Firm Placing, Conditional Placing and Retail Offer
Summary by AI BETAClose X
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").
FOR IMMEDIATE RELEASE
18 December 2025
Time Out Group plc
("Time Out" or the "Company")
Launch of Firm Placing, Conditional Placing and Retail Offer
Conversion of Debt into Equity
Time Out Group plc (AIM: TMO), the global media and hospitality business, today announces its intention to raise approximately £8.0 million (before fees and expenses) by way of a Firm Placing, a Conditional Placing and a Retail Offer at an issue price of 8.0 pence per New Ordinary Share (the "Issue Price") (together, the "Capital Raising").
The Issue Price represents a discount of approximately 30.4 per cent. to the Closing Price of 11.5 pence per Existing Ordinary Share on 17 December 2025 (being the latest practicable date prior to the release of this Announcement).
The Firm Placing consists of 35,726,000 New Ordinary Shares to raise gross proceeds of approximately £2.9 million at the Issue Price. Oakley Capital Investments Limited ("OCI") has committed to take up the full amount of Firm Placing Shares being made available pursuant to the Firm Placing.
The Conditional Placing consists of 64,274,000 New Ordinary Shares to raise gross proceeds of approximately £5.1 million at the Issue Price. In connection with the Conditional Placing, OCI, Oakley Capital Limited ("OCL") and Lombard Odier Asset Management (Europe) Limited ("Lombard Odier") have each committed to take up 2,348,855, 4,377,693 and 29,403,386 Conditional Placing Shares, respectively, with OCL further committing to take up any additional Conditional Placing Shares not taken up by other investors pursuant to the Conditional Placing.
Certain Directors, namely Chris Ohlund and Matt Pritchard, have indicated an intention to subscribe for 1,500,000 New Ordinary Shares pursuant to the Conditional Placing, which would raise gross proceeds of £120,000 in aggregate.
The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following the release of this Announcement, in accordance with the terms and conditions set out in Appendix 2 of this Announcement, and will determine final demand for and participation in the Placing. Panmure Liberum Limited ("Panmure Liberum") is acting as Nominated Adviser and Sole Bookrunner in relation to the Placing. The timing of the closing of the Bookbuild is at the absolute discretion of Panmure Liberum (in consultation with the Company). Allocations of Placing Shares will be determined by Panmure Liberum in its absolute discretion (in consultation with the Company) and will be confirmed orally or by email to Placees following the close of the Bookbuild.
In addition, the Company is launching a separate retail offer to existing and new retail investors in the United Kingdom via RetailBook (the "Retail Offer"). A separate announcement is expected to be made shortly following this Announcement regarding this Retail Offer.
The Company also announces it is undertaking a debt to equity conversion through which £4.9 million in aggregate principal amount of outstanding debt pursuant to the August OCL Subscription Agreement (together with anticipated accrued and unpaid interest on the August OCL Debt to (but excluding) Second Admission of approximately £142,405) will be converted to New Ordinary Shares at the Issue Price through the issue of 63,030,062 New Ordinary Shares, with the remaining undrawn amount of approximately £1.1 million under the August OCL Subscription Agreement remaining available to the Company (the "Debt for Equity Conversion" and, together with the Capital Raising, the "Transactions").
Completion of the Conditional Placing, the Retail Offer and the Debt for Equity Conversion will be conditional upon, among other things, the approval by the Company's Shareholders of certain resolutions (the "Resolutions") to be proposed at a general meeting of the Company (the "General Meeting").
The New Ordinary Shares to be issued pursuant to the Transactions will represent approximately 45.6 per cent. of the Existing Ordinary Shares. This does not include the number of Retail Offer Shares to be issued pursuant to the Retail Offer as that is currently unknown.
The Company today separately announced its audited results for the financial year ended 30 June 2025.
Transaction Highlights
· Capital Raising, consisting of a Firm Placing and a Conditional Placing, to raise approximately £8.0 million, before fees and expenses, via the issue of New Ordinary Shares at the Issue Price. A Retail Offer will be announced alongside.
· It is expected that 100,000,000 New Ordinary Shares will be issued pursuant to the Capital Raising, which represents approximately 28.0 per cent. of the Existing Ordinary Shares. This does not include the number of Retail Offer Shares to be issued pursuant to the Retail Offer as that is currently unknown.
· Net proceeds of the Capital Raising will be utilised 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.
· Debt for Equity Conversion of the August OCL Debt, pursuant to which 63,030,062 New Ordinary Shares will be issued to OCL at the Issue Price in consideration for the release of £4.9 million in aggregate principal amount of the August OCL Debt (together with anticipated accrued and unpaid interest on the August OCL Debt to (but excluding) Second Admission of approximately £142,405).
· The Placing is to be conducted by way of an accelerated bookbuild process, which will commence immediately following this Announcement. Appendix 2 of this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.
· The Company's two largest Shareholders OCI and Lombard Odier, together with OCL, have each provided their irrevocable commitment to participate in the Placing and vote in favour of the Resolutions. In addition, certain other Shareholders, including the Directors, have provided irrevocable undertakings to vote in favour of the Resolutions at the General Meeting.
· The final number of Placing Shares will be agreed by Panmure Liberum and the Company at the close of the Bookbuild, and the result will be announced as soon as practicable thereafter, confirming the final details of the Capital Raising.
· The timing for the close of the Bookbuild shall be at the absolute discretion of Panmure Liberum, in consultation with the Company.
· Certain Directors, being Chris Ohlund and Matt Pritchard, intend to participate in the Conditional Placing, in an amount which is expected to comprise up to approximately £120,000 (in aggregate) through the issue of Placing Shares.
· For the avoidance of doubt, the Capital Raising is not underwritten by Panmure Liberum or any other party, whether as to settlement risk or otherwise.
· At the Company's Annual General Meeting held on 11 December 2024, the Directors were granted authorities to allot shares and disapply pre-emption rights under section 551 and section 570 of the Act. Whilst these authorities are sufficient to enable the Company to allot and issue the full amount of Firm Placing Shares pursuant to the Firm Placing, these authorities are insufficient to enable the Company to allot and issue the Conditional Placing Shares pursuant to the Conditional Placing, the Retail Offer Shares pursuant to the Retail Offer and the Conversion Shares pursuant to the Debt for Equity Conversion. Accordingly, the issue of the Firm Placing Shares will not be conditional upon Shareholder approval, and admission of the Firm Placing Shares is expected to occur at 8.00 a.m. on 22 December 2025 (or such later time and/or date as the Company and Bookrunner may agree).
· The issue of the second tranche of New Ordinary Shares, comprising the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares, will be conditional upon Shareholder approval of the Resolutions at the General Meeting. Therefore, the Company intends to convene a General Meeting, expected to be held on or around 6 January 2026, to authorise the allotment of the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares on a non-pre-emptive basis.
· Admission of the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares is expected to occur at 8:00 a.m. on 7 January 2026 (or such later time and/or date as the Company and Bookrunner may agree).
· The New Ordinary Shares shall be fully paid and shall rank pari passu in all respects with the Existing Ordinary Shares from First Admission or Second Admission (as applicable).
· The Company expects to publish a circular (the "Circular") in connection with the Transactions following the closure of the Bookbuild, in order to convene the General Meeting.
· The Company and Panmure Liberum have entered into a Placing Agreement in connection with the Capital Raising, pursuant to which Panmure Liberum has agreed, subject to the terms and conditions set out therein, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Firm Placing Shares and Conditional Placing Shares, in such number, if any, to be determined following completion of the Bookbuild and as may be agreed between the Company and Panmure Liberum.
· The Firm Placing is conditional, inter alia, upon:
o First Admission becoming effective by not later than 8.00 a.m. on 22 December 2025 (or such later date as may be agreed by the Company and Panmure Liberum); and
o the Placing Agreement becoming unconditional with respect to First Admission and not having been terminated by Panmure Liberum in accordance with its terms.
