THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAW OF ENGLAND AND WALES AS RETAINED EU LAW AS DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TIME OUT GROUP PLC.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN 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 AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

30 March 2021

Time Out Group plc

("Time Out" or the "Company") (LON: TMO)

PrimaryBid Offer

Time Out (LON: TMO), the AIM quoted global media and leisure business, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of a maximum of 4,000,000 new ordinary shares of £0.001 each in the Company (the "PrimaryBid Offer Shares") at an issue price of 35 pence per PrimaryBid Offer Share (the "Issue Price"), being a discount of 16.7 per cent. to the closing middle market price of 42 pence per existing ordinary shares on 29 March 2021. The PrimaryBid Offer is only available to investors in the United Kingdom. The Company is also conducting a placing of new ordinary shares (the "Firm Placing Shares") at the Issue Price by way of an accelerated bookbuild process (the "Firm Placing") as announced today (the "Bookbuild"). In addition, the Company has also announced today a proposed conditional placing of new ordinary shares at the Issue Price (the "Conditional Placing") and a placing and open offer of new ordinary shares at the Issue Price (the "Placing and Open Offer" and, together with the PrimaryBid Offer, the Firm Placing and the Conditional Placing, the "Capital Raising").

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for the PrimaryBid Offer Shares and the Firm Placing Shares to be admitted to trading on AIM ("Admission"). The PrimaryBid Offer and the Firm Placing are conditional on (a) Admission and (b) the placing agreement entered into by the Company becoming unconditional as to Admission and not being terminated in accordance with its terms prior to Admission. Settlement for the PrimaryBid Offer Shares and Admission is expected to be take place at 8.00 a.m. on 6 April 2021. The PrimaryBid Offer will not be completed without the Firm Placing also being completed.

The Company will use the net proceeds of the Capital Raising to:

·    support general working capital requirements given the continued significant impact of the COVID-19 outbreak on trading, which is expected to continue in the near-term;

·    strengthen the Company's balance sheet in the wake of the impact of COVID-19 in order to be prepared for the Company's downside scenario; and

·    fund the Company's capital expenditure related to the Porto Time Out Market.

PrimaryBid Offer

Whilst the Firm Placing and the Conditional Placing have been structured as non-pre-emptive offerings to minimise cost, time to completion and management distraction, the Company values its retail investor base and is therefore pleased to provide retail investors in the United Kingdom the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to retail investors in the United Kingdom immediately following the release of this announcement. The PrimaryBid Offer is expected to close at the same time as the Bookbuild. The PrimaryBid Offer may close earlier if it is oversubscribed.

The Company, in consultation with PrimaryBid, reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for PrimaryBid Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at enquires@primarybid.com.

The PrimaryBid Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing ordinary shares.

Details of the PrimaryBid Offer

The Company highly values its retail investor base, which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail investors in the United Kingdom the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through the PrimaryBid mobile app.

It is a term of the PrimaryBid Offer that the total value of the PrimaryBid Offer Shares available for subscription at the Issue Price does not exceed €1,638,784 (equivalent to approximately £1.4 million at the exchange rate of £1:€1.17056 on 29 March 2021). Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the PrimaryBid Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. The PrimaryBid Offer is not being made into any jurisdiction where it would be unlawful to do so. In particular, the PrimaryBid Offer is being made only to persons who are, and at the time the PrimaryBid Offer Shares are subscribed for, will be outside the United States and subscribing for the PrimaryBid Offer Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the PrimaryBid Offer or subscribe for PrimaryBid Offer Shares.

There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for PrimaryBid Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for PrimaryBid Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for PrimaryBid Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid Offer Shares if they are in any doubt. 

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.

For further information please contact:

IMPORTANT NOTICES

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties.  The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement is not an offer of securities for sale in or into the United States. The PrimaryBid Offer Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Company does not intend to register any portion of the Capital Raising in the United States or to conduct a public offering of securities in the United States.  

This announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the FSMA or otherwise. This announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or Prospectus Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange.

This announcement has been issued by and is the sole responsibility of the Company.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. 

The distribution of this announcement and the offering of the PrimaryBid Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions.

The announcement does not constitute a recommendation concerning any investor's options with respect to the PrimaryBid Offer. The PrimaryBid Offer Shares to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the PrimaryBid Offer Shares should conduct their own due diligence, analysis and evaluation of the business and date described in this announcement, including the PrimaryBid Offer Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

The PrimaryBid Offer Shares to be issued or sold pursuant to the PrimaryBid Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.