Result of Placing
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Time Out Group plc (AIM: TMO) (the "Company"), the global media and hospitality business, is pleased to announce that, following the announcement made earlier today (the "Launch Announcement") regarding the launch of a Placing (the "Placing"), it has successfully placed 16,796,806 new Ordinary Shares of £0.001 each in the capital of the Company (the "Placing Shares") at a price of 50 pence per Existing Ordinary Share (the "Issue Price") raising gross proceeds of approximately £8.4 million.
Allocations in the Placing will be confirmed to Placees as soon as practicable today. Panmure Liberum Limited ("Panmure Liberum") is acting as Nominated Adviser and sole bookrunner in connection with the Placing.
Director participation
The participation by certain Directors in the Placing is set out below:
| Name | Position/ status | Number of Existing Ordinary Shares | Number of Placing Shares | Number of Ordinary Shares held following Admission | % of issued share capital held following Admission |
|---|---|---|---|---|---|
| Peter Dubens | Non- Executive Chair | 8,350,485 | 666,666 | 9,017,151 | 2.52% |
| Chris Ohlund | Executive Director, CEO | - | 200,000 | 200,000 | 0.06% |
| Matt Pritchard | Executive Director, CFO | - | 60,000 | 60,000 | 0.02% |
| David Till | Non-Executive Director | 384,553 | 666,666 | 1,051,219 | 0.29% |
| Alexander Collins | Non-Executive Director | 34,055 | 200,000 | 234,055 | 0.07% |
The participation in the Placing of Peter Dubens, Chris Ohlund, Matt Pritchard, David Till and Alexander Collins, all existing directors of the Company, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies (the "Directors' Related Party Transaction").
The independent director of the Company for the purpose of the Directors' Related Party Transaction, Lord Rose, having consulted with Panmure Liberum, the Company's Nominated Adviser, considers the terms of the Directors' Related Party Transaction to be fair and reasonable insofar as Shareholders of the Company are concerned.
Other related party transactions
Oakley Capital Investments Limited ("OCI") has agreed to subscribe for 7,540,000 Placing Shares (the "Oakley Related Party Transaction") and Lombard Odier Asset Management (Europe) Limited ("Lombard Odier") has agreed to subscribe for 4,642,774 Placing Shares (the "Lombard Odier Related Party Transaction"), in each case pursuant to the Placing.
The participation in the Placing of each of OCI and Lombard Odier, both existing substantial Shareholders in the Company, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Each of the directors of the Company, having consulted with Panmure Liberum, the Company's Nominated Adviser, considers the terms of the Lombard Odier Related Party Transaction to be fair and reasonable insofar as Shareholders of the Company are concerned.
Each of the directors of the Company (other than Peter Dubens, David Till and Alex Collins, who are associated with OCI), having consulted with Panmure Liberum, the Company's Nominated Adviser, considers the terms of the Oakley Related Party Transaction to be fair and reasonable insofar as Shareholders of the Company are concerned.
Concert Party participation
OCI is the largest member of a concert party which was presumed to exist between a pre-IPO shareholding group which currently comprises (among others), OCI, Oakley Capital Limited, and three directors of the Company being, Peter Dubens, Alexander Collins and David Till (the "Concert Party Group"). OCI has agreed to subscribe for 7,540,000 Placing Shares pursuant to the Placing which, following Admission, will result in OCI holding approximately 38.10 per cent. of the enlarged issued ordinary share capital of the Company as a result of its subscription for 7,540,000 Placing Shares. In addition, certain other members of the Concert Party Group have agreed to subscribe for Placing Shares pursuant to the Placing. As a result, following Admission, the Concert Party Group is expected to hold in aggregate approximately 42.49 per cent. of the enlarged issued ordinary share capital of the Company.
Admission of Ordinary Shares to trading on AIM
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will be effective and settlement of the Placing Shares will commence at 8:00 a.m. on 4 November 2024. The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued Ordinary Shares.
Total voting rights
Following Admission, the Company's enlarged issued ordinary share capital will be 357,126,895. With effect from Admission, 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 under the Disclosure Guidance and Transparency Rules of the FCA.
The Company consulted with a number of its major shareholders prior to the Placing and has respected the principles of pre-emption as far as possible through the allocation process. The Company is pleased by the support it has received from existing shareholders.
For the purposes of MAR, this Announcement is being made on behalf of the Company by Matt Pritchard, Chief Financial Officer.
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