· The Conditional Placing and the Retail Offer are each conditional, inter alia, upon:
o the Resolutions being passed by Shareholders at the General Meeting;
o Second Admission becoming effective by not later than 8.00 a.m. on 7 January 2026 (or such later date as may be agreed by the Company and Panmure Liberum); and
o the Placing Agreement becoming unconditional with respect to Second Admission and not having been terminated by Panmure Liberum in accordance with its terms.
· The Firm Placing is not conditional upon (a) the passing of the Resolutions at the General Meeting, or (b) completion of the Conditional Placing and/or the Retail Offer. It is therefore possible that the Firm Placing proceeds but the Conditional Placing and the Retail Offer do not.
· The Debt for Equity Conversion is conditional upon:
o the Resolutions being passed by Shareholders at the General Meeting;
o completion of the Firm Placing and the Conditional Placing; and
o Second Admission becoming effective by not later than 8.00 a.m. on 7 January 2026 (or such later date as may be agreed by the Company and Panmure Liberum).
· The UK Panel on Takeovers and Mergers has been consulted in connection with the Transactions and has granted a waiver of the requirement under Rule 9.1 of the Takeover Code for the Concert Party Group to make a mandatory offer, as a result of the acquisition of New Ordinary Shares pursuant to the Placing and the Debt for Equity Conversion.
Background to and reasons for the Transactions
The Company continues to pursue its growth strategy as a globally ambitious brand across digital (Media) and in-real life (Market) channels. Both channels share an audience and curate the best of the city, offering trusted recommendations online and bringing the best chefs and cultural experiences under one roof in Markets. Synergies between the channels are increasingly important with both contributing to increasing global brand awareness, which in turn increases traffic to both digital and in-real life channels.
The Group's operational highlights in FY25 include:
· the Group opened three new Markets in FY25, namely Barcelona, Bahrain and Osaka, and now operates across 13 markets in total;
· a global monthly brand audience reach of approximately 225 million, up +50% year-on-year (FY24: 150 million), based on average monthly reach for the six months ended June; and
· cost reduction initiatives are expected to reduce like‑for‑like operating expenses by approximately £10 million over the period FY24 to FY26.
The Company is now seeking to raise an additional approximately £8.0 million pursuant to the Capital Raising for operational improvements, working capital and growth capital expenditure purposes.
Audited Results
The Company's audited results for the financial year ended 30 June 2025, published today, have been prepared under the going concern basis of accounting, as the Directors have a reasonable expectation that the Group and Company will continue in operational existence and be able to settle their liabilities as they fall due for the foreseeable future, being at least 12 months from the date of approval of the financial statements ("forecast period"). This is subject to a material uncertainty with regards to the requirement for the Group to refinance its senior debt facilities within the going concern forecast period. In making this assessment, the Directors have considered two scenarios over the forecast period:
1. The base case assumes a modest but steady period of growth across both Markets and Media. This scenario includes an appropriate element of cost inflation. Under the base case, subject to completion of the Placing, the Group has sufficient cash for operations and meets all its banking covenants, which are tested quarterly.
2. A severe but plausible downside case sensitises the base case with owned and operated Market and Media revenues both reduced by 10 per cent. below the base case, with further cost mitigations actioned during the forecast period. Consistent with the base case, the sensitised case also includes an appropriate element of cost inflation. Under the severe but plausible downside case the Group has sufficient cash for operations, but would require covenant amendment or waiver to meet its EBITDA to net debt leverage covenant when tested in September 2026.
Current Trading and Outlook
The Company's audited results for the financial year ended 30 June 2025 were released earlier today, a copy of which can be found at www.timeout.com.
The Board reports that trading across the Group is progressing in line with management's expectations, with Time Out Markets continuing to demonstrate EBITDA improvement and Time Out Media on track for a return to positive EBITDA.
In relation to Time Out Markets, the Group now operates 13 markets, with four more markets contracted to open by FY28. The newly launched smaller-format site in Manhattan is operational and forms part of a broader optimisation strategy. Same-site revenue initiatives are gaining traction, including an expanded events programme and a CRM trial incorporating a loyalty proposition, which are intended to support footfall, dwell time and frequency. The Group is negotiating rent re‑gears at three sites where footfall is below expectations (namely Barcelona, Chicago and Boston), and continues to see interest from partners regarding potential new locations globally.
In relation to Time Out Media, the Group is implementing a devolved, entrepreneurial operating model, applying proven UK best practices internationally. Time Out Media's UK division delivered EBITDA growth of approximately 10 per cent. in FY25. Furthermore, the Group seeks to grow the output of social video and 'best of the city' reviews and guides. For H1 FY26, Time Out Media revenues are projected to be broadly flat year‑on‑year with a return to positive EBITDA.
At Group level, the Board believes that, subject to execution of the initiatives outlined above, the Group has the potential to achieve EBITDA of greater than £15 million within the next three years, which would be expected to translate into material positive cash generation from operating activities. The €35 million Crestline loan remains due for refinancing by November 2026, and the Board continues to assess options to optimise the Group's capital structure in advance of that maturity.
The Board remains confident in the Group's medium‑term prospects, underpinned by an expanding Markets portfolio, improving Media profitability and a disciplined approach to cost and capital allocation.
Media Strategy
In May 2025, the Board launched a strategy review to assess how best to monetise the growing audience and maximise Group returns. That strategy is now being implemented through an action plan that is delivering benefits. As announced in the Company's FY25 results, released earlier today, Media generated £27 million of revenue in FY25 (FY24 £36m) and an EBITDA loss of (£1.1m) (FY24 £5.3m profit).
The Group's Media division is expected to return to EBITDA profitability in H1 of FY26. The Directors are confident that the division will deliver sustainable profitability by:
· accelerating social video content production and conducting high-engagement reviews;
· applying best-practice from the UK to 'rest of world' (UK EBITDA grew +10% in FY25);
· switching from a centralised to a devolved, entrepreneurial approach with regional managing directors being fully accountable for local audience and EBITDA growth;
· significantly reducing operating expenses, with £10 million expected to be removed between FY24 and FY26;
· increasing customer engagement by implementing a new CRM platform, unifying customer data across more brand touchpoints in order to improve audience engagement and enhance customer lifetime value; and
· advertising to the Market audience 'in real life'.
Global monthly brand audience reach has increased by approximately 45% to approximately 232 million (based on average monthly reach for the six months ended October 2025). The Company notes that industry‑wide changes related to AI‑driven search are impacting web traffic and programmatic advertising revenues, and that the Group saw fewer large client wins in the United States over the period. UK Media delivered year‑on‑year EBITDA growth.
Use of Proceeds
It is currently expected that the proceeds of the Capital Raising, expected to be approximately £8.0 million (gross), will be utilised primarily to:
a) provide growth capital to support expansion into new markets (approximately £2.6 million);
b) fund IT capital expenditure, including the implementation of a new CRM platform and improvements to the Group's technology stack (approximately £1.0 million); and
c) provide additional working capital, including meeting one-off restructuring costs which, once completed, are expected to deliver minimum pro forma annualised cost savings of approximately £3.5 million, with further cost-reduction opportunities to be pursued (approximately £4.0 million).
If the Resolutions are not passed at the General Meeting, the anticipated proceeds of the Conditional Placing and the Retail Offer will not become available to the Company and the gross proceeds of the Capital Raising will be reduced by approximately £5.1 million. If the Firm Placing completes, but the Conditional Placing and the Retail Offer do not, the gross proceeds of the Capital Raising will not exceed approximately £2.9 million.
It is intended that any Conversion Shares issued to OCL under the Debt for Equity Conversion will be subscribed for in consideration for the release of approximately £5.0 million of amounts outstanding under the August OCL Debt by OCL. As such, no cash proceeds will be raised by the Company through the issue of the Conversion Shares.
