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Retail Offer

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Time Out Group plc has announced a conditional retail offer of new ordinary shares at 8 pence per share, representing a 30.4% discount to the previous day's closing price of 11.5 pence. This offer, available to UK investors with a minimum subscription of £250, is part of a larger capital raising intended to fund working capital shortages, support expansion into new markets, and accelerate technology investments. The retail offer is conditional on shareholder approval and admission to trading on AIM, expected on January 7, 2026, and will only proceed if the firm and conditional placings with institutional investors are also completed.

Full announcement

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  • The Issue Price for the new Ordinary Shares is 8 pence per new Ordinary Share, representing a discount of 30.4 per cent to the closing middle market price of the Company's existing Ordinary Shares on 17 December 2025 of 11.5 pence;
  • The Retail Offer is available to both existing shareholders and new investors;
  • The Retail Offer is only available to investors in the United Kingdom;
  • There is a minimum subscription of £250 per investor in the Retail Offer;
  • No commission will be charged by RetailBook on applications to the Retail Offer;

The Retail Offer

Time Out (AIM: TMO), the global media and hospitality business, is pleased to announce a conditional retail offer of new ordinary shares in the capital of the Company ("Ordinary Shares") via RetailBook (the "Retail Offer") at an issue price of 8 pence per new Ordinary Share (the "Issue Price"), being a discount of 30.4 per cent to the closing mid-price of the Company's existing Ordinary Shares on 17 December 2025 of 11.5 pence.

The Company is also conducting a firm placing (the "Firm Placing") and conditional placing (the "Conditional Placing" and, together with the Firm Placing and the Retail Offer, the "Capital Raising") of new Ordinary Shares to institutional investors by way of an accelerated bookbuilding process as announced by the Company earlier today. For the avoidance of doubt, the Retail Offer is not part of the Firm Placing or Conditional Placing.

The Retail Offer is conditional on approval by the Company's Shareholders at a general meeting of the Company expected to be held at 9.30 a.m. on 6 January 2026. The new Ordinary Shares to be issued pursuant to the Retail Offer and the Conditional Placing are further conditional on being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 7 January 2026. It is expected that admission of the new Ordinary Shares to be issued pursuant to the Firm Placing will occur at 8.00 a.m. on 22 December 2025.

The Retail Offer will not be completed without the Firm Placing and Conditional Placing also being completed.

The Company will use the net proceeds of the Capital Raising to fund near-term seasonal working capital shortages (including one-off restructuring costs), to provide growth capital into new markets, and to accelerate technology investments.

Reason for the Retail Offer

The Company values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders, to provide retail and other interested investors in the United Kingdom the opportunity to participate in the Retail Offer.

The Retail Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The Retail Offer is expected to close at 3 p.m. on 18 December 2025 and may close earlier at the discretion of the Company.

Eligibility for the Retail Offer

Some partners may only accept applications from existing shareholders and/or existing customers.

There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the Retail Offer.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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