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Disclaimer


DISCLAIMER – IMPORTANT

TERMS OF ACCESS TO INFORMATION ABOUT A PROPOSED PLACING (THE “TRANSACTION”) BY TIME OUT GROUP PLC (THE “COMPANY”)

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY TIME OUT GROUP PLC IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR PERSONS IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THESE MATERIALS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.

Please read this notice carefully – it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of the Company.

Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. All persons outside of the United Kingdom who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable law or regulatory requirements applicable in their jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.

The information in the following pages is not intended for, and is not to be made available to, persons in the United States, Australia, Canada, Japan, the Republic of South Africa or in any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereunder, in such jurisdiction. Any announcements regarding securities offerings, or references to securities offerings, that are contained on these pages do not constitute an offering of those securities. Any offering of securities will be contained in a prospectus that contains detailed information about the issuer and the offered securities, including a discussion of risks, the issuer’s business and relevant financial information.

Any securities referred to in these materials have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, 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. There will be no public offer of securities in the United States.

Any securities referred to in these materials have not been and will not be registered under the securities laws of Australia, Canada, Japan, or the Republic of South Africa and may not be offered, sold, taken up, exercised, resold, renounced, transferred, distributed or delivered, directly or indirectly in any form, within, into or from such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws or regulations.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

These materials must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction.

Basis of access
Access to electronic versions of these materials is being made available on this webpage by Time Out Group plc in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to Time Out Group plc that they are doing so for information purposes only and they agree to be bound to the terms and conditions set out herein. If you do not agree to the terms and conditions, do not access this site. Making press announcements and other documents available in electronic format does not constitute an offer for sale or subscription or any solicitation for an offer to buy or subscribe for any securities in Time Out Group plc in any jurisdiction. Further, it does not constitute a recommendation by Time Out Group plc or any other party to sell or buy securities in Time Out Group plc.

Confirmation of understanding and acceptance of disclaimer
By clicking on the “I AGREE” button below:
• I confirm that I have read and understood the notice set out above and I agree to be bound by its terms.
• I represent and warrant that I am not resident or located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where accessing these materials is unlawful.
• I represent and warrant that I will not print, download or otherwise transmit or otherwise send any materials contained in this website to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, the Republic of South Africa or any other territory where to do so would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction.
• I represent and warrant that I intend to access this webpage for information purposes only.

IF I AM LOCATED OR RESIDENT IN AN EEA MEMBER STATE (OTHER THAN THE UNITED KINGDOM OR A RESTRICTED JURISDICTION) BY CLICKING THE “I AGREE” BUTTON, I CONFIRM THAT I AM A PROFESSIONAL INVESTOR.*
If you are not able to give any of these confirmations, you should click on the “I DO NOT AGREE” button below.


* A professional investor is defined as any person who meets the criteria to be a professional client:

(1) an entity required to be authorised or regulated to operate in the financial markets, e.g.:
(a) a credit institution;
(b) an investment firm;
(c) any other authorised or regulated financial institution;
(d) an insurance company;
(e) a collective investment scheme or the management company of such a scheme;
(f) a pension fund or the management company of a pension fund;
(g) a commodity or commodity derivatives dealer;
(h) a local;
(i) any other institutional investor;
(2) a large undertaking meeting two of the following size requirements on a company basis:
(a) balance sheet total of EUR 20,000,000;
(b) net turnover of EUR 40,000,000;
(c) own funds of EUR 2,000,000;
(3) a national or regional government, a public body that manages public debt, a central bank, an international or supranational institution (such as the World Bank, the IMF, the ECP, the EIB) or another similar international organisation; or
(4) another institutional investor whose main activity is to invest in financial instruments. This includes entities dedicated to the securitisation of assets or other financing transactions.