Financial Health
As detailed below, irrevocable undertakings have been received from certain Shareholders representing 82.5 per cent. of the Existing Ordinary Shares, to vote in favour of the Resolutions. Otherwise, in the event that the Resolutions were not passed at the General Meeting, the Company would not be able to proceed with the Conditional Placing, the Retail Offer or the Debt for Equity Conversion, with the result that (a) the anticipated net proceeds of the Conditional Placing and the Retail Offer would not become available to the Company, and (b) approximately £5.0 million of amounts outstanding under the August OCL Debt would not be released by OCL pursuant to the Debt for Equity Conversion. Shareholders should note that if the Resolutions were not passed at the General Meeting and the Company was unable to proceed with the Conditional Placing, the Retail Offer and the Debt for Equity Conversion, the Company would require alternative sources of funding in the near-term and there can be no guarantee that the Company will be able to find such alternative sources of funding on a timely basis, or at all.
The Directors consider that the scenario described above would not be in the best interests of the Company or its Shareholders as a whole and that any alternative financing, if available, could be on less favourable terms and could lead to more substantial dilution for Shareholders than would be the case under the proposed Transactions. Accordingly, the Independent Director believes that the passing of the Resolutions is in the best interests of Shareholders and recommends that Shareholders vote in favour of the Resolutions at the General Meeting.
Details of the Debt for Equity Conversion
The Company is proposing to 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.
The Conversion Shares to be issued pursuant to the Debt for Equity Conversion represent approximately 17.6 per cent. of the Existing Ordinary Shares and will, on Second Admission (assuming the Resolutions are passed at the General Meeting), represent approximately 12.1 per cent. of the Enlarged Share Capital.
Application will be made to the London Stock Exchange for the Conversion Shares to be admitted to trading on AIM. On the assumption that, amongst other things, the Resolutions are passed by Shareholders at the General Meeting, it is expected that Second Admission will become effective at 8.00 a.m. on 7 January 2026.
Oakley Debt Amendments
On 17 December 2025, the Company entered into an amendment to the OCI Subscription Agreement (the "OCI Debt Amendments") in order to:
a) extend the final scheduled redemption date of the loan notes issued under the OCI Subscription Agreement from 30 June 2026 to 30 June 2027;
b) increase the margin under the OCI Subscription Agreement from 8 per cent. per annum to 12 per cent. per annum, applicable on and from 17 December 2025;
c) amend the definition of "Notes" to mean the £7,656,344 unsecured floating rate notes due 30 June 2027 (which, for the avoidance of doubt, includes accrued interest that most recently capitalised on 30 November 2025).
On 17 December 2025, the Company entered into an amendment to the February OCL Subscription Agreement (the "February OCL Debt Amendments") in order to reduce the margin applicable thereunder from 8 per cent. per annum to 1.5 per cent. per annum (applicable on and from 17 December 2025). The amendments to the February OCL Subscription Agreement were put in place such that the margin reduction was applicable only insofar as it related to the loan notes subscribed to by OCL (and, therefore, that any margin applicable in respect of loan notes subscribed to by Chris Ohlund (as individual subscriber) would remain at 8 per cent. per annum).
In addition, on 17 December 2025, the Company also entered into an amendment to the August OCL Subscription Agreement (the "August OCL Debt Amendments") in order to:
a) reduce the capacity under that subscription agreement to reflect the remaining undrawn amount equal to approximately £1.1 million remaining available to the Company under the August OCL Subscription Agreement should it be required;
b) include certain confirmations from OCL and the Company that, notwithstanding anything to the contrary in the August OCL Subscription Agreement, the Company and OCL may enter into and complete the Debt for Equity Conversion; and
c) include additional undertakings by the Company relating to the Debt for Equity Conversion and the Conversion Shares.
Crestline Consent
The Company's ability to effect the Capital Raising, the Debt for Equity Conversion, the OCI Debt Amendment, the February OCL Debt Amendments and the August OCL Debt Amendments is dependent on Crestline, as senior lender, consenting to such transactions.
On 17 December 2025, Crestline consented to the Capital Raising, the Debt for Equity Conversion, the OCI Debt Amendments, the February OCL Debt Amendments and the August OCL Debt Amendments and confirmed that (a) the Subordination Requirement for the purposes of the Company entering into and completing the Debt for Equity Conversion would be waived, (b) the OCI Debt (as amended by the OCI Debt Amendments), the February OCL Debt (as amended by the February OCL Debt Amendments) and the August OCL Debt (as amended by the August OCL Debt Amendments) shall each remain as 'Permitted Financial Indebtedness' in accordance with the terms of the Crestline Subscription Agreement, and (c) in its capacity as (i) warrant holder, it does not wish to subscribe for any Ordinary Shares the subject of each of the Capital Raising and the Debt for Equity Conversion in accordance with the provisions of the warrant instrument; and (ii) agent that, for the avoidance of doubt, each of the Capital Raising and the Debt for Equity Conversion fall within the definition of a 'Permitted Share Issuance' under the Subscription Agreement.
In addition to the abovementioned consents, on 17 December 2025, Crestline also consented to certain technical amendments to the Crestline Subscription Agreement in connection with the day to day operation of the business through to 31 March 2026.
Related Party Transactions
As at 17 December 2025 (being the latest practicable date prior to the release of this Announcement):
a) OCI had an interest in 136,082,622 Existing Ordinary Shares, representing approximately 38.1 per cent. of the Existing Ordinary Shares;
b) OCL had an interest in 4,938,649 Existing Ordinary Shares, representing approximately 1.4 per cent. of the Existing Ordinary Shares; and
c) Lombard Odier had an interest in 105,090,090 Existing Ordinary Shares, representing approximately 29.4 per cent. of the Existing Ordinary Shares.
Pursuant to the Oakley Subscription Agreement, OCI has agreed to subscribe for 35,726,000 Firm Placing Shares and 2,348,855 Conditional Placing Shares. Furthermore, OCI has agreed to enter into the OCI Debt Amendments.
Pursuant to the Oakley Subscription Agreement, OCL has agreed to (a) subscribe for a minimum of 4,377,693 Conditional Placing Shares and up to a maximum of 32,521,759 Conditional Placing Shares subject to, inter alia, the passing of the Conditional Placing Resolutions at the General Meeting, thereby committing to take up any such number of Conditional Placing Shares not taken up by other investors pursuant to the Conditional Placing, and (b) subscribe for 63,030,062 Conversion Shares pursuant to the Debt for Equity Conversion. Furthermore, OCL has agreed to enter into the February OCL Debt Amendments and August OCL Debt Amendments.
Pursuant to the Lombard Odier Subscription Agreement, Lombard Odier has agreed to subscribe for 29,403,386 Conditional Placing Shares subject to, inter alia, the passing of the Conditional Placing Resolutions at the General Meeting.
By virtue of OCI and Lombard Odier each holding more than 10 per cent. of the Existing Ordinary Shares, they are each considered to be a related party of the Company for the purposes of the AIM Rules. By virtue of OCL being an being an associate of OCI which, as noted above, is a substantial shareholder and related party of the Company, OCL is also considered to be a related party of the Company for the purposes of the AIM Rules.
Therefore, the participation of OCI, OCL and Lombard Odier in the Transactions, the OCI Debt Amendments, the February OCL Debt Amendments and the August OCL Debt Amendments (as applicable) and the entry into of their respective Subscription Agreement is, for the purpose of AIM Rule 13, considered to be a "Related Party Transaction".
The Directors consider, having consulted with the Company's nominated adviser, Panmure Liberum, that the terms of the transactions outlined above are fair and reasonable insofar as Shareholders are concerned.
