21 February 2025
Time Out Group
plc
("Time Out,"
the "Company" or the "Group")
Unaudited
results for the six months ended 31
December 2024 (H1 FY25) and Related Party
Transactions
Markets continued growth
with strong performance and accelerating openings - reiterating
full year EBITDA expectations.
New £5m convertible
loan note instrument at 50p, a 16% premium to current share
price.
Time Out Group plc (AIM: TMO), the
global media and hospitality business, today announces its
unaudited interim results for the six
months ended 31 December 2024.
Group financial
highlights
●
Reported
revenue of £50.9m (H1 FY24: £52.5m)
a decrease of 3%
●
Market net
revenue growth of +12% YoY to £36.5m, with like-for-like revenue(1,2) growth of
+3%
●
Media revenue
decreased 19% to £14.4m, (H1 FY24:
£17.7m) reflecting broader sector weakness due to US and UK
elections. Significantly stronger H2 anticipated.
●
Adjusted
EBITDA(1,3) of £4.8m (H1 FY24:
£6.0m):
●
Markets +12% to £6.9m (H1 FY24: £6.1m)
●
Media (£0.6m) loss (H1 FY24: £2.5m EBITDA
profit)
●
Operating loss of
£2.6m (H1
FY24: £0.1m loss)
Cash of £4.8m
at 31 December 2024 (H1 FY23: £7.1m)
and borrowings of £39.9m (H1 FY24: £34.8m),
resulted in adjusted net debt(1,4) of £35.0m (H1 FY24
£27.7m). Statutory reported net debt was £74.7m (H1 FY24: £49.0m)
including £39.7m of IFRS 16 lease liabilities (H1 FY24:
£21.3m)
Commenting on the results, Chris Ohlund, CEO of Time Out Group
plc said:
"We anticipate further growth from both new and existing
Markets in H2 which, with a more favourable media background post
the UK and US election, and careful cost control gives us
confidence that we will deliver EBITDA in line with market
expectations for the year to June 2025"
Convertible Loan Note
Instrument and Related Party Transactions
Today, Time Out entered into a
convertible loan note instrument ("CLN") to raise £5.0 million of
additional growth capital with its existing shareholder Oakley
Capital Limited ("OCL") and Chris Ohlund, CEO of the Company. An
initial £2.1m of the instrument has been drawn to fund the Group's
continued growth strategy, with potential for future further
drawdowns.
The CLN has a maturity
date of 31 December 2026 with a conversion price of 50 pence per
ordinary share, a 16 per cent. premium to the closing share price
as at 20 February 2025. This constitutes an AIM Rule 13
related-party transaction. Further information is included
below.
Operational
highlights
●
Two new Markets opened in the period: Barcelona
owned and operated Market in July 2024 and Bahrain management
agreement Market in December 2024. Osaka management agreement
Market is on track to open on 21 March 2025
●
Growing portfolio of ten open Markets of which six
are owned and operated and four management agreements
●
Six additional Markets contracted and expected to
be opened by FY27- a majority of which are management
agreements - with a strong pipeline of further
opportunities
●
As announced on 30 October 2024, the Group
continues to progress commercial negotiations on two new owned and
operated Markets: in New York and London; further announcements
will be made in due course as these projects progress
●
Media revenue decrease of 19% was impacted by
fewer large deals in H1 versus prior year, predominantly in the USA
where fewer RFPs were received in the run-up to the US election,
with advertisers citing political and economic uncertainty. Post
the election, there has been a material increase, with 3x more RFPs
received in January than the monthly average for the previous three
months. As a result, the pipeline of potential opportunities for H2
is approximately 20 per cent. larger than at the same point in
February 2024
●
Global monthly brand reach(5) grew by 35% to 184m, driven
by strong social media growth
●
'Out of home' advertising revenue trial in New
York Market now delivering revenue
●
Confirmed Opex synergies will materially
contribute to EBITDA in H2, and in FY26
Commenting on the results, Chris Ohlund, CEO of Time Out Group
plc, added:
"Having previously announced the intention to operate as one
Time Out brand rather than as two discrete business units, we are
making good progress in increasing the synergies between the two
and cementing Time Out as a unique proposition, both for our
audience and for our commercial partners. We have already
identified and actioned significant operational synergy
efficiencies, which will benefit profitability in both H2 FY25 and
FY26. We also increasingly leverage our unique capabilities to
offer advertisers live events and activations in addition to
growing our out of home Media revenues in
Markets.
