TIDMTMO
RNS Number : 0447P
Time Out Group plc
07 October 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION,
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. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
7 October 2019
Time Out Group plc
("Time Out", the "Company" or the "Group")
Completion of Placing
Time Out Group plc is pleased to confirm that, further to the
announcement made earlier today, the Company has completed its
fundraise of GBP17.1 million (the "Placing") through the issue of
an aggregate of 13,468,939 new Ordinary Shares at a price of 127
pence per new Ordinary Share.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares
of GBP0.001 each in the Company including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue of the Placing Shares.
Liberum Capital Limited ("Liberum") acted as Sole Bookrunner in
respect of the Placing.
Application has been made to the London Stock Exchange for the
admission of the new Ordinary Shares to trading on AIM (the
"Admission") and dealings are expected to commence at 8.00 a.m. on
9 October 2019. The Placing is conditional upon, inter alia,
Admission becoming effective and upon the placing agreement between
the Company and Liberum not being terminated.
Following Admission, the Company will have a total of
148,469,409 Ordinary Shares of GBP0.001 each in issue. This figure
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 a change to their interest in the Company.
Unless otherwise defined, all capitalised terms in this
Announcement are defined at the end of the announcement made
earlier today entitled "Proposed Placing".
Invesco Asset Management Limited ("Invesco") have agreed to
subscribe for an aggregate of 2,125,984 Placing Shares, pursuant to
the Placing. Invesco is a related party of the Company for the
purposes of the AIM Rules by virtue of their status as a
substantial shareholder holding 10% or more of the existing
Ordinary Shares.
The Board consider, having consulted with the Company's
nominated adviser, Liberum, that the terms upon which Invesco are
participating in the Placing are fair and reasonable insofar as the
Company's shareholders are concerned.
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 Sole Bookrunner) Tel: +44 (0)203 100 2222
Steve Pearce
Joshua Hughes
Euan Brown
William Hall
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 Placing 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 of the Company, 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.
The Placing Shares have not been and will not be registered
under the U.S. 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 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 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 Directive. 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 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
(EU) 2017/1129 ("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" as defined in section 86 of FSMA 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, 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
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 or
any other matter referred to herein.
The distribution of this Announcement and the offering of the
Placing 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. The Placing
Shares to which this Announcement relates may be illiquid and / or
subject to restrictions on their resale. Prospective purchasers of
the Placing Shares should conduct their own due diligence, analysis
and evaluation of the business and data described in this
Announcement, including the Placing 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 U.S. 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 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.
END
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(END) Dow Jones Newswires
October 07, 2019 11:39 ET (15:39 GMT)
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