising, the Incus Loan Restructuring and the redemption and the cancellation of the OCI Loan Notes, the Directors anticipate that the audit report for the financial year ended 31 December 2019 will make reference to a material uncertainty related to going concern.

Irrevocable undertakings and director participations

As noted above, completion of the Placing and Open Offer is conditional upon, among other things, the approval by Shareholders of the Resolutions to be proposed at the General Meeting expected to be convened and held on 11 June 2020.

Shareholders representing approximately 60.36 per cent. of the Company's existing issued ordinary share capital as at 21 May 2020 (being the latest practicable date prior to the publication of this Announcement) have provided or agreed to provide irrevocable undertakings to vote in favour of each of the Resolutions to be proposed at the General Meeting.

OCPE, which holds approximately 30.55 per cent. of the existing issued ordinary share capital of the Company as at 21 May 2020 (being the latest practicable date prior to the publication of this Announcement), has given an irrevocable undertaking to vote or, where applicable, to procure the casting of votes, in favour of each of the Resolutions to be proposed at the General Meeting in respect of its beneficial holding of Ordinary Shares totalling 45,361,015 Ordinary Shares.

OCI, which holds approximately 21.17 per cent. of the existing issued ordinary share capital of the Company as at 21 May 2020 (being the latest practicable date prior to the publication of this Announcement), has given an irrevocable undertaking to vote or, where applicable, to procure the casting of votes, in favour of each of the Resolutions to be proposed at the General Meeting in respect of its beneficial holding of Ordinary Shares totalling 31,436,385 Ordinary Shares.

Mr. Richard Caring, who holds 9,790,829 Ordinary Shares as at 21 May 2020 (being the latest practicable date prior to the publication of this Announcement), representing approximately 6.59 per cent. of the existing issued ordinary share capital of the Company, has agreed to give an irrevocable undertaking to vote or, where applicable, to procure the casting of votes, in favour of each of the Resolutions to be proposed at the General Meeting in respect of his beneficial holding of Ordinary Shares totalling 9,790,829 Ordinary Shares.

Peter Dubens, a Director who holds 2,650,302 Ordinary Shares as at 21 May 2020 (being the latest practicable date prior to the publication of this Announcement), representing approximately 1.78 per cent. of the existing issued ordinary share capital of the Company, has agreed to give an irrevocable undertaking to vote or, where applicable, to procure the casting of votes by his connected persons (as defined in section 252 of the Companies Act 2006), in favour of each of the Resolutions to be proposed at the General Meeting in respect of his own (or, as applicable, his connected persons') beneficial holding of Ordinary Shares. Peter Dubens has also agreed to irrevocably undertake to take up his Open Offer Entitlement in full (representing 424,048 New Ordinary Shares) and to submit an application for up to a further 2,074,647 New Ordinary Shares under the Excess Application Facility. By virtue of Peter Dubens being a Director, he is considered to be a related party of the Company for the purposes of the AIM Rules. Therefore, the proposed participation of Peter Dubens in the Open Offer (excluding, for these purposes, any allocation to Peter Dubens of additional New Ordinary Shares pursuant to the Excess Application Facility, which will be considered at the time any such allocation is made and announced separately by the Company in accordance with AIM Rule 13) is, for the purpose of AIM Rule 13, considered to be a "Related Party Transaction". The Directors, excluding Peter Dubens himself and Alexander Collins, Non-Executive Director of the Company and Partner of OCPE, who is considered to be a related party of Peter Dubens, consider that, having consulted with the Company's nominated adviser, Liberum, the terms of Peter Dubens' participation in the Open Offer are fair and reasonable insofar as Shareholders are concerned.

In addition, Julio Bruno, a Director who holds 392,124 Ordinary Shares as at 21 May 2020 (being the latest practicable date prior to the publication of this Announcement), representing approximately 0.26 per cent. of the existing issued ordinary share capital of the Company, has agreed to give an irrevocable undertaking to vote or, where applicable, to procure the casting of votes by his connected persons (as defined in section 252 of the Companies Act 2006), in favour of each of the Resolutions to be proposed at the General Meeting in respect of his own (or, as applicable, his connected persons') beneficial holding of Ordinary Shares.

