Results of Open Offer & Related Party Transaction

RNS Number : 3210P

Time Out Group plc

09 June 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT 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.

9 June 2020

Time Out Group plc

("Time Out" or the "Company")

Results of Open Offer

and

Related Party Transaction

On 22 May 2020, Time Out announced a proposed Placing and Open Offer of New Ordinary Shares to raise, in aggregate, up to £49 million (before expenses) by way of a Placing to raise gross proceeds of £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 Company announces the result of the Open Offer as follows:

6,135,967 New Ordinary Shares were taken up under the Open Offer, including Open Offer Shares applied for pursuant to the Excess Application Facility, raising gross proceeds of approximately £2.1 million.

Completion of the Placing and Open Offer is conditional upon, inter alia, the approval by Shareholders of the Resolutions, to be proposed at the General Meeting of the Company to be held on 11 June 2020. Subject to the passing of the Resolutions at the General Meeting, application will be made for the New Ordinary Shares to be admitted to trading on AIM. Admission is expected to occur at 8.00 a.m. on 12 June 2020, when dealings in the New Ordinary Shares are expected to begin.

Related Party Transaction

Peter Dubens, Non-Executive Chairman of the Company, has taken up his Open Offer Entitlement in full, representing 424,048 New Ordinary Shares. In addition, Mr. Dubens applied for and will receive a further 1,870,672 New Ordinary Shares under the Excess Application Facility.

As at 21 May 2020 (the latest practicable date prior to the public announcement of the Placing and Open Offer), Mr. Dubens indirectly held 2,650,302 Existing Ordinary Shares, representing 1.78 per cent. of the Existing Ordinary Shares. By virtue of Mr. Dubens being a Director, he is considered to be a related party of the Company for the purposes of the AIM Rules for Companies. Therefore, the proposed participation of Mr. Dubens in the Open Offer is, for the purpose of AIM Rule 13, considered to be a "Related Party Transaction". As disclosed on 22 May 2020, Mr. Dubens' irrevocably undertook to take up his Open Offer Entitlement in full and appropriate disclosure with regard to AIM Rule 13 in this context was made on 22 May 2020.

Mr. Dubens also irrevocably undertook to submit an application for up to a further 2,074,647 New Ordinary Shares under the Open Offer pursuant to the Excess Application Facility, and he subsequently applied for 1,870,672 New Ordinary Shares through the Excess Application Facility. The final number of Open Offer Shares to be received by Mr. Dubens under the Excess Application Facility has now been confirmed as 1,870,672 New Ordinary Shares and the directors of the Company (excluding Mr. Dubens himself and Alexander Collins, Non-Executive Director of the Company, who is not considered to be independent for the purpose of Mr. Dubens' participation in the Open Offer) consider, having consulted with the Company's nominated adviser, Liberum, the terms of Mr. Dubens' participation in the Open Offer pursuant to the Excess Application Facility is fair and reasonable insofar as Shareholders are concerned.

Following Admission of the New Ordinary Shares, Mr. Dubens will have an indirect holding of 4,945,022 Ordinary Shares, representing approximately 1.7 per cent. of the Enlarged Share Capital.

Defined terms used in this announcement will have the meanings (unless the context otherwise requires) set out in the circular published by the Company dated 23 May 2020, which is available on the Company's website ( www.timeout.com ).

For further information, please contact:
Time Out Group plc	Tel: [phone]
Julio Bruno, CEO
Adam Silver, CFO
Steven Tredget, Investor Relations Director
Liberum (Nominated Adviser and Broker)	Tel: [phone]
Clayton Bush / Andrew Godber / Edward Thomas
FTI Consulting LLP	Tel: [phone]
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 Placing and Open Offer 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 Financial Conduct Authority (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 Placing and Open Offer 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 Financial Services and Markets Act 2000 (as amended) (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 Regulation Rules of the FCA 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 plc, 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 Capital Limited ("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, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and sole bookrunner for the Company and for no-one else in connection with the Placing and Open Offer, 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 Placing and Open Offer 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 Placing and Open Offer. 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.

 

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