New Loan Note Facility
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. FOR IMMEDIATE RELEASE.
24 November 2022
Time Out Group plc
("Time Out", the "Company" or the "Group")
New Loan Note Facility
Time Out Group plc (AIM: TMO), the global media and hospitality business, is pleased to announce that it has agreed a new secured loan note facility for EUR 35,000,000, which can be extended later by mutual agreement to EUR 47,500,000 (the "Loan Note Facility" or "Facility") with Crestline Direct Finance L.P. ("Crestline").
This Loan Note Facility will successfully refinance the outstanding balance (EUR 25,384,397) of its existing loan facility between Time Out Market Limited and Incus Capital Advisers S.A. (which is due for repayment on 30 November 2022) and provide additional working capital to support the Group's further growth. Drawdown under the Loan Note Facility is scheduled to take place on 30 November 2022 to coincide with the repayment of the existing debt facility.
The Facility has a term of 4 years, with the right to redeem the Loan Notes after 2 years. Interest may be capitalised or paid in cash, at the election of the Company, during the first year at a rate of 9.5% plus 3-month EURIBOR and from the second year onwards interest will be paid in cash at a rate of 8.5% plus 3-month EURIBOR. There will separately be an exit premium payable upon full repayment of the Loan Note Facility, calculated by reference to the principal amount drawn.
In connection with the Loan Note Facility, the Company has also executed an equity warrant instrument and agreed to issue 11,400,423 equity warrants on or around 30 November 2022 and a further 2,264,468 at full drawdown of the Loan Note Facility (in total representing approximately 3.6% of its fully diluted share capital) to the Crestline subscribers. The five-year equity warrants, which have customary anti-dilution protections, have an exercise price of 39 pence per ordinary share.
The Company previously agreed a loan facility of up to £8.0 million with Oakley Capital Investments Limited ("OCI"). The drawn balance on this facility of £5.1m will be converted to a loan note facility ("OCI Loan Note") and extended to 31 December 2023. The terms of the OCI Loan Note will include an interest rate of 10 per cent. per annum plus an applicable base rate, with an arrangement fee of 2 per cent. and an exit premium.
As a substantial shareholder in Time Out, OCI is a related party of the Company and the execution of the OCI Loan Note is, for the purposes of AIM Rule 13, considered a related party transaction. The Directors of the Company (excluding Peter Dubens, Non-Executive Chairman of the Company, David Till, Non-Executive Director of the Company and Alexander Collins, Non-Executive Director of the Company, who are not considered independent for the purposes of this transaction as a consequence of being partners of Oakley Capital Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a non-executive director of OCI) consider that, having consulted with the Company's nominated adviser, Liberum Capital, the terms of the OCI Loan Note are fair and reasonable insofar as shareholders in the Company are concerned.
Following the refinance and the subsequent completion of the audit process the Company confirms that it expects to announce its audited full year results for the twelve months ended 30 June 2022 in the following weeks.
In line with the Company's succession plan, Patrick Foley has been appointed Chief Financial Officer of Time Out Group, replacing Interim CFO Neil Wood.
Chris Ohlund, CEO of Time Out Group plc said: "We are delighted to be entering this new facility and partnership with Crestline. It will provide us with an improved balance sheet and the ability to continue delivering our ambitious plans and profitable growth.
"We are also pleased that Patrick is joining Time Out Group as our new CFO. He brings over 20 years' financial and commercial experience as well as broad sector background, including as CFO of Nasdaq-listed Boxlight Corp and Art Alliance Media Ltd, and as VP Finance for Universal Pictures International. I look forward to working with him and would like to thank - on behalf of the whole team and the Board - Neil for his great contribution and we wish him well in his future endeavours."
-ENDS-
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For further information, please contact:
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Time Out Group plc |
Tel: +44 (0) 207 813 3000 |
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Chris Ohlund, CEO |
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Steven Tredget, Investor Relations Director |
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Liberum (Nominated Adviser and Broker) |
Tel: +44 (0) 203 100 2222 |
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Andrew Godber / Edward Thomas / Clayton Bush |
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FTI Consulting LLP |
Tel: +44 (0) 203 727 1000 |
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Edward Bridges / Stephanie Ellis / Fiona Walker |
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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 does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.
Notes to editors
About Time Out Group
Time Out Group is a global media and hospitality business that inspires and helps people experience the best of the city through its two divisions - Time Out Media and Time Out Market. Time Out launched in London in 1968 to help people discover the exciting new urban cultures that had started up all over the city - today it is the only global brand dedicated to city life. Professional journalists curate and create content about the best things to Do, See and Eat across 333 cities in 59 countries and across a unique multi-platform model spanning both digital and physical channels. Time Out Market is the world's first editorially curated food and cultural market, bringing a city's best chefs, restaurateurs and unique cultural experiences together under one roof. The portfolio includes seven open Markets and several new locations with expected opening dates in 2023 and beyond, in addition to a pipeline of further locations in advanced discussions. Time Out Group PLC, listed on AIM, is headquartered in the United Kingdom.
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