"Time Out continues to be trusted and relevant for a growing
audience as we inspire and enable millions of people every month to
experience the best of the city. We continue to grow our Markets
revenues and footprint and are developing both new site formats and
additional revenue streams for existing Markets. Growing the
average deal size within Media has delivered revenue growth and
improved EBITDA profitability over the last four years. Having seen
a temporary reduction in RFP's prior to the US election, we have
taken appropriate actions on costs and remain confident in the
long-term performance; a recent material uplift in the volume and
value of RFPs gives Media the potential to deliver significantly
stronger H2 revenue growth if converted at the same rate as in H2
FY24."
Current Trading and Outlook
The Group has a clear plan to drive
like-for-like growth in existing Markets, whilst continuing to
convert the strong pipeline of potential new Market sites and Media
advertising deals from leading brands.
From 2014 to 2023 the average
opening rate was one Market per year. In 2024 we opened three
Markets, and in 2025 we expect to open four Markets. In conjunction
with Opex synergy savings, achieving revenue growth will materially
and rapidly improve the operational gearing of our fixed cost base,
creating the potential to grow profitability at a faster rate than
sales. We continue to receive approaches from commercial partners
keen to work with the Time Out brand and remain confident in our
global strategy.
We anticipate growth from both
new and existing markets in H2 which with a more favourable media
background post the UK and US election and careful cost control
gives us confidence that we will deliver EBITDA in line with market
expectations for the year to June 25.
The information contained within this announcement relating to
the CLN is deemed by the Company to constitute inside information
as stipulated under Article 7 of the Market Abuse Regulation (EU)
No. 596/2014 as it forms part of UK domestic law 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. The person responsible for arranging the release of
this announcement on behalf of the Company is Matt Pritchard,
CFO.
(1) This is a non-GAAP
alternative performance measure ("APM") that management uses to aid
understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to the
statutory numbers.
(2) Like-for-like revenue
is calculated for comparison using FY24 foreign exchange rates to
convert both FY24 and FY25 foreign currency revenues.
(3) Adjusted EBITDA is
operating loss stated before interest, taxation, depreciation,
amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets.
(4) Adjusted net debt
excludes lease-related liabilities under IFRS 16.
(5) Global monthly brand
reach is the estimated monthly average in the year including all
Owned & Operated cities and franchises.
|
For
further information, please contact:
|
|
|
|
|
|
Time Out Group plc
|
Tel: +44 (0)207 813 3000
|
|
Chris Ohlund, CEO
|
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Matt Pritchard, CFO
|
|
|
Steven Tredget, Investor Relations
Director
|
|
|
|
|
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Panmure Liberum (Nominated Adviser and
Broker)
|
Tel: +44 (0)203 100 2222
|
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Andrew Godber / Edward Thomas / Aisa
MacMaster / Joshua Borlant
|
|
|
|
|
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FTI
Consulting LLP
|
Tel: +44 (0)203 727 1000
|
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Edward Bridges / Shaliz
Navab
|
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Notes to editors
About Time Out Group
Time Out Group is a global media and
hospitality business that inspires and enables people to experience
the best of the city across Media and Markets. Time Out launched in
London in 1968 to help people discover the best of 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 open Markets in ten cities such as Lisbon, New York and
Dubai, several new locations with expected opening dates in 2025
and beyond, in addition to a pipeline of further locations in
advanced discussions. Time Out Group PLC, listed on AIM, is
headquartered in London (UK).
IMPORTANT NOTICES
This document contains "forward-looking statements", which
include all statements other than statements of historical facts,
including, without limitation, any statements preceded by, followed
by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would", "could"
or similar expressions or the negative thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Group's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking, including, among others, the achievement of
anticipated levels of profitability, growth, the impact of
competitive pricing, volatility in stock markets or in the price of
the Group's shares, financial risk management and the impact of
general business and global economic conditions. Such
forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and
the environment in which the Group will operate in the future. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. These
forward-looking statements speak only as at the date as of which
they are made, and each of Time Out Group plc and the Group
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statements
contained herein to reflect any change in Time Out Group plc's or
the Group's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based. Neither the Group, nor any of its agents, employees or
advisors intends or has any duty or obligation to supplement,
amend, update or revise any of the forward-looking statements
contained in this document.
