Time Out Regulatory News (TMO)

24 August 2022

Time Out Group plc

("Time Out", the "Company" or the "Group")

Loan facility

Time Out Group plc (AIM: TMO), the global media and hospitality business, announces that the Company has agreed a short-term unsecured loan facility of up to £8.0 million (the "Facility") bearing interest at a rate of ten per cent. per annum with Oakley Capital Investments Limited ("OCI").

Funds drawn under the Facility together with accrued interest will be repayable by 30 November 2022. The Facility will provide near term liquidity and collateral for the development of Time Out Market Porto, whilst the Company finalises longer term refinancing of its current loan facilities, which is expected to complete by the end of November 2022. Cash reserves stood at £4.8 million, as at 30 June 2022, however they are partially ring-fenced within the Markets division under the terms of the existing facilities. The outlook for new market signings and digital advertising sales continues to improve and with positive trading momentum, the Board anticipates the Company being cash generative for the year to 30 June 2023.

OCI is interested in 67,436,385 ordinary shares of 0.001 pence each in the Company ("Ordinary Shares"), representing approximately 20.08 per cent. of the Company's issued share capital. OCI and Oakley Capital Private Equity L.P. together hold 147,897,400 Ordinary Shares, representing approximately 44.03 per cent. of the Company's issued share capital. As a substantial shareholder in Time Out, OCI is a related party of the Company and the execution of the Facility is, for the purposes of AIM Rule 13, considered a related party transaction. Any future drawdowns on the Facility will not be considered as new related party transactions for the purposes of AIM Rule 13. 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 Facility are fair and reasonable insofar as shareholders in the Company are concerned.

The terms of the Facility include an interest rate of 10 per cent. per annum on drawn funds and commitment fees of 2 per cent. per annum on undrawn funds. The Facility arrangement fee is 0.5 per cent. of the amount of the Facility.

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 first Time Out Market opened in Lisbon in 2014, followed in 2019 by Miami, New York, Boston, Chicago and Montreal, and in 2021 in Dubai. A further pipeline of openings includes Porto, Abu Dhabi, Prague, London, Osaka and more. Time Out Group PLC, listed on AIM, is headquartered in the United Kingdom.