Following Second Admission, it is expected that (assuming the Resolutions are passed at the General Meeting):
a) OCI will have an interest in 174,157,477 Ordinary Shares, representing approximately 33.5 per cent. of the Enlarged Share Capital;
b) OCL will have an interest in up to 100,490,470 Ordinary Shares, representing approximately 19.3 per cent. of the Enlarged Share Capital; and
c) Lombard Odier will have an interest in 134,493,476 Ordinary Shares, representing approximately 25.9 per cent. of the Enlarged Share Capital.
Director Participation in the Capital Raising and Board Evaluation
The following Directors have indicated an intention to participate in the Conditional Placing, following this Announcement:
|
Director |
Existing Ordinary Shares |
Conditional Placing Shares |
|
Chris Ohlund |
200,000 |
1,250,000 |
|
Matt Pritchard |
60,000 |
250,000 |
The participations of the Chris Ohlund and Matt Pritchard in the Conditional Placing are expected to constitute a "Related Party Transaction" pursuant to AIM Rule 13. Further information will be set out in the 'Results of Capital Raising' announcement expected to be released later today.
Following completion of the Transactions, the Board intends to undertake an evaluation process, which is expected to include consideration of appointing an additional independent non-executive director with the appropriate skills and experience to support the Company's compliance with the QCA Corporate Governance principles.
Admission and Settlement
Application has been made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM. Settlement for, and admission of, the Firm Placing Shares is expected to take place at 8.00 a.m. on 22 December 2025. Application will be made in due course to the London Stock Exchange for the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares to be admitted to trading on AIM. Settlement for, and admission of, the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares is expected to take place at 8.00 a.m. on 7 January 2026, subject to the Company's shareholders approving the Resolutions.
The Articles permit the Company to issue Ordinary Shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Existing Ordinary Shares are already admitted to CREST and therefore the New Ordinary Shares will also be eligible for settlement in CREST.
General Meeting and Circular
At the Company's Annual General Meeting held on 11 December 2024, the Directors were granted authorities to allot shares and disapply pre-emption rights under section 551 and section 570 of the Act. Whilst these authorities are sufficient to enable the Company to allot and issue the full amount of Firm Placing Shares pursuant to the Firm Placing, these authorities are insufficient to enable the Company to allot and issue the Conditional Placing Shares pursuant to the Conditional Placing, the Retail Offer Shares pursuant to the Retail Offer and the Conversion Shares pursuant to the Debt for Equity Conversion. Furthermore, the authorities being sought at the Company's upcoming Annual General Meeting to be held on 31 December 2025, notice of which was sent to Shareholders on 5 December 2025, will also be insufficient to enable the Company to allot and issue the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares.
Accordingly, in order for the Company to allot and issue the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares, the Company needs to first obtain approval from its Shareholders to grant to the Board additional authority to allot the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares and disapply statutory pre-emption rights which would otherwise apply to such allotment. The Company is therefore seeking Shareholder approval to authorise the Directors to allot securities and disapply pre-emption rights pursuant to sections 551 and 571 of the Act respectively, in relation to the allotment and issue of the New Ordinary Shares pursuant to the Conditional Placing, the Retail Offer and the Debt for Equity Conversion.
The Company expects to publish a Circular in connection with the Transactions following the closure of the Bookbuild, in order to convene the General Meeting. Full details of the Resolutions will be included in the Circular.
Irrevocable Undertakings
Irrevocable undertakings have been received from certain Shareholders (including the Directors who hold Ordinary Shares) who, in aggregate, hold 324,366,777 Existing Ordinary Shares, representing 82.5 per cent. of the Existing Ordinary Shares, to vote or, where applicable, to procure the casting of votes by their connected persons (as defined in section 252 of the Act), in favour of the Resolutions in respect of their own (or, as applicable, their connected persons') beneficial holding of Existing Ordinary Shares.
Takeover Code Implications
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, OCL, and three directors of the Company being, Peter Dubens, Alexander Collins and David Till (the "Concert Party Group").
The Concert Party Group currently holds approximately 42.5 per cent. of the Existing Ordinary Shares.
OCI's participation in the Firm Placing and the Conditional Placing and the receipt of Conversion Shares by OCL pursuant to the Debt for Equity Conversion will result in the Concert Party Group's interest increasing, which would normally trigger an obligation for the Concert Party Group to make an offer, in accordance with the requirements of Rule 9 of the Takeover Code, for the entire issued share capital of the Company not owned by a member of the Concert Party Group.
The UK Panel on Takeovers and Mergers has been consulted in relation to the Transactions and has granted a waiver of the requirement for the Concert Party Group to make a mandatory offer under Rule 9.1 of the Takeover Code in connection with the receipt of New Ordinary Shares by the Concert Party Group pursuant to the Firm Placing, the Conditional Placing and the Debt for Equity Conversion, having received confirmation from Independent Shareholders that they approve the proposed waiver and would vote in favour of any resolution to that effect at a general meeting, in accordance with the procedure set out in Note 5(c) on the Notes on Dispensations from Rule 9 set out in the Takeover Code.
Accordingly, no resolution in relation to the waiver of the requirements of Rule 9 in connection with the participation by members of the Concert Party Group in the Firm Placing, the Conditional Placing and the Debt for Equity Conversion is required to be passed at the General Meeting.
Following First Admission, the Concert Party Group is expected to hold approximately 47.7 per cent. of the issued share capital of the Company as at the time of First Admission.
Following Second Admission (assuming the Resolutions are passed at the General Meeting), the Concert Party Group is expected to hold up to approximately 54.8 per cent. of the Enlarged Share Capital, depending on the level of participation in the Capital Raising from other investors. Note this is before the impact of the Retail Offer.
Therefore, following Second Admission, the members of the Concert Party Group may hold in aggregate more than 50 per cent. of the Company's voting share capital. If and for as long as the Concert Party Group holds Ordinary Shares carrying more than 50 per cent. of the Company's voting share capital, further acquisitions of Ordinary Shares by the Concert Party Group would not carry any consequences under Rule 9.1 of the Takeover Code. Acquisitions of Ordinary Shares by any member of the Concert Party Group would be subject to Note 4 on Rule 9.1 of the Code.
In addition, under the terms of the Relationship Agreement, OCI and OCL have agreed not to acquire any further Ordinary Shares, subject to certain exceptions. The restriction in the Relationship Agreement has been waived by the Company to allow OCI and OCL to acquire New Ordinary Shares pursuant to the Transactions, but any further acquisitions of Ordinary Shares by the Concert Party Group would be subject to the terms of the Relationship Agreement.
Relationship Agreement
On 9 June 2016, the Company, OCI, TO (Bermuda) Limited ("TO"), TONY (Bermuda) Limited ("TONY") and Oakley Capital GP Limited ("GP") entered into a relationship agreement (the "Relationship Agreement") to regulate the relationship between the Company and the Oakley Concert Party following the Company's IPO. In 2023, TO, TONY and GP ceased to be parties to the Relationship Agreement and OCL (together with OCI the "Controlling Shareholders") agreed to become a party to the Relationship Agreement and be subject to its terms and conditions.
The principal purpose of the Relationship Agreement is to ensure that the Company is capable of carrying on, at all times, its business independently of the Controlling Shareholders and their respective associates. The Relationship Agreement contains undertakings that each of the Controlling Shareholders shall, and shall procure that their respective associates shall:
(a) conduct any transactions and relationships between the Company (or any member of the Group) and it, or any of its associates, on an arm's length basis and in accordance with the AIM Rules;
(b) not take any action that would have the effect of preventing the Company from complying with its obligations under the AIM Rules or be prejudicial to the Company's status as an AIM-quoted company (including, for example, voting on a resolution in relation to a proposed delisting by the Company);
(c) not take any action that would prevent, or which would be reasonably likely to have the effect of preventing, the Company from carrying on its business independently of the Controlling Shareholders and for the benefit of its shareholders as a whole;
(d) exercise its voting or other rights and powers (and procure that any Director appointed by it exercises his powers as a Director) to ensure, insofar as is within its power or control, that the Company shall operate and make decisions for the benefit of Shareholders as a whole and not solely for the benefit of the Controlling Shareholders; and
(e) abstain from voting, and shall procure that any Director appointed by it abstains from voting, on any resolution to approve a related party transaction involving it, the other Controlling Shareholder or their respective associates.