Chief Executive's Review
Group
overview
Financial summary
|
|
Unaudited
6 months
ended
31 December
2024
|
Unaudited
6 months
ended
31
December 2023
|
Change
|
|
|
£'000
|
£'000
|
%
|
|
Revenue
|
50,860
|
52,509
|
(3)%
|
|
|
|
|
|
|
Net
revenue(1,3)
|
38,868
|
39,545
|
(2)%
|
|
|
|
|
|
|
Gross profit
|
32,307
|
32,804
|
(2)%
|
|
Gross margin %(1,4)
|
83%
|
83%
|
-
|
|
|
|
|
|
|
Divisional adjusted operating
expenses(1,5)
|
(26,051)
|
(24,182)
|
+8%
|
|
|
|
|
|
|
Divisional adjusted
EBITDA(1,5)
|
6,256
|
8,622
|
(27)%
|
|
Market
|
6,865
|
6,118
|
+12%
|
|
Media
|
(609)
|
2,504
|
(124)%
|
|
|
|
|
|
|
Corporate costs
|
(1,416)
|
(2,650)
|
(47)%
|
|
|
|
|
|
|
Adjusted EBITDA(5)
|
4,840
|
5,972
|
(19)%
|
|
|
|
|
|
|
Operating loss
|
(2,626)
|
(109)
|
+2309%
|
(1) This is a non-GAAP
alternative performance measure ("APM") that management uses to aid
understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to the
statutory numbers.
(2) Like-for-like revenue
is calculated for comparison using FY24 foreign exchange rates to
convert both FY25 and FY24 foreign currency revenues.
(3) Net revenue is
calculated as revenue less concessionaires' share of
revenue.
(4) Gross margin is
calculated as gross profit as a percentage of net
revenue.
(5) Adjusted measures are
stated before interest, taxation, depreciation, amortisation,
share-based payments, exceptional items and profit/(loss) on the
disposal of fixed assets.
Net revenue decreased by 2%, with
growth in Markets offset by revenue decrease in Media, driven by a
temporary reduction -particularly in the US - in the number and
value of large creative solution campaigns won in the
period.
Divisional Opex increased by 8% or
+£1.9m with new owned and operated Markets in Porto and Barcelona
adding +£2.7m YoY, partly offset by £0.8m of year-on-year Opex
reductions in like-for-like Markets, Media and corporate
costs.
Operational synergies implemented in
January will materially reduce annual operating costs and support
EBITDA profitability for H2 and beyond.
Time Out Market trading
overview
|
|
Unaudited
6 months
ended
31 December
2024
|
Unaudited
6 months
ended
31
December 2023
|
Change
|
|
|
£'000
|
£'000
|
%
|
|
Like-for-like
revenue(1,2)
|
37,577
|
36,537
|
+3%
|
|
|
|
|
|
|
Revenue
|
36,481
|
34,812
|
+5%
|
|
|
|
|
|
|
Net
revenue(1,3)
|
24,489
|
21,848
|
+12%
|
|
Owned and
operated(3)
|
22,174
|
19,475
|
+14%
|
|
Management
fees(3)
|
2,315
|
2,373
|
(2)%
|
|
|
|
|
|
|
Gross profit
|
20,669
|
18,626
|
+11%
|
|
Gross margin %(1,4)
|
84%
|
85%
|
(1)%
|
|
|
|
|
|
|
Divisional adjusted operating
expenses(1,4)
|
(13,805)
|
(12,508)
|
+10%
|
|
Adjusted
EBITDA(1)
|
6,865
|
6,118
|
+12%
|
|
|
|
|
|
(1) This is a non-GAAP
alternative performance measure ("APM") that management uses to aid
understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to the
statutory numbers.
(2) Like-for-like revenue
is calculated for comparison using FY24 foreign exchange rates to
convert both FY25 and FY24 foreign currency revenues.
(3) Net revenue is
calculated as revenue less concessionaires' share of revenue.
