TIDMTMO
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR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 "Firm Placing"), a conditional offer for
subscription via PrimaryBid (the "PrimaryBid Offer"), 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 GBP 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 +44 (0) 207 813
Steven Tredget, Investor Relations Director 3000
PrimaryBid Limited enquires@primarybid.com
Fahim Chowdhury / James Deal
Liberum (Nominated Adviser and Broker) +44 (0) 203 100
Andrew Godber / Clayton Bush / Edward Thomas 2222
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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END
IOEFLFFTVVIIVIL
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