TIDMTMO
RNS Number : 8026N
Time Out Group plc
22 May 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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
22 May 2020
Time Out Group plc
("Time Out" or the "Company")
Results of Placing
and
Notice of General Meeting
The Company is pleased to announce that, following the
announcement of its non-pre-emptive placing earlier today (the
"Placing"), it has placed 128,571,428 new ordinary shares in the
capital of the Company (the "Placing Shares") at a price of 35
pence per Placing Share (the "Issue Price"), raising gross proceeds
of approximately GBP45 million.
Liberum Capital Limited ("Liberum") acted as sole bookrunner in
relation to the Placing.
Julio Bruno, CEO of the Company, said :
"A combination of this successful fundraising, a cost reduction
programme and further strategic initiatives will support Time Out
as it emerges from this period of COVID-19 led disruption with a
stronger brand, a larger audience and a higher operating margin and
will be well positioned to continue the successful Time Out Markets
roll-out which transformed the Group in 2019."
"Consumers and chefs alike are keen to return to our Markets,
which will offer an appealing proposition following the lifting of
lockdown. Large, well-ventilated Market venues are well suited to
allow social distancing in an enjoyable environment, whilst
continuing to offer the very best food a city has to offer. "
Related Party Transactions
Oakley Capital Private Equity L.P. ("OCPE") has agreed to
subscribe for 35,100,000 Placing Shares pursuant to the Placing and
Oakley Capital Investments Limited ("OCI") has agreed to subscribe
for 36,000,000 Placing Shares pursuant to the Placing.
As at 21 May 2020 (being the latest practicable date prior to
this announcement), OCPE indirectly held 45,361,015 existing
ordinary shares in the capital of the Company ("Existing Ordinary
Shares") representing approximately 30.55 per cent. of the Existing
Ordinary Shares and OCI held 31,436,385 Ordinary Shares
representing approximately 21.17 per cent. of the Existing Ordinary
Shares. By virtue of OCPE and OCI each holding more than 10 per
cent. of the Existing Ordinary Shares, they are each considered to
be a substantial shareholder in the Company and, as such, they are
each considered to be a related party of the Company for the
purposes of the AIM Rules for Companies ("AIM Rules"). Therefore,
the participation of each of OCPE and OCI in the Placing is, for
the purpose of AIM Rule 13, in each case, considered to be a
"Related Party Transaction". The Directors of the Company
(excluding Peter Dubens, Non-Executive Chairman of the Company, and
Alexander Collins, Non-Executive Director of the Company, who are
not considered to be independent for the purposes of these
participations as a consequence of their being partners of OCPE and
Oakley Capital Limited and Peter Dubens being a non-executive
director of OCI), consider that, having consulted with the
Company's nominated adviser, Liberum, the terms of OCPE's and OCI's
participation in the Placing are fair and reasonable insofar as
shareholders in the Company are concerned.
Following admission of the new ordinary shares, OCPE will have
an indirect holding of 80,461,015 ordinary shares in the share
capital of the Company ("Ordinary Shares"), representing
approximately 27.89 per cent. of the Company's enlarged share
capital (the "Enlarged Share Capital"), assuming full take up of
the open offer also announced by the Company earlier today (the
"Open Offer") and OCI will have a holding of 67,436,385 Ordinary
Shares, representing approximately 23.37 per cent. of the Enlarged
Share Capital, assuming full take up of the Open Offer.
Open Offer
As announced earlier today, the Company also intends to raise up
to approximately GBP4 million through the issue of up to 11,471,521
new Ordinary Shares (the "Open Offer Shares" and, together with the
Placing Shares, the "New Ordinary Shares") pursuant to the Open
Offer. The Company considers it important that shareholders who are
not able to take part in the Placing have an opportunity to
participate in the proposed fundraising at the Issue Price. The
Company is therefore providing qualifying shareholders (the
"Qualifying Shareholders") with the opportunity to subscribe for up
to 11,471,521 Open Offer Shares at the Issue Price pursuant to the
Open Offer, pro rata to their holdings of Existing Ordinary Shares
against all Existing Ordinary Shares held by Qualifying
Shareholders. Qualifying Shareholders may also make applications in
excess of their pro rata initial entitlement up to an amount equal
to the total number of Open Offer Shares available under the Open
Offer less an amount equal to such Qualifying Shareholder's Open
Offer entitlement. The Company's two largest shareholders, OCI and
OCPE, are not Qualifying Shareholders and, accordingly, will not
participate in the Open Offer. The terms and conditions of the Open
Offer will be set out in a shareholder circular expected to be
posted on 23 May 2020 (the "Circular") and which will also be made
available on the Company's website at www.timeout.com shortly
following posting.
Circular and General Meeting
Completion of the Placing and Open Offer are 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 a.m. on Thursday
11 June 2020 at 77 Wicklow Street, London, WC1X 9YJ.
In light of public health advice in response to the COVID-19
outbreak, including to limit travel and public gatherings, the
Company strongly encourages all shareholders to submit their Form
of Proxy, appointing the Chairman of the General Meeting as proxy.
If the "Stay Alert Guidance" announced by the UK Government on 11
May 2020 continues to apply on the date of the General Meeting,
shareholders will not be allowed to attend the General Meeting in
person and anyone who attempts to do so will be refused entry. The
situation regarding COVID-19 is constantly evolving, and the UK
Government may change current restrictions or implement further
measures relating to the holding of general meetings during the
affected period. 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 the Company's website at
www.timeout.com and, where appropriate, by announcement made by the
Company to a Regulatory Information Service.
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 Broker) Tel: +44 (0)203 100
2222
Clayton Bush / Andrew Godber / Edward Thomas
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 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 Authroity (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 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 Fundraising. 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 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
MSCBUGDUXGDDGGD
(END) Dow Jones Newswires
May 22, 2020 11:06 ET (15:06 GMT)
Time Out (LSE:TMO)
Historical Stock Chart
From Apr 2024 to May 2024
Time Out (LSE:TMO)
Historical Stock Chart
From May 2023 to May 2024