Result of Firm and Conditional Placing

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 Firm Placing, a Conditional Placing and a Retail Offer (together, the "Capital Raising"), the accelerated Bookbuild process has completed and the Company has successfully placed 100,000,000 Placing Shares of £0.001 each in the capital of the Company at an Issue Price of 8 pence per New Ordinary Share, raising gross proceeds of approximately £8.0 million.

Pursuant to the Firm Placing, a total of 35,726,000 New Ordinary Shares have been placed with OCI, raising gross proceeds of approximately £2.9 million. It is expected that First Admission in respect of the Firm Placing Shares will occur at 8.00 a.m. on 22 December 2025.

Pursuant to the Conditional Placing, a total of 64,274,000 New Ordinary Shares have been placed with investors, raising gross proceeds of approximately £5.1 million. It is expected that, subject to the passing of the Resolutions by Shareholders at the General Meeting, Second Admission in respect of the Conditional Placing Shares will occur at 8.00 a.m. on 7 January 2026.

Allocations in the Capital Raising 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.

Retail Offer

As announced earlier today, the Company has also launched a Retail Offer through RetailBook. The Retail Offer provides existing and new retail Shareholders in the United Kingdom with an opportunity to participate in the Capital Raising at the same Issue Price as the Firm Placing and the Conditional Placing. A separate announcement is expected to be made later today following this Announcement regarding the results of this Retail Offer.

Director participation

The participation by certain Directors in the Conditional Placing is set out below:

*Note this does not include the impact of the Retail Offer

The participation in the Conditional Placing of Chris Ohlund and Matt Pritchard, both existing Directors of the Company, constitutes a "Related Party Transaction" pursuant to Rule 13 of the AIM Rules for Companies (the "Directors' Related Party Transactions").

The Independent Director of the Company for the purpose of the Directors' Related Party Transactions, Lord Rose, having consulted with Panmure Liberum, the Company's Nominated Adviser, considers the terms of the Directors' Related Party Transactions to be fair and reasonable insofar as Shareholders of the Company are concerned.

Debt for Equity Conversion

As detailed in the Launch Announcement, the Company will, subject to the passing of the Resolutions by Shareholders at the General Meeting, issue 63,030,062 Conversion Shares to OCL at the Conversion Price in consideration for the release of £4.9 million in aggregate principal amount of outstanding August OCL Debt (together with anticipated accrued and unpaid interest on the August OCL Debt to (but excluding) Second Admission of approximately £142,405) by OCL. It is expected that Second Admission in respect of the Conversion Shares will occur at 8.00 a.m. on 7 January 2026.

Significant Shareholder Participation

As detailed in the Launch Announcement, Oakley Capital Investments Limited ("OCI") agreed to subscribe for, and has been allocated, 35,726,000 Firm Placing Shares and 2,348,855 Conditional Placing Shares. Following First Admission, OCI will hold approximately 43.7 per cent. of the issued share capital of the Company as at the time of First Admission.

In addition, Oakley Capital Limited ("OCL") has been allocated 9,250,226 Conditional Placing Shares pursuant to the Conditional Placing and will subscribe for 63,030,062 Conversion Shares pursuant to the Debt for Equity Conversion.

Therefore, following First Admission, the Concert Party Group will hold 187,454,852 Ordinary Shares, representing approximately 47.7 per cent. of the issued share capital of the Company as at the time of First Admission. Following Second Admission, subject to the passing of the Resolutions by Shareholders at the General Meeting, the Concert Party Group will hold 262,083,995 Ordinary Shares, representing approximately 50.4 per cent. of the Enlarged Share Capital. The number of Ordinary Shares held by the Concert Party Group as a percentage of the Enlarged Share Capital following Second Admission may change depending on the extent of the participation of existing and new retail Shareholders in the Retail Offer. A separate announcement is expected to be made later today following this Announcement regarding the results of this Retail Offer.

As detailed in the Launch Announcement, Lombard Odier Asset Management (Europe) Limited ("Lombard Odier") agreed to subscribe for, and has been allocated, 29,403,386 Conditional Placing Shares pursuant to the Conditional Placing. Following Second Admission, Lombard Odier will hold approximately 25.8 per cent. of the Enlarged Share Capital.

Settlement and Admission of Ordinary Shares to trading on AIM

As set out in the Launch Announcement, it is expected that the Firm Placing Shares and the Conditional Placing Shares will be settled in two tranches.

The Firm Placing Shares, consisting of 35,726,000 New Ordinary Shares (representing approximately 10.0% of the Existing Ordinary Shares) is expected to settle on or before 8.00 a.m. on 22 December 2025. The issue of the Firm Placing Shares is not conditional upon Shareholder approval of the Resolutions.

The issue of the Conditional Placing Shares, comprising a further 64,274,000 New Ordinary Shares (representing approximately 18.0% of the Existing Ordinary Shares), will be subject to the passing of the Resolutions at the General Meeting to be held on or around 6 January 2026. The Company expects to publish a Circular in connection with the Transactions on or around 19 December 2025, in order to convene the General Meeting.

The Firm Placing Shares and the Conditional Placing shares will be issued credited as fully paid and will, on issue, rank pari passu in all respects with the Existing Ordinary Shares of the Company, including the right to receive all dividends and other distributions thereafter declared, made or paid following First Admission in respect of the Firm Placing Shares and Second Admission in respect of the Conditional Placing Shares.

Application has been made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will be effective and settlement of the Firm Placing Shares will commence at 8:00 a.m. on 22 December 2025.

Application will be made to the London Stock Exchange for the Conditional Placing Shares to be admitted to trading on AIM ("Second Admission"). It is expected that Second Admission will be effective and settlement of the Conditional Placing Shares will commence at 8.00 a.m. on 7 January 2026.

General Meeting

Set out in the Circular will be a notice convening the General Meeting of the Company which is expected to be held at 1st Floor, 172 Drury Lane, London, WC2B 5QR on 6 January 2026 at 9.30 a.m., at which the Resolutions will be proposed. Please note that the summary and explanation set out below is not the full text of the Resolutions and Shareholders should read the full text of the Resolutions as set out in the Notice of General Meeting before returning their Form of Proxy.

The Resolutions can be summarised as follows:

• Resolution 1 - this will be proposed as an ordinary resolution and seeks the approval of Shareholders to authorise the Directors to allot the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares in connection with the Conditional Placing, the Retail Offer and the Debt for Equity Conversion; and
• Resolution 2 - this will be proposed as a special resolution and seeks the approval of Shareholders to authorise the Directors to disapply pre-emption rights in connection with the allotment of the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares.

Save in respect of the allotment of the New Ordinary Shares, the grant of options to officers and/or employees under employee share plans or other similar incentive arrangements and pursuant to any exercise of existing options in respect of Ordinary Shares, the Directors have no current intention to allot shares, or rights to subscribe or convert into shares, in the capital of the Company.

Shareholders should note that, if the Resolutions are not passed by Shareholders at the General Meeting, the Conditional Placing, the Retail Offer and the Debt for Equity Conversion will not complete.

Total voting rights

Following First Admission, the Company's enlarged issued ordinary share capital will be 393,134,117. With effect from First 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.

Capitalised terms used but not defined in this Announcement shall have the meaning given to them in the Launch Announcement, save where context otherwise dictates.

Market soundings (as defined in MAR) were taken in respect of the Capital Raising with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

For the purposes of MAR, this Announcement is being made on behalf of the Company by Matt Pritchard, Chief Financial Officer.