Update on PrimaryBid Offer

RNS Number : 0322U

Time Out Group plc

31 March 2021

 

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE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

Time Out Group plc

(" Time Out " or the " Company ")

Update on PrimaryBid Offer

Time Out (LON: TMO ), the AIM quoted global media and leisure business , announced on 30 March    2021 the launch of a proposed fundraising comprising a firm placing by   way of accelerated bookbuild process (the "FirmPlacing"), a conditional offer for subscription via PrimaryBid (the "PrimaryBidOffer"), a conditional placing of new ordinary shares (the "Conditional Placing") and a placing and open offer of new ordinary shares (the "Placing and Open Offer"), in each case at an issue price of 35 pence per new ordinary share (the "Issue Price") (together the "Capital Raising").

The Company is pleased to announce that the PrimaryBid Offer successfully closed at 1:30   p.m. on 30 March   2021 after being oversubscribed .

Following the successful closing of the PrimaryBid Offer, the Company expects to raise gross proceeds of £ 1.4   million through the issue of 4,000,000 new ordinary shares (the "PrimaryBid Offer Shares") at the Issue Price via the PrimaryBid Offer. Completion and settlement of the PrimaryBid Offer remains subject to, amongst other things, admission of the PrimaryBid Offer Shares and the new ordinary shares to be issued pursuant to the Firm Placing to AIM becoming effective ("First Admission") by not later than 8.00 a.m. on 6 April 2021, 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 becoming unconditional with respect to First Admission and not having been terminated by Liberum in accordance with its terms.

It is anticipated that a further update on the Capital Raising will be announced by the Company as soon as practicable following closing of the accelerated bookbuild process being conducted in connection with the Firm Placing (which remains ongoing), in line with the timetable outlined in the Company's announcement of the Capital Raising on 30 March 2021.

For further information please contact:

Time Out Group plc Julio Bruno, CEO Steven Tredget, Investor Relations Director	[phone]
PrimaryBid Limited Fahim Chowdhury / James Deal	[e-mail]
Liberum (Nominated Adviser and Broker) Andrew Godber / Clayton Bush / Edward Thomas	[phone]

IMPORTANT NOTICES

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 offered pursuant to the PrimaryBid Offer (the "PrimaryBid Offer 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.

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. 

The distribution of this announcement and the offering of the PrimaryBid Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company 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 PrimaryBid Offer or the Capital Raising . The PrimaryBid Offer Shares to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the PrimaryBid Offer Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this announcement, including the PrimaryBid Offer 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.

The PrimaryBid Offer Shares to be issued or sold pursuant to the PrimaryBid Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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.

If you are in any doubt about the contents of this announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

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