TIDMTMO
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 GBP2.0 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 GBP17.0 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 GBP8.5 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 GBP1.4 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 GBP9.9 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 GBP2.0
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 GBP5.7 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 GBP1.4 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 GBP7.1 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' 30 March 2021
by the London Stock Exchange
Announcement of the results of the Firm Placing 1 April 2021
and the Retail Offer
Date of the posting of the Circular, Forms 1 April 2021
of Proxy and Application Forms
First Admission and commencement of dealings 8.00 a.m. on 6 April
in the Firm Placing Shares and the Retail 2021
Offer Shares on AIM expected to commence
Expected date for CREST accounts to be credited As soon as practicable
with Firm Placing Shares in uncertificated after 8.00 a.m. on 6
form April 2021
Open Offer Entitlements and Excess Open Offer 6 April 2021
Entitlements credited to CREST stock accounts
of Qualifying CREST Shareholders
Recommended latest time and date for requesting 4.30 p.m. on 13 April
withdrawal of Open Offer Entitlements and 2021
Excess Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 14 April
Entitlements and Excess Open Offer Entitlements 2021
into CREST
Latest time and date for splitting Application 3.00 p.m. on 15 April
Forms (to satisfy bona fide market claims 2021
in relation to Open Offer Entitlements only)
Latest time and date for receipt of completed 11.00 a.m. on 16 April
Forms of Proxy and receipt of electronic proxy 2021
appointments via the CREST system
Latest time and date for receipt of completed 11.00 a.m. on 19 April
Application Forms and payment in full from 2021
Qualifying Shareholders under the Open Offer
or settlement of the relevant CREST instructions
(as appropriate)
General Meeting 11.00 a.m. on 20 April
2021
Results of the General Meeting and the Open 20 April 2021
Offer expected to be announced through a Regulatory
Information Service
Second Admission and commencement of dealings 8.00 a.m. on 21 April
in the Conditional Placing Shares and the 2021
New Ordinary Shares to be issued pursuant
to the Placing and Open Offer on AIM expected
to commence
Expected date for CREST accounts to be credited As soon as practicable
with the Conditional Placing Shares and the after 8.00 a.m. on 21
New Ordinary Shares to be issued pursuant April 2021
to the Placing and Open Offer in uncertificated
form
Expected date for dispatch of definitive share by 6 May 2021
certificates in respect of the Open Offer
Shares to be issued in certificated form
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: +44 (0) 207 813
3000
Julio Bruno, CEO
Steven Tredget, Investor Relations Director
Liberum (Nominated Adviser and Broker) Tel: +44 (0) 203 100
2222
Andrew Godber / Clayton Bush / Edward
Thomas
FTI Consulting LLP Tel: +44 (0) 203 727
1000
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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END
ROIUPUUWCUPGUAG
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