In accordance with the terms of the Relationship Agreement, for so long as the Controlling Shareholders and their respective associates retain (i) an aggregate interest of equal to or greater than 10 per cent. in the issued ordinary share capital of the Company, they shall be entitled (but not required) to appoint one Non-Executive Director, and (ii) an aggregate interest of equal to or greater than 20 per cent. in the issued ordinary share capital of the Company, they shall be entitled (but not required) to appoint one further Non-Executive Director to the Board.
The Relationship Agreement provides that none of the obligations described above will prevent the Controlling Shareholders or their respective associates from:
(a) accepting, or providing an irrevocable undertaking to accept, a takeover offer made in accordance with the Takeover Code in relation to their respective interests in the Company or, where such takeover offer is made by way of a scheme of arrangement under sections 895 to 899 of the Act (a "Scheme"), voting in favour of such Scheme at the court and related shareholder meetings or otherwise agreeing to sell their Ordinary Shares in connection with a takeover offer;
(b) making a takeover offer by way of a general offer for all of the outstanding Ordinary Shares or by way of a Scheme and delisting the Company after it becomes entitled to do so or, in the case of a Scheme, after it has become effective;
(c) purchasing Ordinary Shares in the market in connection with a takeover offer;
(d) disposing of Ordinary Shares pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986 in relation to the Company or pursuant to a compromise or arrangement under section 896 of the Act providing for the acquisition by any person (or group of persons acting in concert, as such expression is defined in the Takeover Code) of 50 per cent. or more of the Ordinary Shares;
(e) choosing to accept or not to accept any offer by the Company to purchase its own Ordinary Shares which is made on identical terms to the holders of Ordinary Shares of the same class;
(f) choosing to take up or not to take up any Ordinary Shares offered to them under a rights issue, bonus issue or stock dividend issue conducted by the Company, provided that the Controlling Shareholders' percentage shareholding in the Company does not increase as a result; or
(g) otherwise exercising its rights as a Shareholder in accordance with the AIM Rules, except where to do so would result in a breach of the terms of the Relationship Agreement.
For so long as the Oakley Concert Party holds 50 per cent. or more of the issued share capital of the Company, the Controlling Shareholders and their respective associates must obtain the prior written consent of the Company before they can acquire further Ordinary Shares.
The Relationship Agreement will terminate if the Ordinary Shares cease to be admitted to trading on AIM or the Controlling Shareholders and their respective associates cease to retain an aggregate interest of 10 per cent. or more of the issued ordinary share capital of the Company (or an interest which carries 10 per cent. or more of the aggregate voting rights in the Company from time to time).
The Independent Director believes that the terms of the Relationship Agreement enable the Company to carry on its business independently from the Controlling Shareholders and their respective associates, and ensure that all transactions and relationships between the Company and the Controlling Shareholders are, and will be, at arm's length and on a normal commercial basis.
Expected Timetable of Principal Events
|
Announcements of the Transactions |
18 December 2025 |
|
Announcements of the results of the Capital Raising |
18 December 2025 |
|
Publication of the Circular and Forms of Proxy |
19 December 2025 |
|
First Admission and commencement of dealings in the Firm Placing Shares on AIM expected to commence |
8.00 a.m. on 22 December 2025 |
|
Expected date for CREST accounts to be credited with the Firm Placing Shares pursuant to the Firm Placing in uncertificated form |
As soon as practicable after 8.00 a.m. on 22 December 2025 |
|
Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system |
9.30 a.m. on 2 January 2026 |
|
General Meeting |
9.30 a.m. on 6 January 2026 |
|
Results of the General Meeting expected to be announced through a Regulatory Information Service |
6 January 2026 |
|
Second Admission and commencement of dealings in the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares on AIM expected to commence |
8.00 a.m. on 7 January 2026 |
|
Expected date for CREST accounts to be credited with the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares pursuant to the Conditional Placing, the Retail Offer and the Debt for Equity Conversion in uncertificated form |
As soon as practicable after 8.00 a.m. on 7 January 2026 |
|
Expected date for dispatch of definitive share certificates in respect of the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares to be issued in certificated form |
by 21 January 2026
|
Each of the times and dates in the table above is indicative only and may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. References to times are to London time unless stated otherwise. The timetable above assumes that the Resolutions are passed at the General Meeting without amendment and that the Placing Agreement becomes unconditional in all respects with respect to Admission and is not terminated in accordance with its terms by Panmure Liberum.
|
For further information, please contact:
|
|
|
Time Out Group plc |
Tel: +44 (0) 207 813 3000 |
|
Chris Ohlund, CEO |
|
|
Matt Pritchard, CFO |
|
|
Steven Tredget, Investor Relations Director |
|
|
Panmure Liberum (Nominated Adviser and Bookrunner) |
Tel: +44 (0) 203 100 2222 |
|
Andrew Godber / Edward Thomas / John More / Phoebe Bunce |
|
|
Rupert Dearden / Rauf Munir |
|
|
FTI Consulting LLP |
Tel: +44 (0) 203 727 1000 |
|
Edward Bridges |
|
This Announcement is released by Time Out Group plc and contains inside information for the purposes of Article 7 of MAR, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of the Transactions 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, the person responsible for this Announcement is Matt Pritchard, Chief Financial Officer.
Important Notices
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
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 have not been and will not be registered under the US Securities Act 1933, as amended (the "US 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 US 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. The New Ordinary Shares are being offered and sold pursuant to the Transactions only outside the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act.
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, 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 EU Prospectus Regulation 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 as defined in article 2(e) of the UK Prospectus Regulation 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 Transactions 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 Panmure 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.
Panmure 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 Transactions, and Panmure 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 Transactions or any other matter referred to herein. Panmure Liberum has not authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Panmure Liberum nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinion contained in this Announcement or for the omission of any information. No representation, responsibility or warranty, express or implied, is made by Panmure Liberum or any of its directors, officers, employees or agents as to the contents of this Announcement in connection with the Transactions or any other matters referred to in this Announcement. Accordingly, Panmure Liberum disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Panmure Liberum may have under FSMA or the regulatory regime established thereunder.
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 Panmure 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 Transactions. 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 US 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transactions. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Panmure Liberum will only procure investors (pursuant to the Transactions) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Panmure Liberum may, in accordance with applicable laws and regulations, engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.