Takeover Code implications

The Company is a public limited company incorporated in England and Wales whose Ordinary Shares are admitted to trading on AIM. Accordingly, it is a company which is subject to the Takeover Code.

At the time of the Company's IPO, a concert party was presumed to exist between a pre-IPO shareholding group which included the Oakley Shareholders, OCPE, Invesco, Woodford and two directors of the Company associated with the Oakley Shareholders, Peter Dubens and Alexander Collins (the "Concert Party Group").

Since the IPO, Woodford has disposed of its Ordinary Shares and therefore no longer forms part of the Concert Party Group. In addition, Invesco is no longer an "associate" of OCI by virtue of having held an interest in shares carrying more than 20 per cent. of voting rights in OCI (as it did at the time of the IPO in 2016), and the Company has agreed with the Panel Executive that Invesco no longer forms part of the Concert Party Group.

The Concert Party Group, which comprises (among others) the Oakley Shareholders, OCPE (by virtue of it being the sole shareholder of TO and TONY) and Peter Dubens, currently holds approximately 53.50 per cent. of the Existing Ordinary Shares. Of this percentage, OCPE (through TO and TONY) indirectly holds approximately 30.55 per cent. of the Existing Ordinary Shares with the remaining members of the Concert Party Group individually holding Ordinary Shares which represent less than 30 per cent. of the Existing Ordinary Shares.

Following Admission, the Concert Party Group, which comprises (among others) the Oakley Shareholders, OCPE (by virtue of it being the sole shareholder of TO and TONY) and Peter Dubens, is expected to hold a minimum of approximately 52.32 per cent. of the Enlarged Share Capital (assuming full take up of the Open Offer by Qualifying Shareholders and that Peter Dubens takes up his Open Offer Entitlement only and is not allocated any New Ordinary Shares pursuant to the Excess Application Facility) and up to a maximum of approximately 54.74 per cent. of the Enlarged Share Capital (assuming no take up of the Open Offer by Qualifying Shareholders). Following Admission, no member of the Concert Party Group is expected individually to hold 30 per cent. or more of the Enlarged Share Capital.

Qualifying Shareholders and Placees should therefore be aware that, following completion of the Placing and Open Offer, the members of the Concert Party Group are expected to continue to hold more than 50 per cent. of the Company's voting share capital and may accordingly be able to increase their aggregate shareholding without incurring any obligation under Rule 9.1 of the Takeover Code to make a general offer. Any such acquisition would also be viewed in light of the requirements of Note 4 on Rule 9.1 of the Takeover Code.

Under the terms of the Relationship Agreement, the Oakley Shareholders, OCI, OCPE and Oakley Capital I Limited (formerly known as Oakley Capital GP Limited) have agreed not to acquire any further Ordinary Shares, subject to certain exceptions. The restriction in the Relationship Agreement has been waived by the Company to allow the Oakley Shareholders and OCI to acquire New Ordinary Shares pursuant to the Placing and Open Offer.

Importance of Vote

The Resolutions to be proposed at the General Meeting in order to grant the Directors authority to issue the New Ordinary Shares to be issued pursuant to the Placing and Open Offer include the passing of a special resolution which, to be passed, will require the support of three-quarters of the total voting rights of Shareholders who (being entitled to do so) vote on such resolution at the General Meeting. The Placing and Open Offer is conditional upon, inter alia, the passing of the Resolutions.

In the event that the Resolutions to be proposed at the General Meeting are not passed, the Company will not be able to proceed with the Placing and Open Offer, with the result that the anticipated net proceeds of the Placing and Open Offer will not become available to the Company. Shareholders should note that if the Company is unable to proceed with the Placing and Open Offer, the OCI Loan Notes will not be redeemed and cancelled and will (i) continue to accrue interest at a coupon of 12 per cent. per annum, and (ii) continue to have a maturity date of 31 October 2021 (in the case of the Series 1 Loan Notes) and 13 May 2021 (in the case of the Series 2 Loan Notes). In addition, in the event that the Resolutions to be proposed at the General Meeting are not passed, the Incus Loan Restructuring will not become effective, such that Time Out Market Limited will be in immediate breach of the Incus Facility Agreement.