Management fees include pre-development fees and operating
income.
(4) Gross margin is
calculated as gross profit as a percentage of net
revenue.
(5) Adjusted measures are
stated before interest, taxation, depreciation, amortisation,
share-based payments, exceptional items and profit/(loss) on the
disposal of fixed assets.
Like-for-like revenue increased by
3% and net revenue grew by 12% driven by the new Market openings in
Porto (May 2024) and Barcelona.
Adjusted EBITDA increased 12% to
£6.9m (2023 £6.1m).
During the period, new Markets were
opened in Barcelona in July 2024 (owned and operated) and Bahrain
in December 2024 (management agreement). Osaka (management
agreement) is on track to open on 21 March 2025. The expected
schedule for future openings is as follows:
· 2025:
Osaka (MA)
· 2025:
Vancouver (MA)
· 2025:
Budapest (MA)
· 2025:
Abu Dhabi (MA)
· 2027:
Prague (MA)
· 2027:
Riyadh (MA)
We have a strong pipeline of
management agreements at negotiation stage, and expect to sign more
in the year ahead. As we grow our portfolio, we continue to
optimise operations in existing Markets to further grow revenue and
for new sites refine selection criteria based on proven critical
success factors, with the objective of improving return on
investment and reducing time to completion.
As first announced on 30 October
2024, the Group continues to progress negotiations on two new owned
and operated Markets; a smaller format location in New York, and a
flagship site in London. Whilst the commercial terms remain
unchanged from those previously communicated, the Company has not
entered into any legally binding arrangements in relation to either
site, so there can therefore be no certainty that the current
negotiations will result in subsequent openings.
Time Out Media trading
overview
|
|
Unaudited
6 months
ended
31 December
2024
|
Unaudited
6 months
ended
31
December 2024
|
Change
|
|
|
£'000
|
£'000
|
%
|
|
|
|
|
|
|
Revenue
|
14,379
|
17,697
|
(19)%
|
|
|
|
|
|
|
Gross profit
|
11,638
|
14,178
|
(18)%
|
|
Gross margin %(1,3)
|
81%
|
80%
|
+1%
|
|
|
|
|
|
|
Adjusted operating
expenditure(1,4)
|
(12,247)
|
(11,674)
|
+5%
|
|
Adjusted EBITDA(1,4)
|
(609)
|
2,504
|
(124)%
|
(1) This is a non-GAAP
alternative performance measure ("APM") that management uses to aid
understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to the
statutory numbers.
(2) Like-for-like revenue
is calculated for comparison using FY24 foreign exchange rates to
convert both FY25 and FY24 foreign currency revenues.
(3) Gross margin is
calculated as gross profit as a percentage of revenue.
(4) Adjusted measures are
stated before interest, taxation, depreciation, amortisation,
share-based payments, exceptional items and profit/(loss) on the
disposal of fixed assets.
Time Out Media trading was impacted
by the lower pipeline of large deals compared to the prior year and
following a single one-off deal in the prior year contributing 4%
to the decrease. Media in the USA typically delivers the highest
deal values; however, in the run-up to the US election the volume
and value of RFPs ('request for proposals') was lower than in the
prior year. Subsequently the volume of RFPs has materially
increased with 3x more being received in January than the monthly
average for October to December; as a result the H2 pipeline value
of RFPs is 20% higher than prior year levels.
Gross margin increased by +1% to 81%
(H1 2024: 80%).
Operational synergies already
implemented for H2 FY25 will reduce annual operating costs and
support profitability. In addition, the new 'Out of home'
advertising revenue trial in our Brooklyn New York Market is now
delivering revenue with the opportunity to expand this further
globally.
The strategy to focus on social
media content has driven strong traffic growth, with global monthly
brand reach growth of +35% to 184 million.
As announced on 30 October 2024, the
Company has progressed its plans to make investments in technology
acceleration. We expect to make these investments through the
remainder of calendar 2025, targeting a payback of less than 36
months.
