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Thu 24th Nov 2022 - Update: Time Out secures new loan facility, Darwin & Wallace considered AIM listing |
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Time Out Group secures new loan facility, names new CFO: Time Out Group, the global media and hospitality business, has agreed a new secured loan note facility for €35m, which can be extended later by mutual agreement to €47.5m with Crestline Direct Finance L.P. The company said that this loan note facility will successfully refinance the outstanding balance (€25,384,397) of its existing loan facility between Time Out Market Limited and Incus Capital Advisers S.A. (which is due for repayment on 30 November 2022) and provide additional working capital to support the group’s further growth. The facility has a term of four years, with the right to redeem the loan notes after two years. The company has also executed an equity warrant instrument and agreed to issue 11,400,423 equity warrants on or around 30 November 2022 and a further 2,264,468 at full drawdown of the loan note facility (in total representing approximately 3.6% of its fully diluted share capital) to the Crestline subscribers. The five-year equity warrants, which have customary anti-dilution protections, have an exercise price of 39 pence per ordinary share. The company previously agreed a loan facility of up to £8m with Oakley Capital Investments Limited (OCI). The drawn balance on this facility of £5.1m will be converted to a loan note facility (OCI Loan Note) and extended to 31 December 2023. The terms of the OCI Loan Note will include an interest rate of 10% per annum plus an applicable base rate, with an arrangement fee of 2% and an exit premium. At the same time, and in line with the company’s succession plan, Patrick Foley has been appointed chief financial officer of Time Out Group, replacing Interim chief financial officer Neil Wood. Chris Ohlund, chief executive of Time Out Group plc, said: “We are delighted to be entering this new facility and partnership with Crestline. It will provide us with an improved balance sheet and the ability to continue delivering our ambitious plans and profitable growth. We are also pleased that Patrick is joining Time Out Group as our new chief financial officer. He brings over 20 years’ financial and commercial experience as well as broad sector background, including as chief financial officer of Nasdaq-listed Boxlight Corp and Art Alliance Media Ltd, and as VP Finance for Universal Pictures International. I look forward to working with him and would like to thank - on behalf of the whole team and the board - Neil for his great contribution and we wish him well in his future endeavours.”
One day to go before release of updated Premium Database of Multi-Site Companies, 23 businesses being added: A total of 23 new multi-site companies, operating 111 sites, have been added to the next edition of the Propel Premium Database of Multi-Site Companies, which will be released tomorrow, (Friday, 25 November), at midday. The updated Propel Multi-Site Database, which is produced in association with Virgate, includes regional restaurant and bar operators, growing entertainment concepts, and expanding franchise operators. Premium subscribers will also receive a 2,000-word report on the new additions to the database. The comprehensive database is updated monthly and provides company names, the people in charge, how many sites each firm operates, its trading name and its registered name at Companies House if different. The database now features 2,722 companies. Premium subscribers will also receive the next edition of the New Openings Database on Friday, 2 December, at midday. It focuses on newly announced openings and upcoming launches in the sector and is updated every month. The next edition also includes an 8,000-word report on the new additions to the database. Premium subscribers also receive access to the Propel Turnover & Profits Blue Book, which is produced in association with Mapal Group, and the UK Food and Beverage Franchisor Database. Premium subscribers are also to be given exclusive access to the recording and slides from this month's Propel Multi-Club Conference. The videos will be sent on Wednesday, 30 November, at 9am. Companies can now have an unlimited number of people receive access to Propel Premium for a year for £895 plus VAT – whether they are an operator or a supplier. The single subscription rate is £445 plus VAT for operators and £545 plus VAT for suppliers. Email jo.charity@propelinfo.com to upgrade your subscription. Subscribers also receive access to Propel’s library of lockdown videos and Friday Wrap interviews and now also have access to a curated video library of the sector’s finest leaders and entrepreneurs, offering their insights on running outstanding businesses in the sector. Premium subscribers also receive their morning newsletter 11 hours early, at 7pm the evening before our 6am send-out; regular video content and regular exclusive columns from Propel group editor Mark Wingett.
Darwin & Wallace considered listing as sector emerged from pandemic: Darwin & Wallace, the nine-strong London-based, Imbiba-backed neighbourhood bar group, said it considered strategic options to deliver an exit for its shareholders as its emerged from the pandemic, including a listing on AIM. The Mel Marriott-led business said: “There was a widely held view at the time that there would be a significant rebound within the hospitality Industry and around this backdrop the board considered an AIM Listing and sought advisors view and guidance. The Listing was intended to provide liquidity for existing shareholders and new growth capital for Darwin & Wallace to continue to expand through acquisitions and organically. After we embarked on the listing process, market sentiment changed significantly due to further uncertainly around covid-19 and also wider macro-economic challenges. Despite the project being well progressed and a significant time and effort put in by the executive team, the board guided by the company’s advisors concluded that an AIM Listing would not be in the best interest of the company and shareholders and the project stopped. With the benefit of hindsight and the subsequent market and trading turbulence, this has been proved to have been the correct decision. Most of the exceptional costs referred to in the year relate to the project costs incurred.” The company said it remains committed to continue to grow the business through organic growth, but also through acquisitions that fit its portfolio, “enhancing earnings per share and to provide an exit for existing shareholders”. In the year to 29 May 2022, the business reported turnover of £17,521,727 (2021: £6,238,943), with pre-tax losses widening from £110,409 in 2021 to £1,118,711. The company said: “We estimate that sales were adversely impacted by £700k in the December 2021 and January 2022 trading periods due to the covid omicron variant. Adjusted sales for the year would have been £18,221,727 taking this impact into account. Adjusted Site Ebtida was £2,608,885 in FY22 against £2,781,266 in FY21. In FY21 adjusted site Ebitida was supported by the Business Interruption insurance claim. We estimate that adjusted site Ebitida was impacted by £500k in December 2021 and January 2022 trading periods due to the Omicron variant. Adjusted site Ebtida would have been £3,108,885.”
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