Incus could, after a short period of negotiation, seek to demand repayment of all borrowings under the Incus Facility Agreement, which the Group is currently unable to pay. The Company will therefore be dependent upon agreement being reached with Incus in relation to certain breaches of covenants and the relaxation of certain interest payments due to be paid by Time Out Market Limited to Incus in 2020, which may or may not be forthcoming. In the event that the Group was unable to negotiate successfully with Incus and/or renegotiate or refinance the Incus borrowings, and a demand for repayment was made, a working capital shortfall of the amounts owed would arise (less any surplus working capital held immediately before such demand for repayment). The Company may therefore be unable to prepare its accounts for the financial year ended 31 December 2019 on a going concern basis without first securing further external bank finance and/or other alternative sources of finance, which may or may not be forthcoming. The security granted in relation to the Incus Facility Agreement includes (amongst other things) a pledge over 49 per cent. of the shares in Time Out Market Limited and a pledge over the shares owned by Time Out Market Limited in the holding company of the US Time Out Markets group. The Company has also provided a guarantee in relation to the obligations of Time Out Market Limited under the Incus Facility Agreement.

The Directors consider that the scenarios described above would not be in the best interests of the Company or its Shareholders as a whole and that any alternative financing, if available, could be on less favourable terms and could lead to more substantial dilution for Shareholders than would be the case under the proposed Placing and Open Offer. Accordingly, the Independent Directors believe that the passing of each of the Resolutions to be proposed at the General Meeting is in the best interests of Shareholders and recommend that Shareholders vote in favour of the Resolutions at the General Meeting.

The Directors confirm that Peter Dubens and Julio Bruno (who are also Shareholders) have agreed to irrevocably undertake to vote or, where applicable, to procure the casting of votes by their respective connected persons (as defined in section 252 of the Companies Act 2006), in favour of the Resolutions in respect of their own (or, as applicable, their respective connected persons') beneficial holdings amounting, in aggregate, to 3,042,426 Existing Ordinary Shares, representing approximately 2.05 per cent. of the Existing Ordinary Shares.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

For further information, please contact:

Time Out Group plc	Tel: +44 (0)207 813 3000
Julio Bruno, CEO
Adam Silver, CFO
Steven Tredget, Investor Relations Director

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

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

Important Notices

This Announcement is released by Time Out Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Equity Fundraising described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Adam Silver, Chief Financial Officer.

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 the United States. The New Ordinary 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 Equity Fundraising 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 "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 Prospectus Regulation ("Qualified Investors") 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 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 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.

Liberum Capital Limited ("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 Equity Fundraising, and 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 Equity Fundraising 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 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 Equity Fundraising. 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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Equity Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Liberum may, in accordance with applicable laws and regulations, engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Open Offer Record Date	6.00 p.m. on 19 May 2020
Announcement of the Placing and Open Offer	22 May 2020
Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock Exchange	22 May 2020
Publication and posting of the Circular, Forms of Proxy and Application Forms	23 May 2020
Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders	26 May 2020
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 2 June 2020
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 3 June 2020
Latest time and date for splitting Application Forms (to satisfy bona fide market claims in relation to Open Offer Entitlements only)	3.00 p.m. on 4 June 2020
Latest time and date for receipt of completed Application Forms and payment in full from Qualifying Shareholders under the Open Offer or settlement of the relevant CREST instructions (as appropriate)	11.00 a.m. on 8 June 2020
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system	11.00 a.m. on 9 June 2020
General Meeting	11.00 a.m. on 11 June 2020
Results of the General Meeting and the Placing and Open Offer expected to be announced through a Regulatory Information Service	11 June 2020
Admission and commencement of dealings in the New Ordinary Shares on AIM expected to commence	8.00 a.m. on 12 June 2020
Expected date for CREST accounts to be credited with New Ordinary Shares in uncertificated form	As soon as practicable after 8.00 a.m. on 12 June 2020
Expected date for dispatch of definitive share certificates in respect of New Ordinary Shares to be issued in certificated form	by 26 June 2020

Each of the times and dates in the table above is indicative only and may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. References to times are to London time unless stated otherwise. The timetable above assumes that the Resolutions are passed at the General Meeting without amendment.

