Results of Firm Placing and Retail Offer

RNS Number : 2709U

Time Out Group plc

01 April 2021

 

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TIME OUT GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

1 April 2021

Time Out Group plc

("Time Out" or the "Company")

Results of Firm Placing and Retail Offer

and

Notice of General Meeting

Time Out is pleased to announce that, following its announcement on 30 March 2021 regarding the launch of a Firm Placing, Retail Offer, Conditional Placing and Placing and Open Offer (together, the "Capital Raising"), the accelerated bookbuild process in relation to the Firm Placing has completed and the Company has placed a total of 24,320,000 new ordinary shares in the capital of the Company (the "Firm Placing Shares") at a price of 35 pence per Firm Placing Share (the "Issue Price") with existing institutional and other investors pursuant to the Firm Placing. Due to strong demand from institutional investors in the Firm Placing, the Directors have exercised their discretion to increase the size of the Conditional Placing by approximately £2.0 million.

As a result of the completion of the bookbuild process in relation to the Firm Placing and the increased size of the Conditional Placing, the Company confirms that it expects to issue a total of 48,571,947 new ordinary shares in the capital of the Company (the "New Ordinary Shares") pursuant to the Capital Raising, raising gross proceeds of approximately £17.0 million, representing approximately 17.1 per cent. of the Company's issued share capital immediately prior to the announcement of the Capital Raising.

Firm Placing and Retail Offer

Pursuant to the Firm Placing, 10,034,286 Firm Placing Shares have been placed firm with Lombard Odier and 14,285,714 Firm Placing Shares have been placed firm with the Other Firm Placees (being certain existing and other investors), in each case at the Issue Price of 35 pence per Firm Placing Share, raising approximately £8.5 million in aggregate (before expenses).

Further, as announced yesterday, a total of 4,000,000 new ordinary shares (the "Retail Offer Shares") have been subscribed for in the Retail Offer via the PrimaryBid Platform at the Issue Price, raising approximately £1.4 million in aggregate (before expenses).

Together, the Firm Placing and Retail Offer of 28,320,000 New Ordinary Shares at the Issue Price are expected to raise gross proceeds of approximately £9.9 million. It is expected that the Firm Placing Shares and Retail Offer Shares will be admitted to trading on AIM at 8:00 a.m. on 6 April 2021 ("First Admission").

Completion and settlement of the Firm Placing and the Retail Offer remain subject to, amongst other things, First Admission becoming effective and the placing and open offer agreement entered into between the Company and :Liberum Capital Limited ("Liberum") in connection with the Capital Raising dated 30 March 2021 (the "Placing and Open Offer Agreement") becoming unconditional with respect to First Admission and not having been terminated by Liberum in accordance with its terms.

Conditional Placing and Placing and Open Offer

Due to strong demand from institutional investors in the Firm Placing, the Directors have exercised their discretion to increase the size of the Conditional Placing by approximately £2.0 million. Pursuant to the Conditional Placing, 16,251,404 Conditional Placing Shares have been conditionally placed with Lombard Odier at the Issue Price, which is expected to raise approximately £5.7 million (before expenses). The Conditional Placing is conditional on, among other things, the approval of the Company's shareholders at the General Meeting.

In addition, in order to provide Qualifying Shareholders with an opportunity to participate in the Capital Raising, the Company is providing Qualifying Shareholders with the opportunity to subscribe for up to 4,000,543   New Ordinary Shares (the "Open Offer Shares") at the Issue Price pursuant to the Open Offer to raise gross proceeds of up to approximately £1.4 million. The terms and conditions of the Open Offer will be set out in a shareholder circular which will be posted later today (the "Circular") and which will also be made available on the Company's website at www.timeout.com shortly following posting. Pursuant to the Placing, Lombard Odier has agreed to subscribe for the Placing Shares, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

Each of the Directors of the Company who are Shareholders in the Company (being Mr. Julio Bruno, Mr. Peter Dubens and Mr. David Till), together with OCPE, OCI, Richard Caring and Lombard Odier, have irrevocably undertaken not to take up their respective Open Offer Entitlements or to apply for Open Offer Shares pursuant to the Excess Application Facility. These irrevocable undertakings relate to an aggregate of 208,108,896 Existing Ordinary Shares held by such Shareholders representing approximately 73.4 per cent. of the Existing Ordinary Shares, resulting in an expected 2,938,007 additional Open Offer Shares (representing the aggregate of these Shareholders' Open Offer Entitlements) being made available to other Qualifying Shareholders under the Excess Application Facility.

Together, the Conditional Placing and Placing and Open Offer of 20,251,947 New Ordinary Shares at the Issue Price are expected to raise gross proceeds of approximately £7.1 million. It is expected that the Conditional Placing Shares and the New Ordinary Shares to be issued pursuant to the Placing and Open Offer will be admitted to trading on AIM at 8:00 a.m. on 21 April 2021 ("Second Admission"). Completion and settlement of the Conditional Placing and the Placing and Open Offer remain subject to, amongst other things, the passing of the Conditional Placing Resolutions by Shareholders at the General Meeting (in the case of the Conditional Placing only), Second Admission becoming effective and the Placing and Open Offer Agreement becoming unconditional with respect to Second Admission and not having been terminated by Liberum in accordance with its terms.

