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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Oakley Capital Investments Ltd | AQSE:OCI.GB | Aquis Stock Exchange | Ordinary Share | BMG670131058 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 500.00 | 494.00 | 506.00 | 500.00 | 500.00 | 500.00 | 0.00 | 06:47:21 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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) Dow Jones Newswires
January 15, 2024 02:00 ET (07:00 GMT)
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