Group Financial
Review
|
|
Unaudited
6 months
ended
31 December
2024
|
Unaudited
6 months
ended
31
December 2023
|
Change
|
|
|
£'000
|
£'000
|
%
|
|
|
|
|
|
|
Revenue
|
50,860
|
52,509
|
(3)%
|
|
Concessionaire share
|
(11,992)
|
(12,964)
|
(7)%
|
|
Net
revenue(1,3)
|
38,868
|
39,454
|
(2)%
|
|
|
|
|
|
|
Gross profit
|
32,307
|
32,804
|
(2)%
|
|
Gross margin(1,4)
|
83%
|
83%
|
-
|
|
|
|
|
|
|
Administrative expenses
|
(34,933)
|
(32,913)
|
+6%
|
|
Operating loss
|
(2,626)
|
(109)
|
+2,309%
|
|
|
|
|
|
|
Net finance cost
|
(4,222)
|
(4,468)
|
(6)%
|
|
Loss before tax
|
(6,848)
|
(4,577)
|
+50%
|
|
|
|
|
|
|
Operating loss
|
(2,626)
|
(109)
|
+2,309%
|
|
Depreciation &
amortisation
|
4,819
|
4,685
|
+3%
|
|
Share-based payments
|
675
|
553
|
+22%
|
|
Exceptional items
|
1,972
|
843
|
+134%
|
|
Adjusted EBITDA(1,5)
|
4,840
|
5,972
|
(19)%
|
(1) This is a non-GAAP
alternative performance measure ("APM") that management uses to aid
understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to the
statutory numbers.
(2) Like-for-like revenue
is calculated for comparison using FY24 foreign exchange rates to
convert both FY25 and FY24 foreign currency revenues.
(3) Net revenue is
calculated as revenue less concessionaires' share of
revenue.
(4) Gross margin is
calculated as gross profit as a percentage of net
revenue.
(5) Adjusted EBITDA is
operating loss stated before interest, taxation, depreciation,
amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets.
Revenue and gross profit
Market net revenues grew
12%
Media revenue decreased 19% to
£14.4m (2023: £17.7m)
Gross margins were unchanged at
83%
Administrative expenses and operating loss
Administrative expenses of £34.9m
increased by 6% (2023: £32.9m) resulting in the increase of
operating loss to £2.6m (2023: £0.1m loss).
The depreciation & amortisation
charge of £4.8m (2023: £4.7m) has increased due to the recognition
of the Barcelona lease offset by assets becoming fully
depreciated.
Exceptional items of £1.1m relate to
restructuring costs (2023: £0.8m) and £0.8m of one-off costs
relating to the Americas Cup event in Barcelona, including
sponsorship and temporary market reconfigurations.
Adjusted EBITDA
Adjusted EBITDA of £4.8m (2023:
£6.0m) is stated before interest, taxation, depreciation and
amortisation, share-based payment charges, exceptional items, and
loss on disposal of fixed assets.
Net
finance costs
Net finance costs of £4.2m (2023:
£4.5m) primarily relates to interest on debt of £2.5m (2023: £3.2m)
and interest cost in respect of lease liabilities of £1.7m (2023:
£1.3m).
Foreign exchange
The revenue and costs of Group
entities reporting in USD and Euros have been consolidated in these
financial statements at an average exchange rate of $1.29 (2023:
$1.25) and €1.19 (2023: €1.16) respectively.
Cash and debt
|
|
|
Unaudited
31 December 2024
£'000
|
Unaudited
31 December 2023
£'000
|
Audited
30 June
2024
£'000
|
|
Cash and cash equivalents
|
|
4,837
|
7,124
|
5,903
|
|
Borrowings
|
|
(39,875)
|
(34,847)
|
(38,882)
|
|
Adjusted net debt(1,2)
|
|
(35,038)
|
(27,723)
|
(32,979)
|
|
IFRS 16 Lease liabilities
|
|
(39,653)
|
(21,280)
|
(24,898)
|
|
Net
debt
|
|
(74,691)
|
(49,003)
|
(57,877)
|
(1) This is a non-GAAP
alternative performance measure ("APM") that management uses to aid
understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to the
statutory numbers.
(2) Adjusted net debt
excludes lease-related liabilities under IFRS 16.
