Time Out Group plc
FINPROM Findings
8“The preparation under the going concern basis of accounting is subject to a material uncertainty which may cast significant doubt on the Group's and Company's ability to continue as a going concern... Operating loss of £49.7 million (FY24: £0.4 million loss), including £35.1 million of non-cash impairment”
Company discloses material uncertainty on going concern and a £49.7m operating loss in the same announcement that references the concurrent retail offer. Retail investors may see the placing announcement without fully digesting the going concern warning buried in the results. [Note: retail offer ran alongside institutional fundraise.]
“This is subject to a material uncertainty with regards to the requirement for the Group to refinance its senior debt facilities within the going concern forecast period... the Concert Party Group to make a mandatory offer... waiver of the requirement under Rule 9.1”
Retail offer launched on the same day as results disclosing material uncertainty over going concern and requiring a Rule 9 Takeover Code waiver for the Concert Party Group. Area for improvement: the proximity of distress disclosure and retail offer launch warrants enhanced prominence of risk warnings. [Note: retail offer ran alongside institutional fundraise.]
“the Concert Party Group's holding will represent 50.15 per cent. of the enlarged issued share capital”
Result announcement confirms the Concert Party crossing the 50% control threshold. While disclosed, the brevity of the results announcement means retail investors who participated may not have fully appreciated the control implications.
“The Company will use the net proceeds of the Capital Raising to fund near-term seasonal working capital shortages (including one-off restructuring costs)”
The s21-approved retail offer announcement references working capital shortages but does not itself mention the material uncertainty on going concern disclosed in the simultaneously released results. Area for improvement: the RetailBook RNS could cross-reference the going concern disclosure more explicitly.
“Oakley Capital Investments Limited ('OCI') has committed to take up the full amount of Firm Placing Shares... OCL further committing to take up any additional Conditional Placing Shares not taken up by other investors”
OCL acts as underwriter of last resort for the conditional placing, guaranteeing the Concert Party's control position. The retail offer is sandwiched between the placing launch and result on the same day, giving retail investors very limited time to assess the implications.
“Concert Party Group, consisting of Oakley Capital Investments Limited, Oakley Capital Limited and certain Directors, will hold... 50.15 per cent. of the enlarged issued share capital”
Post-transaction the Concert Party Group will hold a controlling 50.15% stake, crossing the 50% threshold. While a Rule 9 waiver was obtained, retail investors subscribing via the Retail Offer are effectively buying into a controlled company. This concentration should be more prominently flagged in the retail-facing announcement. [Regulatory review: downgraded — Duplicate of companion TMO finding; concentration already captured]
“The Issue Price represents a discount of approximately 30.4 per cent. to the Closing Price of 11.5 pence... debt to equity conversion through which £4.9 million in aggregate principal amount of outstanding debt... will be converted”
A 30.4% discount sits at the deep discount threshold. Combined with a simultaneous £4.9m debt-for-equity conversion issuing 63m additional shares to the concert party, retail investors face compounded dilution.
“The Retail Offer is expected to close at 3 p.m. on 18 December 2025”
Retail offer opened and closed within hours on the same day (18 Dec 2025). For a company with going concern considerations, 30.4% discount, debt-for-equity conversion, and covenant breach risk, this window is inadequate for retail investors to make informed decisions. [Timing concerns alone reclassified as low severity.]
RNS Announcements
5Result of Firm and Conditional Placing
THIS ANNOUNCEMENT 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 THE PURPOSES OF THE MARKET ABUSE REG…
Firm Placing, Conditional Placing and Retail Offer
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN) 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 CON…
Result of Retail Offer
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OT…
Retail Offer
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN ANY JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FO…
Preliminary results & announcement of £8m placing
the Company also announces an £8m placing and an additional retail offer for: o £3.6 million growth capital for Markets and Media technology o £4.4 million working capital, including for one-off restructuring costs which are expected to generate a further £3.5 million per annum savings o The Company has received binding commitments from its largest shareholders, Oakley Capital Investments Limited ( "OCI" ), Oakley Capital Limited ( "OCL" and, together with OCI, the "Oakley Shareholders" ) and Lombard Odier Asset Management (Europe) Limited ( "Lombard Odier" ), to take up their pro …
LinkedIn Activity
3Timeline of UK Bitcoin adoption events, includes 'September 2025: B HODL listed on the Aquis Exchange'. Explicitly states: 'Educational and informative post for UK FCA-regulated financial advisers and compliance professionals only – not for retail clients.'
CEO/Chair personal LinkedIn post about J&J partnership for POLB 001 clinical trial. Describes 'exciting update' and 'good news'. Johnson & Johnson providing multi-million euro drug supply free of charge. 126 reactions on company repost.
Cathal Friel uses personal LinkedIn to promote clinical developments during fundraise period. While this specific post is about a clinical partnership rather than the fundraise itself, it creates positive sentiment during an active BookBuild retail offer window. No risk warnings. Friel is a serial AIM entrepreneur (Open Orphan/hVIVO, Amryt).
Board of Directors
7| Name | Role | Appointed | Status |
|---|---|---|---|
| Alexander Fiske Collins | Director | 2010-11-15 | active |
| David John Till | Director | 2020-10-01 | active |
| Emma Louise Humphrey | Director | 2022-06-30 | active |
| Matthew Robert Phillip Pritchard | Executive Director | 2023-11-13 | active |
| Peter Adam Daiches Dubens | Non-Executive Director | 2010-11-15 | active |
| Sven Torbjorn Ohlund | Executive Director | 2021-07-20 | active |
| The Lord Rose Of Monewden Stuart Alan The Lord Rose Of Monewden | Non-Executive Director | 2016-06-14 | active |