Trading update and new loan facility

26 August 2025

Time Out Group plc

("Time Out," the "Company" or the "Group")

Trading update and new loan facility

Expected Group revenue for FY25 of £75 million and adjusted group EBITDA of £7-9 million

 Related party transaction: New £6 million loan facility to provide growth capital

FY25 Summary

· Markets revenues grew to £47 million, an increase of 10% versus FY24 (£42 million), +13% in constant currency

· Media revenues of £28 million, 22% lower than FY24 (£36 million), 20% lower in constant currency

· Group revenues of £75 million, 4% lower than FY24 (£78 million), 2% lower in constant currency

· Opex reduction programme ongoing. To date, £10 million of savings actioned of which £4 million will deliver pro-forma savings FY26 vs FY25

· Trading performance in the final quarter of FY25 was below management expectations:

o  Lower media revenues than forecast, partially due to a delay in contracts that subsequently completed in FY26

o  Extreme heat impacted June US market revenues, the markets have since returned to growth

o  Other commercial negotiations on opex items that were forecast to conclude in Q4 FY25, that are now expected to conclude in Q1 FY26

· Adjusted Group Ebitda for FY25 is now expected to be in the range £7-£9 million vs previous withdrawn guidance of £11-£13 million (FY24 £12.4 million)

New Loan Note Instrument and Related Party Transaction

Today, Time Out entered into a loan note instrument ("LN") to raise £6.0 million of additional growth capital with its existing shareholder Oakley Capital Limited ("OCL"). An initial £1.5m of the instrument has been drawn for working capital, with potential for further drawdowns to fund the Group's continued growth strategy. The loan facility has a maturity date of 31 December 2026, is unsecured, carries an interest rate margin of 8% accrued in kind and an arrangement fee of 1.25%. The related-party transaction is explained in more detail below.

Time Out Markets Division

· The current portfolio of Markets is growing in line with management expectations.

· Two new markets are on track to open in H2 CY25: Manhattan (an owned and operated market) and Budapest (a management agreement market).

· A further four management agreement markets are contracted to open by 2027, with a strong pipeline of additional opportunities. New site negotiations are ongoing such that further announcements are expected later in this calendar year.

· The expanding footprint, including management agreement locations, has driven strong growth in customer transactions, up +21% year on year to over 11 million transactions in the period.

Media Division

· Global monthly brand audience reach(1) for Media has grown +44% to 224 million, driven by social media growth.

· The division generates revenue from advertising and by creating customised campaign solutions for brands. The media business has seen a decline in traditional advertising revenue following a structural switch in consumer habits from Web to social media and AI - the Board expects this trend to continue, therefore Media opex has been materially reduced during H2 FY25, and into FY26, with £4 million of year-on year savings actioned FY26 vs FY25.

· The strategy review previously announced in May 2025 is progressing, with the evaluation of potential growth strategies to deliver sustainable Media division profitability through effective monetisation of unique content and growing global audience and driving customer visits and revenue to our Markets.

Outlook

The Group remains focused on the growth that Markets will deliver with the objective of doubling Market EBITDA over the next two years, whilst improving the profitability of media, by converting a strong pipeline of potential new sites, driving like-for-like growth in existing Markets, out-of-home advertising, loyalty programmes and a growing and valuable customer database. The Group expects to announce the outcomes of the media review alongside the FY25 audited results this autumn.

"While Media and Market performance during June was softer than anticipated, our markets have since reverted to growth and we see considerable headroom, both through deepening our presence in existing locations and accelerating rollouts into new ones. The strategic review of Media is progressing well, with clear momentum emerging in high-value areas including social media, email engagement, and the delivery of scalable brand campaigns and live events. These strengths position us to drive sustainable revenue growth and enhanced returns for shareholders.

"Our audience is highly engaged and continues to seek out trusted human advice and recommendation. In a world where algorithmic and AI generated content is pushed higher up search rankings, we are developing and evaluating multiple new ways to reinforce a direct connection between human editor and people seeking the best of the city."

RELATED PARTY TRANSACTION

Oakley Capital Limited ("OCL"), as the parent company, is an associate of Oakley Capital Investments ("OCI") which is interested in 136,082,622 Ordinary Shares, representing approximately 38.08%. of the Company's issued share capital. OCI is therefore a substantial shareholder in Time Out. As a result, OCL is a related party of the Company, and the execution of the LN constitutes a related party transaction under AIM Rule 13. The Directors of the Company (excluding Peter Dubens, Non-Executive Chairman of the Company, David Till, Non-Executive Director of the Company and Alexander Collins, Non-Executive Director of the Company, who are not considered independent for the purposes of this transaction as a consequence of being partners of Oakley Capital Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a non-executive director of OCI) consider that, having consulted with the Company's nominated adviser, Panmure Liberum Limited, the terms of the LN are fair and reasonable insofar as shareholders in the Company are concerned.

Notes

(1) H1 CY25 vs H1 CY24 average global monthly brand reach across all channels.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Matt Pritchard, CFO.

This document contains "forward-looking statements", which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking, including, among others, the achievement of anticipated levels of profitability, growth, the impact of competitive pricing, volatility in stock markets or in the price of the Group's shares, financial risk management and the impact of general business and global economic conditions. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements speak only as at the date as of which they are made, and each of Time Out Group Plc and the Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in Time Out Group Plc's or the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. Neither the Group, nor any of its agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this document.