TIDMTMO TIDMOCI

RNS Number : 6131Z

Time Out Group plc

15 January 2024

15 January 2024

Time Out Group plc

("Time Out" or the "Company")

TR-1: Standard form for notification of major holdings

As announced on 8 January, the Company was informed by its shareholders TO Bermuda Limited and TONY Bermuda Limited, the investment holding companies of Oakley Capital Private Equity L.P. (the "Investment Fund") that the Investment Fund reached the end of its life and has been liquidated. As a result, its shares (which total 23.82% of the issued share capital of the Company) have been redistributed to Oakley Capital Investments Limited and individuals with a beneficial interest in the Investment Fund (the "Redistribution").

The TR-1 notification below from Oakley Capital Investments Limited relates to the Redistribution.

 
 NOTIFICATION OF MAJOR HOLDINGS 
 
 1a. Identity of the issuer or the                                         Time Out Group PLC 
  underlying issuer of existing shares                                  LEI: 213800BWH4OF8S4R8K10 
  to which voting rights are attached 
  (ii) : 
                                                             --------------------------------------------- 
 1b. Please indicate if the issuer is a non-UK issuer (please mark with 
  an "X" if appropriate) 
 Non-UK issuer 
                                                                                                      ---- 
 2. Reason for the notification (please mark the appropriate box or boxes 
  with an "X") 
 An acquisition or disposal of voting rights                                                            X 
                                                                                                      ---- 
 An acquisition or disposal of financial instruments 
                                                                                                      ---- 
 An event changing the breakdown of voting rights 
                                                                                                      ---- 
 Other (please specify) (iii) : 
                                                                                                      ---- 
 3. Details of person subject to the notification obligation (iv) 
 Name                                                         Oakley Capital Investments Limited 
 City and country of registered office                        Rosebank Centre, 11 Bermudiana Road, 
  (if applicable)                                              Pembroke, HM 08, Bermuda. 
 4. Full name of shareholder(s) (if different from 3.) (v) 
 Name 
                                                             --------------------------------------------- 
 City and country of registered office 
  (if applicable) 
                                                             --------------------------------------------- 
 5. Date on which the threshold was                           28-12-2023 
  crossed or reached (vi) : 
                                                             --------------------------------------------- 
 6. Date on which issuer notified                             09-01-2024 
  (DD/MM/YYYY): 
                                                             --------------------------------------------- 
 7. Total positions of person(s) subject to the notification obligation 
                              % of voting       % of voting rights     Total of both   Total number 
                            rights attached      through financial      in % (8.A +     of voting rights 
                            to shares (total        instruments             8.B)        held in issuer 
                                of 8. A)           (total of 8.B                        (8.A + 8.B) 
                                                     1 + 8.B 2)                         (vii) 
                          ------------------  ----------------------  --------------  -------------------- 
 Resulting situation 
  on the date 
  on which threshold 
  was crossed 
  or reached                    37.98%                   0                37.98%           128,542,622 
                          ------------------  ----------------------  --------------  -------------------- 
 Position of 
  previous notification 
  (if 
  applicable)                   19.92%                   0                19.92% 
                          ------------------  ----------------------  --------------  -------------------- 
 
 
 
 8. Notified details of the resulting situation on the date on which 
  the threshold was crossed or reached (viii) 
 A: Voting rights attached to shares 
 Class/type of               Number of voting rights                       % of voting rights 
  shares                      (ix) 
  ISIN code (if 
  possible) 
                                    Direct                Indirect               Direct             Indirect 
                                   (DTR5.1)              (DTR5.2.1)              (DTR5.1)           (DTR5.2.1) 
                                                   --------------------- 
 Ordinary GB00BYYV0629           128,542,622                 0                   37.98%                0% 
                            ---------------------  ---------------------  --------------------  ---------------- 
 
 
 SUBTOTAL 8. 
  A                                          128,542,622                                  37.98% 
                            --------------------------------------------  -------------------------------------- 
 
 B 1: Financial Instruments according to DTR5.3.1R (1) (a) 
 Type of financial           Expiration   Exercise/                  Number of voting            % of voting 
  instrument                  date         Conversion Period          rights that may             rights 
                              (x)          (xi)                       be acquired if 
                                                                      the instrument 
                                                                      is 
                                                                      exercised/converted. 
                            -----------  -------------------------  --------------------------  ---------------- 
 