FURTHER DETAILS OF THE PROPOSED PLACING AND OPEN OFFER

Current trading and prospects

The Company's results for the six months ended 30 June 2019 were released on 26 September 2019. A copy of these results can be found at www.timeout.com.

The Company issued the Trading Update on 23 March 2020. A copy of the Trading Update can be found at www.timeout.com.

The Company made signiﬁcant progress in 2019, with the opening of five new Time Out Markets and the Group's global brand audience increasing by 18 per cent. and the Directors remain conﬁdent in the Group's long-term prospects as a result. However, as noted above, the COVID-19 outbreak has had a signiﬁcant impact on trading with the temporary closure of all six Time Out Markets and a reduction in Time Out Media revenues.

Details of the Placing and Open Offer

The Company is proposing to raise, in aggregate, up to approximately £49 million (before expenses) through the issue of up to 140,042,949 New Ordinary Shares pursuant to the Placing and Open Offer at the Issue Price. Under the Placing, up to 128,571,428 Placing Shares will be made available to Placees to raise gross proceeds of approximately £45 million. Up to 11,471,521 New Ordinary Shares are being offered to Qualifying Shareholders pursuant to the Open Offer at the Issue Price to raise gross proceeds of up to approximately £4 million (assuming full take up under the Open Offer).

The aggregate number of New Ordinary Shares proposed to be issued pursuant to the Placing and Open Offer (assuming full take up under the Open Offer) will, on Admission, represent approximately 48.54 per cent. of the Enlarged Share Capital.

The Placing and Open Offer will result in a proportionate dilution of the holdings of existing Shareholders. On Admission, Shareholders who do not participate in the Placing or the Open Offer will experience an immediate dilution of approximately 48.54 per cent. (assuming the Open Offer is taken up in full) and Shareholders who only participate in the Open Offer by taking up their Open Offer Entitlement (and make no application pursuant to the Excess Application Facility) will experience an immediate dilution of approximately 40.30 per cent. (assuming the Open Offer is taken up in full).

The Issue Price represents a discount of approximately 14.63 per cent. to the Closing Price of 41 pence per Ordinary Share on 21 May 2020 (being the latest practicable date prior to the public announcement of the Placing and Open Offer).

The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after Admission in respect of Ordinary Shares and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares. The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

The Open Offer

The Company considers it important that Shareholders who are not able to take part in the Placing have an opportunity to participate in the proposed Equity Fundraising. The Company is therefore providing all Qualifying Shareholders with the opportunity to subscribe for up to 11,471,521 Open Offer Shares at the Issue Price pursuant to an Open Offer to raise, in aggregate, up to approximately £4 million (before expenses). This will allow Qualifying Shareholders to participate on a proportional basis. The Company's two largest Shareholders, OCI and OCPE, are not Qualifying Shareholders and, accordingly, will not participate in the Open Offer.

Subject to fulfilment of certain conditions, the Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares against all Existing Ordinary Shares held by Qualifying Shareholders as at the Open Offer Record Date on the following basis:

4 Open Offer Shares for every 25 Existing Ordinary Shares held by Qualifying Shareholders

Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating an Open Offer Entitlement and will be aggregated and made available to Qualifying Shareholders pursuant to the Excess Application Facility.

The proceeds of the Open Offer are anticipated to amount to up to approximately £4 million, before expenses. If the conditions of the Open Offer are not satisfied, the Open Offer will not be implemented and any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants at their own risk, by cheque in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable, but within 14 days, thereafter.

Excess Applications

The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares against all Existing Ordinary Shares held by Qualifying Shareholders. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder's Open Offer Entitlement. To the extent that pro rata entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications. Applications under the Excess Application Facility may be allocated in such manner as the Independent Directors may determine, in their absolute discretion, and no assurance can be given that any applications under the Excess Application Facility by Qualifying Shareholders will be met in full or in part or at all. Applications made under the Excess Application Facility will be scaled back at the Independent Directors' discretion if applications are received from Qualifying Shareholders for more than the number of Open Offer Shares available under the Excess Application Facility.

Qualifying Shareholders should note that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Overseas Shareholders

Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer.

