Time Out Group plc Holding(s) in Company (6131Z)
15 January 2024 - 6:00PM
UK Regulatory
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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END
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