Appendix 1
Definitions
|
"Act" |
the Companies Act 2006 (as amended) |
|
"AIM" |
AIM, a market operated by the London Stock Exchange |
|
"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange from time to time |
|
"Annual General Meeting" |
an annual general meeting of the Company |
|
"August OCL Debt" |
the £4.9 million OCL loan notes issued to OCL pursuant to August OCL Subscription Agreement, together with (where the context requires) any accrued but unpaid interest |
|
"August OCL Subscription Agreement" |
the £6 million loan note instrument entered into by the Company and OCL dated 25 August 2025 |
|
"Board" or "Directors" |
the directors of the Company as at the date of this Announcement |
|
"Bookbuild" |
the accelerated bookbuild process undertaken by Panmure Liberum in connection with the Conditional Placing pursuant to the terms of the Placing Agreement |
|
"Capital Raising" |
the Firm Placing, the Retail Offer and the Conditional Placing |
|
"Capital Raising Shares" |
the Firm Placing Shares, the Conditional Placing Shares and the Retail Offer Shares |
|
"certificated" or "in certificated form" |
a share or other security not held in uncertificated form (i.e. not in CREST) |
|
"Circular" |
the circular to be published by the Company in connection with the Transactions and the General Meeting |
|
"Closing Price" |
the closing middle market quotation of the Existing Ordinary Shares, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange |
|
"Company" or "Time Out" |
Time Out Group plc, a company incorporated in England & Wales and with registered number 07440171 |
|
"Conditional Placees" |
certain existing and other investors of the Company, including OCI, OCL and Lombard Odier and certain Directors of the Company, being Chris Ohlund and Matt Pritchard |
|
"Conditional Placing" |
the conditional placing by Panmure Liberum on behalf of the Company of the Conditional Placing Shares pursuant to the Placing Agreement, conditional upon, inter alia, the passing of the Resolutions at the General Meeting |
|
"Conditional Placing Shares" |
64,274,000 New Ordinary Shares to be issued to the Conditional Placees at the Issue Price pursuant to the Conditional Placing |
|
"Conversion Price" |
the price at which the Conversion Shares are to be issued and allotted to OCL pursuant to the Debt for Equity Conversion, being 8 pence per Conversion Share |
|
"Conversion Shares" |
63,030,062 New Ordinary Shares to be issued and allotted to OCL at the Conversion Price pursuant to the Debt for Equity Conversion |
|
"Concert Party Group" |
the concert party presumed to exist between a shareholding group which includes, inter alios, OCI, OCL, and three directors of the Company being, Peter Dubens, Alexander Collins and David Till |
|
"Controlling Shareholders" |
OCI and OCL |
|
"CREST" |
a relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755), including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force |
|
"Crestline Subscription Agreement" |
the subscription agreement dated 24 November 2022 between, amongst others, the Company and Crestline |
|
"CRM" |
customer relationship management |
|
"Daily Official List" |
the daily publication of official quotations for all securities traded on the London Stock Exchange |
|
"Debt for Equity Conversion" |
the conversion at the Conversion Price of the £4.9 million outstanding principal amount of the OCL Debt (together with any accrued and unpaid interest to (but excluding) Second Admission) into the Conversion Shares on the terms set out in the Oakley Subscription Agreement |
|
"Enlarged Share Capital" |
the issued ordinary share capital of the Company as enlarged by the issue of the New Ordinary Shares, assuming no other new Ordinary Shares are issued in the interim but excluding any New Ordinary Shares to be issued pursuant to the Retail Offer (the quantum of which is currently unknown) |
|
"Euroclear" |
Euroclear UK & International Limited |
|
"Existing Ordinary Shares" |
the 357,408,117 existing Ordinary Shares in issue as at 17 December 2025 (being the latest practicable date prior to this Announcement) |
|
"FCA" |
the Financial Conduct Authority when exercising functions under Part VI of FSMA |
|
"February OCL Debt" |
the £5.0 million loan notes issued to OCL and Sven Torbjorn Ohlund (as subscribers) pursuant to the terms of the February OCL Subscription Agreement |
|
"February OCL Debt Amendments" |
has the meaning given to such term in the paragraph titled 'Oakley Debt Amendments' |
|
"February OCL Subscription Agreement" |
a £5.0 million loan note instrument entered into by the Company, Sven Torbjorn Ohlund and OCL (as subscribers) dated 21 February 2025 |
|
"Firm Placing" |
the firm placing by Panmure Liberum on behalf of the Company of the Firm Placing Shares pursuant to the Placing Agreement |
|
"Firm Placing Shares" |
35,726,000 New Ordinary Shares to be issued to OCI at the Issue Price pursuant to the Firm Placing |
|
"First Admission" |
the admission of the Firm Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules |
|
"Form of Proxy" |
the form of proxy for use in connection with the General Meeting |
|
"FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
|
"General Meeting" |
the general meeting of the Company to be held at 1st Floor, 172 Drury Lane, London, WC2B 5QR at 9.30 a.m on 6 January 2026, or any adjournment thereof, notice of which is to be set out in the Circular |
|
"GP" |
Oakley Capital GP Limited |
|
"Group" |
the Company and its subsidiary undertakings |
|
"Independent Director" |
Lord Rose of Monewden |
|
"Independent Shareholders" |
Shareholders who are independent of the Concert Party Group holding shares carrying more than 50 per cent. of Ordinary Shares which would be capable of being cast on a Rule 9 waiver resolution for the purposes of the Takeover Code |
|
"IPO" |
initial public offering |
|
"Irrevocable Undertakings" |
the irrevocable undertakings described in the paragraph titled 'Irrevocable Undertakings' of this Announcement |
|
"Issue Price" |
the price at which the Capital Raising Shares are to be issued and allotted pursuant to the Capital Raising, being 8 pence per Capital Raising Share |
|
"Lombard Odier" |
Lombard Odier Asset Management (Europe) Limited |
|
"Lombard Odier Subscription Agreement" |
the agreement dated 18 December 2025 between Lombard Odier, Panmure Liberum and the Company pursuant to which Lombard Odier has agreed to participate in the Capital Raising |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"MAR" |
the Market Abuse Regulation (EU) no. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) |
|
"New Ordinary Shares" |
the Ordinary Shares to be issued pursuant to the Transactions |
|
"Notice of General Meeting" |
the notice of General Meeting to be set out in the Circular |
|
"Oakley Subscription Agreement" |
the agreement dated 18 December 2025 between OCI, OCL, Panmure Liberum and the Company pursuant to which (a) OCI has agreed to participate in the Capital Raising, and (b) the Debt for Equity Conversion will be implemented |
|
"OCI" |
Oakley Capital Investments Limited |
|
"OCI Debt Amendments" |
has the meaning given to such term in the paragraph titled 'Oakley Debt Amendments' |
|
"OCI Subscription Agreement" |
a approximately £5.3 million subscription agreement entered into by the Company and OCI dated 30 November 2022, as such subscription agreement was amended on 7 November 2023 and 29 October 2024 |
|
"OCL" |
Oakley Capital Limited |
|
"Official List" |
the Official List of the FCA |
|
"Ordinary Shares" |
the ordinary shares of £0.001 each in the share capital of the Company |
|
"Panmure Liberum" |
Panmure Liberum Limited, the Company's nominated adviser and sole bookrunner in connection with the Capital Raising |
|
"Placing" |
the Firm Placing and the Conditional Placing |
|
"Placing Agreement" |
the conditional agreement dated 18 December 2025 entered into between the Company and Panmure Liberum in respect of the Capital Raising |
|
"Placing Shares" |
the Firm Placing Shares and the Conditional Placing Shares |
|
"Registrar" |
Equiniti Limited, a private limited company incorporated in England & Wales under registered number 06226088 and having its registered office at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, the Company's registrar |
|
"Regulation S" |
Regulation S under the US Securities Act |
|
"Regulatory Information Service" |
has the meaning given in the AIM Rules |
|
"Relationship Agreement" |
the relationship deed dated 9 June 2016 between the Company and certain members of the Concert Party Group |
|
"Resolutions" |
the resolutions to be proposed at the General Meeting, to be set out in the Notice of General Meeting and "Resolution" shall be a reference to any one of them |
|
"RetailBook" |
the retail capital raising platform owned and operated by Retail Book Limited and known as RetailBook which will host the Retail Offer |
|
"Retail Offer" |
the offer made by the Company to existing Shareholders and new investors of the Retail Offer Shares at the Issue Price via RetailBook in the United Kingdom |
|
"Retail Offer Shares" |
the New Ordinary Shares to be issued by the Company to retail investors in connection with the Retail Offer |
|
"Scheme" |
a scheme of arrangement under sections 895 to 899 of the Act |
|
"Second Admission" |
the admission of the Conditional Placing Shares, the Retail Offer Shares and the Conversion Shares to trading on AIM becoming effective in accordance with the AIM Rules |
|
"Shareholders" |
the holders of Existing Ordinary Shares and "Shareholder" shall mean any one of them |
|
"Subordination Requirement" |
the requirement on the Company to not pay any amount of principal or any other amount under the August OCL Debt unless and until the secured obligations under the Crestline Subscription Agreement have been unconditionally and irrevocably paid and/or discharged in full |
|
"Takeover Code" |
the City Code on Takeovers and Mergers |
|
"Time Out Markets" |
the markets division of the Group |
|
"Time Out Media" |
the media division of the Group |
|
"TO" |
TO (Bermuda) Limited |
|
"TONY" |
TONY (Bermuda) Limited |
|
"Transactions" |
the Capital Raising and the Debt for Equity Conversion |
|
"uncertificated" or "in uncertificated form" |
recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
|
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
|
"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
|
"US Securities Act" |
the US Securities Act of 1933, as amended |
|
"£" or "pounds sterling" or "sterling" |
UK pounds sterling, being the lawful currency of the United Kingdom |
|
"€" or "Euros" |
the single European currency unit |
Appendix 2
Terms and Conditions of the Placing
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) COMES ARE REQUIRED BY THE COMPANY AND PANMURE LIBERUM TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (TOGETHER WITH ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"), (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 WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS AMENDED, AS IT FORMS PART OF UK LAW AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS"), AND (C) TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD PURSUANT TO THE TRANSACTIONS ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S"). THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons (including individuals, funds or otherwise) who are invited to and who have chosen to participate in the Placing (and any person acting on such person's behalf), being the Firm Placing and/or Conditional Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.