Dividends

The Company does not currently anticipate paying any dividends to Shareholders in the short to medium term. Any future dividends will be dependent upon the Company's results, financial position, cash requirements, future prospects, profits available for distribution and other factors regarded by the Company as relevant at the relevant time.

DEFINITIONS

"Admission"	the admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	this announcement and its appendices
"Application Form"	the personalised application form accompanying this Circular (where appropriate) pursuant to which Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) may apply to subscribe for Open Offer Shares under the Open Offer
"Board" or "Directors"	the directors of the Company
"Bookbuild"	the accelerated bookbuild process through which the Placing is being conducted
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (i.e. not in CREST)
"Circular"	the circular to be published by the Company on or around 23 May 2020 in connection with the Equity Fundraising
"Closing Price"	the closing middle market quotation of the Existing Ordinary Shares, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Concert Party Group"	the concert party presumed to exist between a shareholding group which includes, inter alia, the Oakley Shareholders, OCPE, and two directors of the Company associated with the Oakley Shareholders, Peter Dubens and Alexander Collins
"CREST"	a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force
"Daily Official List"	the daily publication of official quotations for all securities traded on the London Stock Exchange
"Enlarged Share Capital"	the issued ordinary share capital of the Company as enlarged by the issue of the New Ordinary Shares
"Equity Fundraising"	the Placing and Open Offer
"EU"	European Union
"€" or "Euros"	the single European currency unit
"Excess Application Facility"	the arrangement pursuant to which Qualifying Shareholders may apply for any number of Open Offer Shares in excess of their Open Offer Entitlement provided that they have agreed to take up their Open Offer Entitlement in full
"Excess Open Offer Entitlement"	in respect of each Qualifying Shareholder, the entitlement (in addition to his/her Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on him/her taking up his/her Open Offer Entitlements in full
"Existing Ordinary Shares"	the 148,494,409 existing Ordinary Shares in issue as at 21 May 2020 (being the latest practicable date prior to publication of this Announcement)
"FCA"	the Financial Conduct Authority when exercising functions under Part VI of FSMA
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of the Company to be held at 77 Wicklow Street, London, England, WC1X 9JY at 11.00 a.m. on 11 June 2020, or any adjournment thereof
"Group"	the Company and its subsidiary undertakings
"Incus"	Incus Capital Advisors, S.A.
"Incus Loan Restructuring"	the amendment and restatement of the Incus Facility Agreement pursuant to the Incus Amendment and Restatement Agreement
"Incus Amendment and Restatement Agreement"	the agreement dated 22 May 2020 between Time Out Market Limited and Incus, relating to the amendment and restatement of the Incus Facility Agreement
"Incus Facility Agreement"	the facility agreement dated 28 November 2017 (as amended and restated from time to time) between (amongst others) Time Out Market Limited and Incus
"Independent Directors"	the Directors other than Peter Dubens and Alexander Collins
"IPO"	initial public offering
"Irrevocable Undertakings"	the irrevocable undertakings provided or agreed to be provided by various Shareholders as further described in the Announcement
"Issue Price"	the price at which the New Ordinary Shares are to be issued and allotted pursuant to the Placing and Open Offer, being 35 pence per New Ordinary Share
"London Stock Exchange"	London Stock Exchange plc
"Liberum"	Liberum Capital Limited, the Company's nominated adviser and broker in connection with the Placing and Open Offer
"Loan Note Agreement"	the Loan Note Agreement dated 27 March 2018 between the Company and OCI, as amended and restated on 24 September 2018, 25 September 2019, 14 May 2020 and 14 May 2020
"MiFID II"	EU Directive 2014/65/EU on markets in financial instruments, as amended