Total Voting Rights

Following First Admission, the Company's issued share capital will comprise 311,691,803 Ordinary Shares. From First Admission, the figure of 311,691,803 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Liberum acted as sole bookrunner in relation to the Firm Placing, the Conditional Placing and the Placing.

Julio Bruno, CEO of the Company, said :

"Thanks to the support of our shareholders and new investors, this successful fundraise will allow Time Out to emerge from this period of disruption in a stronger position. We now look forward to once again opening the doors of our existing Time Out Markets and to opening new ones in great cities around the world. "  

Circular and General Meeting

Completion of the Conditional Placing is conditional upon, inter alia, the approval by Shareholders of certain resolutions to be proposed at a general meeting of the Company (the "General Meeting"). Notice of the General Meeting will be set out in the Circular . The General Meeting will be held at 11:00 a.m. on 20 April 2021 at 77 Wicklow Street, London, WC1X 9YJ.

In light of the current and anticipated public health guidelines, the Company strongly encourages all Shareholders to submit their Form of Proxy, appointing the Chairman of the General Meeting as proxy. In light of the current and anticipated public health guidelines and in order to protect the health and safety of the Company's stakeholders and the wider community, the General Meeting will be held as a closed meeting and Shareholders will not be allowed to attend in person. The Company will arrange for the minimum necessary quorum to be in attendance so that the meeting is able to conduct its business. Only the formal business of the Conditional Placing Resolutions will be carried out at the General Meeting and no update will be provided. Anyone seeking to attend the meeting in person (beyond the two persons designated by the Board as being necessary to form a quorum) will be refused entry. Any changes to the General Meeting (including any change to the location of the General Meeting) will be communicated to Shareholders before the meeting through our website at www.timeout.com and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Open Offer Record Date	6.00 p.m. on 29 March 2021
Announcement of the Capital Raising	30 March 2021
Date Existing Ordinary Shares marked 'ex-entitlement' by the London Stock Exchange	30 March 2021
Announcement of the results of the Firm Placing and the Retail Offer	1 April 2021
Date of the posting of the Circular, Forms of Proxy and Application Forms	1 April 2021
First Admission and commencement of dealings in the Firm Placing Shares and the Retail Offer Shares on AIM expected to commence	8.00 a.m. on 6 April 2021
Expected date for CREST accounts to be credited with Firm Placing Shares in uncertificated form	As soon as practicable after 8.00 a.m. on 6 April 2021
Open Offer Entitlements and Excess Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders	6 April 2021
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST	4.30 p.m. on 13 April 2021
Latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST	3.00 p.m. on 14 April 2021
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 15 April 2021
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 16 April 2021
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 19 April 2021
General Meeting	11.00 a.m. on 20 April 2021
Results of the General Meeting and the Open Offer expected to be announced through a Regulatory Information Service	20 April 2021
Second Admission and commencement of dealings in the Conditional Placing Shares and the New Ordinary Shares to be issued pursuant to the Placing and Open Offer on AIM expected to commence	8.00 a.m. on 21 April 2021
Expected date for CREST accounts to be credited with the Conditional Placing Shares and the New Ordinary Shares to be issued pursuant to the Placing and Open Offer in uncertificated form	As soon as practicable after 8.00 a.m. on 21 April 2021
Expected date for dispatch of definitive share certificates in respect of the Open Offer Shares to be issued in certificated form	by 6 May 2021

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 Conditional Placing Resolutions are passed at the General Meeting without amendment and that the Placing and Open Offer Agreement becomes unconditional in all respects with respect to First Admission and Second Admission and is not terminated in accordance with its terms by Liberum.

Terms used in this Announcement and not otherwise defined herein shall have the meaning given to such terms in the announcement of the Capital Raising by the Company on 30 March 2021.

For further information, please contact:
Time Out Group plc	Tel: [phone]
Julio Bruno, CEO
Steven Tredget, Investor Relations Director
Liberum (Nominated Adviser and Broker)	Tel: [phone]
Andrew Godber / Clayton Bush / Edward Thomas
FTI Consulting LLP	Tel: [phone]
Edward Bridges / Stephanie Ellis / Fiona Walker

IMPORTANT NOTICES

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

This Announcement is not an offer of securities for sale in or into the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "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 Capital Raising in the United States or to conduct a public offering of securities in the United States.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order and (ii) are qualified investors as defined in article 2(e) of the UK Prospectus Regulation and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "Relevant Persons"). Any investment in connection with the Capital Raising will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by 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 Capital Raising , 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 Capital Raising or any other matter referred to herein.

The distribution of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe, such restrictions.

The Announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising . The New Ordinary Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this Announcement, including the New Ordinary Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

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