In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it within the United Kingdom as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than UK Qualified Investors or in circumstances in which the prior consent of Panmure Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
3. in the case of any Placing Shares acquired by it within the EEA as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than EU Qualified Investors or in circumstances in which the prior consent of Panmure Liberum has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than EU Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
4. (i) it and the person(s), if any, for whose account or benefit it is acquiring the Placing Shares are purchasing the Placing Shares in an "offshore transaction" as defined in Regulation S; (ii) it is aware of the restrictions on the offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the Placing Shares have not been offered to it by means of any "directed selling efforts" as defined in Regulation S;
5. it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement;
6. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix;
7. it acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; and
8. the Company and Panmure Liberum will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix (or the Announcement of which it forms part) should seek appropriate advice before taking any action.
Details of the Placing
Panmure Liberum, acting as Placing Agent, has entered into a placing agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, Panmure Liberum has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price.
The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following First Admission (as defined below) in respect of the Firm Placing Shares and Second Admission (as defined below) in respect of the Conditional Placing Shares.
Applications for admission to trading
Application will be made to London Stock Exchange plc ("LSE") for admission of the Firm Placing Shares ("First Admission") to trading on AIM, a market of that name operated by LSE ("AIM") in accordance with the AIM Rules for Companies. It is expected that First Admission will become effective and that dealings in the Firm Placing Shares will commence on AIM at 8.00 a.m. on 22 December 2025, and in any event no later than 5.00 p.m. 2 January 2026.
Subject to the passing of the Resolutions at a General Meeting of the Company, a further application will be made to the LSE for admission of the Conditional Placing Shares ("Second Admission") to trading on AIM in accordance with the AIM Rules for Companies. It is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares will commence on AIM at 8.00 a.m. on 7 January 2026, and in any event no later than 5.00 p.m. 21 January 2026.
Bookbuild
Panmure Liberum will today commence the bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.
Panmure Liberum and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
Panmure Liberum is arranging the Placing as agent for and on behalf of the Company. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Panmure Liberum. Panmure Liberum's agents and their respective affiliates are each entitled to enter bids in the Bookbuild as principal.
The number of Placing Shares to be issued will be agreed between Panmure Liberum and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sales contact at Panmure Liberum. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire at the Issue Price established by the Company and Panmure Liberum. Bids may be scaled down by Panmure Liberum on the basis referred to below.
The Bookbuild is expected to close no later than 6.00 p.m. on 18 December 2025 but may be closed earlier or later at the absolute discretion of Panmure Liberum. Panmure Liberum may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of Panmure Liberum) to reduce or seek to increase the amount to be raised pursuant to the Placing.
Panmure Liberum will determine in its absolute discretion (in consultation with the Company) the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally or in writing by Panmure Liberum as agent of the Company ("Confirmation"). No element of the Placing will be underwritten. The Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral or written confirmation) and in accordance with the Company's articles of association. Each prospective Placee's allocation and commitment will be evidenced by a contract note or an electronic trade confirmation issued to such Placee by Panmure Liberum. The terms of this Appendix will be deemed incorporated by reference therein. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s) and, except with the consent of Panmure Liberum, the Confirmation will not be capable of variation or revocation after the time at which it is submitted.
Panmure Liberum reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. Panmure Liberum also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to Panmure Liberum, on the Company's behalf, the Issue Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Panmure Liberum and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Panmure Liberum, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Panmure Liberum, (ii) any of its respective directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with Panmure Liberum as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in the Placing is confirmed, settlement for Firm Placing Shares will occur on the date specified for the Firm Placing, and settlement for Conditional Placing Shares will occur on the date specified for the Conditional Placing, each on the basis explained below under 'Registration and settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the Placing not being terminated on the basis referred to below under 'Termination of the Placing Agreement'. In the event that the Placing Agreement is not entered into or does not otherwise become unconditional in any respect or, after having been entered into, is terminated prior to either First Admission or Second Admission (as applicable), the Placing will not proceed and all funds delivered by the Placee to Panmure Liberum in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.
To the fullest extent permissible by law, neither the Company, nor Panmure Liberum nor any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Panmure Liberum nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Panmure Liberum's conduct of the Bookbuild or of such alternative method of effecting the Placing as Panmure Liberum and the Company may agree.
Conditions of the Placing
The Placing is conditional upon, among other things, the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.
The obligations of Panmure Liberum under the Placing Agreement in respect of the Firm Placing Shares are conditional on, amongst other things:
a) the Company having complied with all of its material obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to First Admission; and
b) First Admission having occurred no later than 8.00 a.m. on 22 December 2025, or such later date as the Company and Panmure Liberum may agree, but in any event not later than 5.00 p.m. on 2 January 2026.
The obligations of Panmure Liberum under the Placing Agreement in respect of the Conditional Placing Shares are conditional on, amongst other things:
a) the Company having complied with all of its material obligations under the Placing Agreement to the extent that such obligation fall to be performed prior to Second Admission;
b) the despatch of the Shareholder Circular by the Company to the Shareholders by no later than 19 December 2025 (or such later time and/or date as the Company and the Placing Agent may agree);
c) the passing at the General Meeting of the Resolutions; and
d) Second Admission having occurred no later than 8.00 a.m. on 7 January 2026, or such later date as the Company and Panmure Liberum may agree, but in any event not later than 5.00 p.m. on 21 January 2026.
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Panmure Liberum by the respective time or date where specified, (ii) any of such conditions become incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
Panmure Liberum, at its discretion and upon such terms as it thinks fit, may waive (where capable of waiver) compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).
None of Panmure Liberum, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Liberum.