"MiFID Product Guidance Requirements"	product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
"New Ordinary Shares"	up to 140,042,949 new Ordinary Shares to be issued pursuant to the Placing and Open Offer
"Non-Executive Director"	the directors of the Company who do not exercise an executive role
"Oakley Shareholders"	TO, TONY and OCI
"OCI"	Oakley Capital Investments Limited
"OCI Loan Notes"	the Series 1 Loan Notes and Series 2 Loan Notes
"OCPE"	Oakley Capital Private Equity L.P.
"Open Offer"	the conditional invitation made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form
"Open Offer Entitlement"	the basic entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for 4 Open Offer Shares for every 25 Existing Ordinary Shares registered in its name as at the Open Offer Record Date
"Open Offer Record Date"	the record date in relation to the Open Offer, being 6.00 p.m. on 19 May 2020
"Open Offer Shares"	up to 11,471,521 New Ordinary Shares to be issued by the Company to Qualifying Shareholders in connection with the Open Offer
"Order"	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
"Ordinary Shares"	the ordinary shares of £0.001 each in the share capital of the Company
"Overseas Shareholders"	Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside of the UK
"Panel Executive"	the Executive of the Panel on Takeovers and Mergers
"Placees"	those placees whose Placing Shares have been placed firm with them pursuant to the Placing
"Placing"	the conditional placing by Liberum on behalf of the Company of the Placing Shares pursuant to the Placing and Open Offer Agreement
"Placing and Open Offer Agreement"	the conditional agreement dated 22 May 2020 entered into between the Company and Liberum in respect of the Placing and Open Offer
"Placing Shares"	128,571,428 New Ordinary Shares to be issued to Placees at the Issue Price pursuant to the Placing
"Prospectus Regulation"	EU Prospectus Regulation 2017/1129
"Qualified Investors"	persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation
"Qualifying CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date are held in uncertificated form
"Qualifying Non-CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date are held in certificated form
"Qualifying Shareholders"	holders of Existing Ordinary Shares on the register of members of the Company on the Open Offer Record Date with the exclusion (subject to exemptions) of (a) persons with a registered address or located or resident in a Restricted Jurisdiction, and (b) OCI and OCPE, and "Qualifying Shareholder" shall mean any one of them
"Regulatory Information Service"	has the meaning given in the AIM Rules
"Relationship Agreement"	the relationship deed dated 9 June 2016 between the Company, the Oakley Shareholders, OCI and Oakley Capital GP Limited
"Relevant Persons"	persons to whom this Announcement is directed and as further defined in the section of this Announcement titled 'Important Notices'
"Resolutions"	the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting and "Resolution" shall be a reference to any one of them
"Series 1 Loan Notes"	the £20 million secured fixed rate loan notes 2021 of the Company constituted by the Loan Note Agreement
"Series 2 Loan Notes"	the £2.5 million secured fixed rate loan notes 2021 of the Company constituted by the Loan Note Agreement
"Shareholders"	the holders of Existing Ordinary Shares and "Shareholder" shall mean any one of them
"Takeover Code"	the City Code on Takeovers and Mergers
"TO"	TO (Bermuda) Limited (No. 44754)
"TONY"	TONY (Bermuda) Limited (No. 45136)
"Time Out Markets"	the markets division of the Group
"Time Out Media"	the media division of the Group
"Trading Update"	the Company's trading update announcement of 23 March 2020
"uncertificated" or "in uncertificated form"	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"US$" or "US Dollars"	US dollars, being the lawful currency of the United States
"US Securities Act"	the US Securities Act of 1933, as amended
"US Paycheck Protection Program"	A loan program which originated from the Coronavirus Aid, Relief, and Economic Security Act, intended to provide American small businesses with eight weeks of cash-flow assistance through 100 percent federally guaranteed loans
"Woodford"	Woodford Investment Management LLP
"£" or "Pounds"	UK pounds sterling, being the lawful currency of the United Kingdom