 
 
                                          SUBTOTAL 8. B 
                                           1 
                                         -------------------------  --------------------------  ---------------- 
 
 B 2: Financial Instruments with similar economic effect according to 
  DTR5.3.1R (1) (b) 
 Type of financial      Expiration        Exercise/         Physical           Number of         % of voting 
  instrument             date (x)          Conversion        or cash            voting rights     rights 
                                           Period (xi)       Settlement 
                                                             (xii) 
                       ----------------  ----------------  -----------------  ---------------- 
 
 
 
                                                            SUBTOTAL 
                                                             8.B.2 
                                                           -----------------  ---------------- 
 
 
 
 
 9. Information in relation to the person subject to the notification 
  obligation (please mark the 
  applicable box with an "X") 
 Person subject to the notification obligation is not controlled 
  by any natural person or legal entity and does not control any other 
  undertaking(s) holding directly or indirectly an interest in the 
  (underlying) issuer (xiii) 
 Full chain of controlled undertakings through which the voting rights 
  and/or the 
  financial instruments are effectively held starting with the ultimate 
  controlling natural person or legal entity (please add additional 
  rows as necessary) (xiv) 
          Name (xv)             % of voting rights      % of voting rights       Total of both if 
                                  if it equals or        through financial        it equals or is 
                                 is higher than the      instruments if it        higher than the 
                                notifiable threshold    equals or is higher     notifiable threshold 
                                                        than the notifiable 
                                                             threshold 
                              ----------------------  ---------------------  ------------------------ 
 Oakley Capital Investments 
  Limited                             37.98%                    0                     37.98% 
                              ----------------------  ---------------------  ------------------------ 
 
 
 
 
 
 10. In case of proxy voting, please identify: 
 Name of the proxy holder 
                                                      ----------------------------------------------- 
 The number and % of voting rights                     N/A 
  held 
                                                      ----------------------------------------------- 
 The date until which the voting rights                N/A 
  will be held 
                                                      ----------------------------------------------- 
 
 11. Additional information (xvi) 
 Oakley Capital Private Equity L.P. ("Fund I"), one of the private equity 
  funds advised by Oakley Capital Limited, has reached the end of its term 
  and has been liquidated, whereupon Oakley Capital Manager Limited ("OCML") 
  was appointed as liquidating trustee. Fund I's remaining investments 
  consisted solely of a direct 19.92 per cent shareholding in Time Out 
  Group PLC ("Time Out"). On 28 December 2023, Fund I made an in-specie 
  transfer of these shares to all Fund I investors, which has increased 
  Oakley Capital Investments Limited's ("OCI" or the "Company") direct 
  shareholding (the "In-Specie Transfer"). 
 
  An agreement (the "Agreement") has also been entered into by Fund I and 
  the Company to, immediately prior to the In-Specie Transfer, settle Fund 
  I's outstanding loan (the "Fund I Loan") previously extended to it by 
  OCI and comprising approximately GBP8.0m of principal and GBP0.1m of 
  interest outstanding, via the transfer of shares in Time Out (settlement 
  of the Fund I loan together with the In-Specie Transfer, the "Transaction"). 
 
  As a result of the Transaction, Shares in Time Out have been transferred 
  to OCI, resulting in a reduction of the Company's look-through ownership 
  in Time Out via its interest in Fund I to zero, and an increase in its 
  direct equity ownership in Time Out from 19.92 per cent. to 37.98 per 
  cent. For the avoidance of doubt, the outstanding interest held by Fund 
  I in Time Out as a result of the Transaction will decrease to 0%. 
 
 
 
 Place of completion   London 
 Date of completion    09-01-2024 
                      ----------- 
 
 
 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 
 
 Liberum (Nominated Adviser and Broker)        Tel: +44 (0)203 100 2222 
 Andrew Godber / Edward Thomas / 
  Joshua Borlant 
 
 FTI Consulting LLP                            Tel: +44 (0)203 727 1000 
 Edward Bridges / Fiona Walker 
 

Notes to editors

About Time Out Group plc

Time Out Group is a global media and hospitality business that inspires and enables people to 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. Expert 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 in cities such as Lisbon, New York and Dubai, several new locations with expected opening dates in 2024 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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