Termination of the Placing Agreement
Panmure Liberum is entitled at any time before First Admission or Second Admission, as applicable, to terminate the Placing Agreement in respect of the Firm Placing Shares at any time prior to First Admission, and in respect of the Conditional Placing Shares at any time prior to the Second Admission, in relation to its obligations under the Placing Agreement by giving notice to the Company if, amongst other things:
(a) the Company is in material breach of any of its obligations under the Placing Agreement; or
(b) any statement in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Capital Raising has become or been discovered to be untrue or inaccurate in any material respect or misleading; or
(c) any warranty given by the Company in the Placing Agreement is, or would be if repeated at any time up to First Admission or Second Admission (as applicable) (by reference to the facts and circumstances then existing), untrue or inaccurate in any material respect or misleading; or
(d) matters have arisen or have been discovered which would, if this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Capital Raising, were to be issued at that time, constitute a material inaccuracy or omission therefrom; or
(e) there shall have occurred, happened or come into effect (i) any outbreak or escalation of hostilities, any attack or act of terrorism, any declaration of a national emergency or war and any other calamity or crisis of national or international effect; or (ii) any suspension or limitation of trading generally on the New York Stock Exchange, the NASDAQ National Market or the LSE, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of said exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe (including the United Kingdom); or (iii) any material adverse change in national or international financial, monetary, economic, political or market conditions, which, in each case, in the opinion of Panmure Liberum acting in good faith makes it impractical or inadvisable to proceed with the Capital Raising.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions, and all monies received from a Placee pursuant to the Placing shall be returned within three business days of termination to such Placee without interest, at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By participating in the Placing, Placees agree that the exercise by Panmure Liberum of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Liberum and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the LSE in relation to the Placing and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing based on the Company's publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement, and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Panmure Liberum or any other person and none of Panmure Liberum nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement (including this Appendix) to be legal, tax or business advice. Each Placee should consult its own legal adviser, tax adviser and/or business adviser for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following First Admission or Second Admission (as applicable) will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary, including in certificated form if, in the reasonable opinion of Panmure Liberum, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who are invited to participate in it by Panmure Liberum.
A Placee's commitment to acquire a fixed number of Placing Shares under the Placing will be agreed orally or in writing with Panmure Liberum. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Issue Price on the terms and conditions set out or referred to in this Appendix and subject to the Company's articles of association.
Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or electronic trade confirmation in accordance with the standing arrangements in place with Panmure Liberum, stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to Panmure Liberum and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Panmure Liberum. Settlement should be through Panmure Liberum against CREST ID: 4FQAQ and Member Account ID: 2013904).
Settlement of transactions in the Firm Placing Shares will be on a delivery versus payment basis and settlement is expected to take place on or around 22 December 2025.
Settlement of transactions in the Conditional Placing Shares will be on a delivery versus payment basis and settlement is expected to take place on or around 7 January 2026.
The Company will deliver the Placing Shares to the CREST account operated by Panmure Liberum as agent for the Company and Panmure Liberum will enter their delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA as determined by Panmure Liberum.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties thereon or other similar taxes imposed in any jurisdiction) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Panmure Liberum all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which Panmure Liberum lawfully takes on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Panmure Liberum nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:
1. it has read and understood this Announcement, including this Appendix, in its entirety and that its participation in the Placing and its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein;
2. it has received this Announcement solely for its use and has not redistributed or duplicated it and it will not redistribute or duplicate this Announcement or any other materials concerning the Placing (including any electronic copies thereof);
3. no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
4. its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after First Admission or Second Admission (as applicable);
5. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty, and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
6. none of Panmure Liberum, the Company or any of their respective affiliates, agents, directors, officers, employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than the information included in this Announcement; nor has it requested any of Panmure Liberum, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
7. the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that neither Panmure Liberum, nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Publicly Available Information (including the Exchange Information), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Panmure Liberum or the Company or their respective affiliates and neither Panmure Liberum nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
8. to the extent it has received any inside information (for the purposes of the UK Market Abuse Regulation (the UK version of EU Regulation No. 596/2014 as it forms part of UK law as retained EU law as defined in, and by virtue of, the European Union (Withdrawal) Act 2018, as amended ("UK MAR")) and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
9. neither Panmure Liberum nor any person acting on its behalf nor any of their respective affiliates has or shall have any liability for any Publicly Available Information (including any Exchange Information), or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
10. it has complied with its obligations under the Criminal Justice Act 1993, UK MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
11. if within the United Kingdom it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom or to which the UK Prospectus Regulation otherwise applies other than to UK Qualified Investors, or in circumstances in which the prior consent of Panmure Liberum has been given to the proposed offer or resale;
12. if within the EEA it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA or to which the EU Prospectus Regulation otherwise applies other than to EU Qualified Investors, or in circumstances in which the prior consent of Panmure Liberum has been given to the proposed offer or resale;
13. it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;
14. it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to First Admission or Second Admission as applicable except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state);
15. it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;
16. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
17. if within the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a UK Qualified Investor or is a person to whom this Announcement may otherwise be lawfully communicated;
18. any offer of Placing Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents and agrees that, in the EEA, it is such an EU Qualified Investor;
19. (i) it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing (including executing and delivering all documents necessary for such participation); (iii) it is and will remain liable to the Company and/or Panmure Liberum for the performance of all of its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, Panmure Liberum or any of their affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing. Each Placee agrees that the provisions of this paragraph 19 shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;
20. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa and that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Australian, Canadian, Japanese, New Zealand or South African securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or their respective territories and possessions, except subject to limited exemptions;
21. it has complied with all relevant laws and regulations of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Panmure Liberum, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;
22. its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;
23. it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Liberum may in its discretion determine and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;
24. none of Panmure Liberum nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Panmure Liberum for the purposes of the Placing and that Panmure Liberum has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
25. the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Panmure Liberum nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Panmure Liberum in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Panmure Liberum who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
26. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Liberum in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
27. Panmure Liberum and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Panmure Liberum to produce this Announcement, pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
28. it agrees to indemnify on an after tax basis and hold the Company and Panmure Liberum and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
29. it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
30. its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in the future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Panmure Liberum. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor Panmure Liberum shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Panmure Liberum accordingly;
31. no action has been or will be taken by any of the Company, Panmure Liberum or any person acting on behalf of the Company or Panmure Liberum that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;
32. in making any decision to subscribe for the Placing Shares, it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;
33. it has (i) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (ii) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (iii) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (iv) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Panmure Liberum;
34. it may not rely on any investigation that Panmure Liberum or any person acting on its behalf may or may not have conducted with respect to the Company or the Placing and Panmure Liberum has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Panmure Liberum or the Company for the purposes of this Placing;
35. it will not hold Panmure Liberum or any of its affiliates or any person acting on their behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Panmure Liberum nor any person acting on behalf of Panmure Liberum makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
36. the Placee is a person located outside the United States and is subscribing for Placing Shares only in an "offshore transaction" as defined in and pursuant to Regulation S;
37. the Placee is not acquiring Placing Shares as a result of any "directed selling efforts" as defined in Regulation S;
38. it is not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for Placing Shares is given; and
39. the foregoing representations, warranties and confirmations are given for the benefit of the Company and Panmure Liberum and are irrevocable. The Company, Panmure Liberum and their respective affiliates, agents, directors, officers and employees and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and it agrees that if any of the acknowledgements, representations, warranties and agreements made in connection with its acquiring of Placing Shares is no longer accurate, it shall promptly notify the Company and Panmure Liberum. It irrevocably authorises Panmure Liberum and the Company to produce this Announcement pursuant to, in connection with, or as may be required by, any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set out herein.
The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Placee, that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor Panmure Liberum will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, Panmure Liberum and their respective affiliates, agents, directors, officers and employees for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, Panmure Liberum and their respective affiliates, agents, directors, officers and employees from any and all interest, fines or penalties in relation to any such duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.
Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify Panmure Liberum accordingly.
Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Panmure Liberum or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with Panmure Liberum, any money held in an account with Panmure Liberum on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Panmure Liberum money in accordance with the client money rules and will be used by Panmure Liberum in the course of its own business; and the Placee will rank only as a general creditor of Panmure Liberum.
All times and dates in this Announcement may be subject to amendment. Panmure Liberum shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is not a guide to future performance and persons needing advice should consult an independent financial adviser.
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