Appendix I

Terms and Conditions of the Placing

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS"), (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, AND (C) TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

Persons (including individuals, funds or otherwise) who are invited to and who have chosen to participate in the Placing (and any person acting on such person's behalf), by making an oral or written offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges that:

1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the European Economic Area or to which the Prospectus Regulation otherwise applies other than Qualified Investors or in circumstances in which the prior consent of Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons;

3. except as otherwise permitted by Liberum, (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S under the Securities Act; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S;

4. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement;

5. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix;

6. it acknowledges that the Placing Shares have not been and will not be registered under the S ecurities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within 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; and

7. the Company and Liberum will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix (or the Announcement of which it forms part) should seek appropriate advice before taking any action.

Details of the Placing

Liberum, acting as Placing Agent, has entered into a placing and open offer agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, Liberum has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects.

The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following Admission.

Application for admission to trading

Application will be made to the London Stock Exchange plc ("LSE") for admission of the New Ordinary Shares ("Admission") to trading on AIM, a market of that name operated by LSE ("AIM") in accordance with the AIM Rules for Companies. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM at 8.00 a.m. on 12 June 2020, and in any event no later than 26 June 2020.

Bookbuild

Liberum will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Liberum and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

Liberum is arranging the Placing as agent for and on behalf of the Company. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Liberum. Liberum's agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.

The number of Placing Shares to be issued will be agreed between Liberum and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Liberum. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Placing Price established by the Company and Liberum. Bids may be scaled down by Liberum on the basis referred to below.

The Bookbuild is expected to close no later than 4.00 p.m. on 22 May 2020, but may be closed earlier or later at the absolute discretion of Liberum. Liberum may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Liberum) to reduce or seek to increase (subject to the maximum size referred to in the Announcement) the amount to be raised pursuant to the Placing.

Liberum will determine in its absolute discretion (in consultation with the Company) the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally or in writing by Liberum as agent of the Company ("Confirmation"). No element of the Placing will be underwritten. The Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company's articles of association. Each prospective Placee's allocation and commitment will be evidenced by a contract note or an electronic trade confirmation issued to such Placee by Liberum. The terms of this Appendix will be deemed incorporated by reference therein. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s) and, except with the consent of Liberum, the Confirmation will not be capable of variation or revocation after the time at which it is submitted.

Liberum reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. Liberum also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

Each Placee will be required to pay to Liberum, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Liberum and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Liberum, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Liberum, (ii) any of its respective directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Liberum as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

Irrespective of the time at which a Placee's participation in the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under 'Registration and settlement'.

Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement is not entered into or does not otherwise become unconditional in any respect or, after having been entered into, is terminated prior to Admission, the Placing will not proceed and all funds delivered by the Placee to Liberum in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.

By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including the Appendices, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendices.

To the fullest extent permissible by law, neither the Company, nor Liberum nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Liberum nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Liberum's conduct of the Bookbuild or of such alternative method of effecting the Placing as Liberum and the Company may agree.

Conditions of the Placing

The obligations of Liberum under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

(a) the Company having complied with all of its material obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);

(b) the Resolutions to be proposed at the General Meeting having been passed without amendment by the required majorities at the General Meeting to be held at 77 Wicklow Street, London, England, WC1X 9JY at 11.00 a.m. on 11 June 2020 (or any adjournment thereof); and

(c) Admission having occurred not later than 8.00 a.m. on 12 June 2020 or such later date as the Company and Liberum may agree, but in any event not later than 8.00 a.m. on 26 June 2020.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Liberum by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Liberum, at its discretion and upon such terms as it thinks fit, may waive (where capable of waiver) compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

None of Liberum, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Liberum.

Termination of the Placing Agreement

Liberum is entitled at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:

(a) the Company is in material breach of any of its obligations under the Placing Agreement; or

(b) any statement in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Equity Fundraising has become or been discovered to be untrue or inaccurate in any material respect or misleading; or

(c) any warranty given by the Company in the Placing Agreement is, or would be if repeated at any time up to Admission (by reference to the facts and circumstances then existing), untrue or inaccurate in any material respect or misleading; or

(d) matters have arisen or have been discovered which would, if this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Equity Fundraising, were to be issued at that time, constitute a material inaccuracy or omission therefrom; or

(e) there shall have occurred, happened or come into effect (i) any outbreak or escalation of hostilities, any attack or act of terrorism, any declaration of a national emergency or war and any other calamity or crisis of national or international effect; or (ii) any suspension or limitation of trading generally on the New York Stock Exchange, the NASDAQ National Market or the LSE, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of said exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe (including the United Kingdom); or (iii) any material adverse change in national or international financial, monetary, economic, political or market conditions, which, in each case, in the opinion of Liberum acting in good faith makes it impractical or inadvisable to proceed with the Equity Fundraising.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Liberum and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the LSE in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Liberum or any other person and none of Liberum nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement (including this Appendix) to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary, including in certificated form if, in the reasonable opinion of Liberum, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Participation in the Placing is only available to persons who are invited to participate in it by Liberum.