Cash and cash equivalents decreased
by £1.1m to £4.8m (2024: £5.9m). This was driven primarily by
capital expenditure of £5.1m (2023: £3.5m), interest and tax paid
£1.8m (2023: £0.8m), lease liability payments of £2.2m (2023:
£2.3m) and repayment of borrowings of £0.1m (2023: £1.9m proceeds
from borrowings) offset by cashflow from operations of £0.4m (2023:
£6.4m) and proceeds from share issues £8.1m (2023:
£0.3m).
Post Balance Sheet Events: Entry into unsecured
Convertible Loan Note with related parties
Today, Time Out Group entered into a
convertible loan note instrument (the "CLN") to raise £5.0 million
with its existing shareholder, Oakley Capital Limited ("OCL") and
Chris Ohlund, CEO of the Company, the CLN funding split £4.5m from
OCL and £0.5m from Chris Ohlund.
An initial £2.0m of the instrument
has been immediately drawn down, with OCL funding £1.8m and Chris
Ohlund funding £0.2m. The proceeds of the draw down will be used to
fund the Group's continued growth strategy, with the potential for
further future drawdowns.
The CLN will be used to pursue the
Company's growth and investment strategy, funding projects expected
to materially improve future EBITDA margins and grow
revenues.
The CLN is unsecured, carries an
interest rate of SONIA + 8 per cent. per annum, has an arrangement
fee of 2 per cent. of the amount of the CLN and has a maturity date
of 31 December 2026. Interest is accrued in kind rather than paid
in cash. Subject to the satisfaction of the
condition noted below, the CLN will convert
into Ordinary Shares on the maturity date (or as soon as reasonably
practicable thereafter) at the Conversion Price of 50 pence per
ordinary share. The Conversion Price is a 16 per cent. premium to
the closing share price as at 19 February 2025. The Company has
sole discretion as to whether the CLN will be redeemed or (subject
to the condition noted below) converted into Ordinary Shares on the
maturity date.
OCL is interested in 4,938,649
Ordinary Shares, representing approximately 1.38 per cent. of the
Company's issued share capital. OCL is a member of a concert party
which was presumed to exist between a pre-IPO shareholding group
which currently comprises (among others), OCL, Oakley Capital
Investments ("OCI"), and three directors of the Company being,
Peter Dubens, Alexander Collins and David Till (the "Concert Party
Group"). The Concert Party Group has an aggregate holding of 42.46
per cent of the Company's issued share capital. The potential
conversion of the CLN into Ordinary Shares, would result in the
Concert Party Group's interest increasing, triggering an obligation
for the Concert Party Group to make an offer, in accordance with
the requirements of the Takeover Code, for the entire issued share
capital of the Company, under Rule 9 of the Takeover
Code.
The conversion right pursuant to the
terms of the CLN, by which the CLN may convert into Ordinary
Shares, is conditional on a waiver of the obligation for the
Concert Party Group to make a mandatory offer under Rule 9 of the
Takeover Code being granted by the Panel.
OCL, as the parent company, is an
associate of OCI which is interested in 136,082,622 Ordinary
Shares, representing approximately 38.08 per cent. of the Company's
issued share capital. OCI is therefore a substantial shareholder in
Time Out. As a result, OCL is a related party of the Company. Also,
Chris Ohlund, as a director of Time Out, who is also interested in
200,000 Ordinary Shares, representing approximately 0.06 per cent.
of the Company's issued share capital, is a related party of the
Company. As such, the execution of the CLN by the Company
constitutes, for the purposes of AIM Rule 13, related party
transactions.
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, Panmure Liberum Limited, the terms of the CLN
are fair and reasonable insofar as shareholders in the Company are
concerned.
Going concern
The financial statements have been
prepared under the going concern basis of accounting as the
Directors have a reasonable expectation that the Group and the
Company will continue in operational existence and be able to
settle their liabilities as they fall due for the foreseeable
future, being a period of at least 12 months from the date of
approval of the financial statements ("forecast period"). In making
this determination, the Directors have considered the financial
position of the Group, projections of its future performance and
the financing facilities that are in place.
The Board is satisfied that the
Group will be able to operate within the level of its current debt
and financial covenants and will have sufficient liquidity to meet
its financial obligations as they fall due for a period of at least
12 months from the date of signing these financial statements. For
this reason, the Group and the Company continue to adopt the going
concern basis in preparing its financial statements.
Chris Ohlund
Group Chief Executive
21
February 2025
