Results of General Meeting, Placing and Open Offer
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TIME OUT GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
20 April 2021
Time Out Group plc
("Time Out" or the "Company")
Results of General Meeting
and
Results of Placing and Open Offer
On 30 March 2021, the Company announced a proposed Firm Placing, Retail Offer, Conditional Placing and Placing and Open Offer (the "Capital Raising") to raise gross proceeds of up to approximately £15.0 million through the issue of, in aggregate, up to 42,857,661 New Ordinary Shares at a price of 35 pence per New Ordinary Share (the "Issue Price"). The Company also announced on 30 March 2021 that the directors of the Company (the "Directors") had preserved the flexibility to increase the size of the Capital Raising by issuing a further 5,714,286 New Ordinary Shares pursuant to the Conditional Placing, which would result in an increased Capital Raising size of approximately £17.0 million (before expenses).
On 31 March 2021, the Company announced that the Directors had exercised their discretion to increase the size of the Conditional Placing and that the Company was therefore proposing to raise, in aggregate, approximately £17.0 million (before expenses) through the issue of a total of 48,571,947 New Ordinary Shares pursuant to the Capital Raising
On 1 April 2021, the Company announced that as a result of the Firm Placing and Retail Offer, a total of 28,320,000 New Ordinary Shares were issued at the Issue Price, raising gross proceeds of approximately £9.9 million. The New Ordinary Shares issued pursuant to the Firm Placing and Retail Offer were admitted to trading on AIM on 6 April 2021.
The Company is pleased to announce that at its General Meeting held earlier today, the Conditional Placing Resolutions set out in the Notice of General Meeting incorporated in the Circular published on 1 April 2021 were duly passed.
Further to this, the Company can now confirm that, pursuant to the Conditional Placing, it will issue 16,251,404 New Ordinary Shares to Lombard Odier at the Issue Price of 35 pence, to raise approximately £5.7 million (before expenses).
Pursuant to the Placing, Lombard Odier agreed to subscribe for 4,000,543 Placing Shares at the Issue Price, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Company can now confirm that the Open Offer has been taken up in full and no Placing Shares will therefore be issued.
Under the Open Offer, the Company has received valid acceptances from Qualifying Shareholders in respect of their basic Open Offer Entitlements for 586,991 New Ordinary Shares, representing approximately 14.7% of the total Open Offer Shares available to Qualifying Shareholders. In addition, the Company has received applications from Qualifying Shareholders under the Excess Application Facility in respect of 11,937,951 New Ordinary Shares.
Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement.
As applications under the Excess Application Facility cannot be satisfied in full, applications for New Shares under the Excess Application Facility will be scaled back on the following basis: Applications under the Excess Application Facility for 2 million excess Open Offer Shares or less have been allocated approximately 35.7 per cent. of the number of excess Open Offer Shares applied for and applications under the Excess Application Facility for more than 2 million excess Open Offer Shares have been allocated approximately 14.3 per cent. of the number of excess Open Offer Shares applied for.
Further to this, the Company can now confirm that it will issue, pursuant to the Conditional Placing and Open Offer, in aggregate, 20,251,947 New Ordinary Shares at 35 pence per New Ordinary Share, raising approximately £7.1 million (before expenses). In aggregate, under the Capital Raising, 26,285,690 New Ordinary Shares have been issued to Lombard Odier.
Application has been made for 20,251,947 New Ordinary Shares to be admitted to trading on AIM and it is expected that admission will become effective and trading will commence in these New Ordinary Shares at 8:00 a.m. on 21 April 2021 ("Second Admission").
Total Voting Rights
Following Second Admission, the Company's issued share capital will comprise 331,943,750 Ordinary Shares. From Second Admission, the figure of 331,943,750 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Terms used in this Announcement and not otherwise defined herein shall have the meaning given to such terms in the announcement of the Capital Raising by the Company on 30 March 2021 or the Circular published on 1 April 2021.
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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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Julio Bruno, 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 / Clayton Bush / Edward Thomas |
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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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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 "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 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.
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 Capital Raising 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 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.
Liberum Capital Limited ("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 Capital Raising , and 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 Capital Raising or any other matter referred to herein.
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 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 Capital Raising . 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 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.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
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