Last checked at 11 Jun 2020 12:05
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT 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 IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
11 June 2020
Time Out Group plc
("Time Out" or the "Company")
Results of General Meeting
On 22 May 2020, Time Out announced a proposed Placing and Open Offer of New Ordinary Shares to raise, in aggregate, up to £49 million (before expenses) by way of a Placing to raise gross proceeds of £45 million and an Open Offer to raise gross proceeds of up to approximately £4 million, in each case at an issue price of 35 pence per New Ordinary Share. Subsequently, on 9 June 2020, the Company announced that 6,135,967 New Ordinary Shares were taken up under the Open Offer, including Open Offer Shares applied for pursuant to the Excess Application Facility, raising gross proceeds of approximately £2.1 million.
The Company is pleased to announce that at its General Meeting held earlier today, the Resolutions set out in the Notice of General Meeting incorporated into the circular published by the Company dated 23 May 2020 were duly approved.
Further to this, the Company can now confirm that it will issue, pursuant to the Placing and Open Offer, 134,707,395 New Ordinary Shares at 35 pence per share, raising approximately £47.1 million. The issue of New Ordinary Shares will be split as follows:
· 128,571,428 New Ordinary Shares under the Placing, raising gross proceeds of approximately £45 million; and
· 6,135,967 New Ordinary Shares taken up under the Open Offer, including New Ordinary Shares applied for pursuant to the Excess Application Facility, raising gross proceeds of approximately £2.1 million.
Application has been made for the 134,707,395 New Ordinary Shares to be admitted to trading on AIM and it is expected Admission will become effective and trading will commence in the New Ordinary Shares at 8.00 a.m. on 12 June 2020. Following Admission, the Company's issued share capital will comprise 283,201,804 Ordinary Shares. From Admission, the figure of 283,201,804 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.
The Company can also confirm that the Incus Amendment and Restatement Agreement, pursuant to which the terms of the Incus Facility Agreement will be amended and restated (as described in the circular published by the Company dated 23 May 2020), will become effective immediately following Admission.
Julio Bruno, Chief Executive Officer, said:
"We are incredibly pleased that our Shareholders supported our successful fundraising, approving the Placing and Open Offer at today's General Meeting. Despite the current uncertainties, Time Out, as a consumer focused brand, adapted swiftly and efficiently to the needs of our audience to help them explore and experience the 'best of the city' from staying IN vs going OUT. We temporarily rebranded to 'Time In' to reflect this pivot in our mission. Preparations are now underway to reopen our Markets in line with government regulations and health and safety guidelines, such as social distancing. Our primary focus is the health and well-being of our guests, our employees, our concessionaires and their teams - we are dedicated to creating an environment that is as safe as possible but also sociable and enjoyable."
"With a successful equity fundraising and debt restructuring in place, we are well positioned to emerge as a stronger company following the immediate impact of COVID-19. I would like to take this opportunity to again thank our existing and new shareholders, alongside the wider team who continued to support the Time Out brand during the COVID-19 pandemic."
Defined terms used in this announcement will have the meanings (unless the context otherwise requires) set out in the circular published by the Company dated 23 May 2020, which is available on the Company's website (www.timeout.com).
For further information, please contact: |
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Time Out Group plc | Tel: +44 (0)207 813 3000 |
Julio Bruno, CEO |
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Adam Silver, CFO |
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Steven Tredget, Investor Relations Director |
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Liberum (Nominated Adviser and Broker) | Tel: +44 (0)203 100 2222 |
Clayton Bush / Andrew Godber / Edward Thomas |
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FTI Consulting LLP | Tel: +44 (0)203 727 1017 |
Edward Bridges / Stephanie Ellis |
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IMPORTANT NOTICES
This announcement is released by Time Out Group plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Placing and Open Offer described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Adam Silver, Chief Financial Officer.