A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with Liberum. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in the Appendices and subject to the Company's articles of association.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic trade confirmation in accordance with the standing arrangements in place with Liberum, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to Liberum and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Liberum. Settlement should be through Liberum against CREST ID: ENQAN. For the avoidance of doubt, Placing allocations will be booked with a trade date of 22 May 2020 and settlement date of 12 June 2020. Settlement will take place on a delivery versus payment basis.

The Company will deliver the Placing Shares to the CREST account operated by Liberum as agent for the Company and Liberum will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by Liberum.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Liberum all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Liberum lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Liberum nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By submitting a bid and/or participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;

2. it has received this Announcement solely for its use and has not redistributed or duplicated it and it will not redistribute or duplicate this Announcement or any other materials concerning the Placing (including any electronic copies thereof);

3. no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

4. its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after Admission;

5. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty, and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

6. neither Liberum, the Company nor any of their respective affiliates, agents, directors, officers, employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than the information included in this Announcement; nor has it requested any of Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

7. the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither Liberum, nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Publicly Available Information (including the Exchange Information), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Liberum or the Company or their respective affiliates and neither Liberum nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

8. to the extent it has received any inside information (for the purposes of the Market Abuse Regulation (EU Regulation No. 596/2014 ("MAR")) and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;

9. neither Liberum nor any person acting on its behalf nor any of their respective affiliates has or shall have any liability for any Publicly Available Information (including any Exchange Information), or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10. it has complied with its obligations under the Criminal Justice Act 1993, MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

11. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area or to which the Prospectus Regulation otherwise applies other than to Qualified Investors, or in circumstances in which the prior consent of Liberum has been given to the proposed offer or resale;

12. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

13. it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Regulation (including any relevant implementing measure in any member state);

14. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

15. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

16. if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;

17. any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and agrees that, in the EEA, it is such a Qualified Investor;

18. (i) it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing (including executing and delivering all documents necessary for such participation); (iii) it is and will remain liable to the Company and/or Liberum for the performance of all of its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, Liberum or any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing. Each Placee agrees that the provisions of this paragraph 18 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

19. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Australian, Canadian, Japanese, New Zealand or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or their respective territories and possessions, except subject to limited exemptions;

20. it has complied with all relevant laws and regulations of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Liberum, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;

21. its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

22. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Liberum may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

23. none of Liberum nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Liberum for the purposes of the Placing and that Liberum has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

24. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

25. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Liberum in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

26. Liberum and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Liberum to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

27. it agrees to indemnify on an after tax basis and hold the Company and Liberum and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendices and further agrees that the provisions of the Appendices shall survive after completion of the Placing;

28. it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

29. its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in the future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Liberum. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor Liberum shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Liberum accordingly;

30. no action has been or will be taken by any of the Company, Liberum or any person acting on behalf of the Company or Liberum that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

31. in making any decision to subscribe for the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

32. it has (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (ii) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (iii) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (iv) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Liberum;

33. it may not rely on any investigation that Liberum or any person acting on its behalf may or may not have conducted with respect to the Company or the Placing and Liberum has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Liberum or the Company for the purposes of this Placing;

34. it will not hold Liberum or any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Liberum nor any person acting on behalf of Liberum makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

35. the Placee is a person located outside the United States and is subscribing for Placing Shares only in an "offshore transaction" as defined in and pursuant to Regulation S;

36. the Placee is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;

37. it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares is given; and

38. the foregoing representations, warranties and confirmations are given for the benefit of the Company and Liberum and are irrevocable. The Company, Liberum and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and Liberum. It irrevocably authorises Liberum and the Company to produce this Announcement pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set out herein.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Liberum will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Liberum and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Liberum and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Liberum accordingly.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Liberum or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Liberum, any money held in an account with Liberum on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Liberum money in accordance with the client money rules and will be used by Liberum in the course of its own business; and the Placee will rank only as a general creditor of Liberum.

All times and dates in this Announcement may be subject to amendment. Liberum shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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Friday, 20th December 2024

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