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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, ADVERTISING, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE LONDON TUNNELS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF THE LONDON TUNNELS PLC.
9 July 2025
Proposed corporate reorganisation
of
The London Tunnels PLC (the “Company”)
to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006
Summary
- The board of directors of the Company (the “Board”) has carried out a strategic review of the Company’s listing on Euronext Amsterdam and announces that it intends to carry out a corporate reorganisation (the “Reorganisation”) pursuant to which a new private Cayman Islands company, The London Tunnels Incorporated (“TLT Holding”), will become the Company’s holding company by means of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme”).
- If the Scheme is approved and becomes effective, each shareholder of the Company will be entitled to receive one share in the capital of TLT Holding for each Company share held, and the Company’s admission to listing and trading on Euronext Amsterdam will be cancelled (the “Delisting”).
Background to and reasons for the Reorganisation and Delisting
- The Company is currently incorporated in England and Wales and listed on Euronext Amsterdam. While initially designed to support broad international investor access, the current listing structure, with a GBP-denominated share, has created a number of operational and market access limitations. Given these limitations, the Board believes that the Reorganisation and Delisting will be in the best interests of the Company and all of its shareholders.
- In reaching this conclusion the Board has also considered the following key factors:
- The Board has identified potential funding solutions for the further stage of its development which are outside the public markets. The Board believes that maintaining a listing on Euronext Amsterdam is unlikely to offer the most effective or cost-efficient path to securing this funding.
- Given its current financial capabilities the Board believes the time and resources associated with maintaining the Company’s listing would be better utilised to maintain and invest in its project of developing the Kingsway Exchange Tunnels.
- The Board believes there is considerable support in the Company’s shareholder base for the Reorganisation and Delisting.
Effects of the Reorganisation and Delisting
In the event that the Scheme is approved and becomes effective, and Delisting takes place, shareholders will no longer be able to buy and sell Company’s shares through Euronext Amsterdam. Accordingly, the Company would no longer be subject to the rules and regulations to which companies admitted to trading on Euronext Amsterdam are subject (and accordingly shareholders will no longer be afforded the protections given by such rules and regulations). There will be no formal market for Company shareholders to effect transactions in the Company’s shares following the Delisting unless an alternative trading facility is put in place.
Alternative trading facility
The Company is reviewing its options to put alternative arrangements in place, such as a ‘matched bargain facility’ or a listing on another stock exchange to assist shareholders to trade in the Company’s shares in the medium term. Shareholders should note that there remains a risk that the alternative trading facility may not be put in place and therefore inhibit the ability to trade the Company’s shares.
Information on the Company
The Company was founded to preserve and transform the Tunnels, built as part of the United Kingdom government’s strategy to protect its citizens from bombing during what became known as the London Blitz, into a tourist attraction targeting up to 3 million visitors per year. The mile-long series of tunnels have been kept secret for nearly 70 years. Right in the centre of London, one of the most visited cities in the world, the Tunnels are envisaged to become an underground tourist attraction, offering a combination of historical heritage experiences and a cultural, multi-sensory, digital experience.
Information on TLT Holding
TLT Holding is a private company with limited liability incorporated under the laws of the Cayman Islands for the purposes of the Reorganisation. All shares in the capital of TLT Holding are held by the Katharine Leo, COO of the Company.
Structure, conditions and proposed timetable
- It is intended that the Reorganisation and Delisting will be effected by means of a Scheme between the Company and the Company shareholders under Part 26 of the Companies Act. Subject to the Scheme being approved and becoming effective, existing shareholders will receive one share in TLT Holding for each share held in the Company, ensuring continuity of ownership.
- The Company and TLT Holding have entered into a Co-operation Agreement on 9 July 2025 to implement the terms of the Reorganisation and Delisting (the “Co-operation Agreement“). The Co-operation Agreement will terminate by mutual agreement or if the Scheme has not become effective by 31 December 2025.
- As the Reorganisation and Delisting will be effected by means of a Scheme, the provisions and requirements set forth in the Dutch Offer Decree will not apply and TLT Holding hereby will not be required to submit an application for approval of an offer document to the Dutch Authority for the Financial Markets (Authoriteit Financiële Markten) in accordance with article 7, paragraph 1(b) of the Dutch Offer Decree.
- The Reorganisation and Delisting are conditional on the following conditions:
- the approval of the Scheme by a majority in number of the Company’s shareholders who are present and vote, whether in person or by proxy, at the Court meeting to approve the Scheme and who represent at least 75% in value of the Company’s shares voted by those shareholders;
- the other resolutions required to approve and implement the Scheme being duly passed by the Company’s shareholders representing the requisite majority or majorities of votes cast at a general meeting;
- the sanction of the Scheme by the Court, and the delivery of a copy of the Court order to the Registrar of Companies,
(the “Conditions“).
- There will be no change to the Company’s assets, operations, or Board composition as a result of the Reorganisation and Delisting.
- The Delisting and Reorganisation are currently expected to complete during the fourth quarter of 2025, subject to the satisfaction of the Conditions. An expected timetable of key events relating to the Reorganisation and Delisting will be set out in the Scheme document to be published in connection with the Scheme in due course (the “Scheme Document“).
Company recommendation
The Board remains fully committed to enhancing long-term value for shareholders and ensuring the Company is optimally positioned for future growth and capital markets engagement. The Company directors therefore intend to recommend unanimously that the Company shareholders vote in favour of the Scheme.
Irrevocable undertakings
The Company directors who are interested in the shares and two shareholders, Cupcake Partners Limited and Infrastructure (LDN) Credit Fund Inc., have informed the Board that they will give irrevocable undertakings to vote in favour of the Scheme, in aggregate representing 79.5% of the ordinary share capital of the Company in issue on 8 July 2025 (being the latest practicable date prior to this announcement).
FOR MORE INFORMATION
CFF Communications
Uneke Dekkers
uneke.dekkers@cffcommunications.nl
+31(0)650261626
Tavistock (UK enquiries)
Jos Simson / Rebecca Hislaire
thelondontunnels@tavistock.co.uk
+44 (0) 20 7920 3150
IMPORTANT NOTICE
This announcement is not for release, publication or distribution in whole or part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, New Zealand or Japan or any other jurisdiction where such distribution would be unlawful. This announcement does not constitute a prospectus or form part of any offer to sell, or any invitation or solicitation of an offer to buy, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful, including the United States (including its territories or possessions or any State of the United States and the District of Columbia (the “United States”), Australia, Canada, South Africa, New Zealand or Japan.
The information contained in this announcement is for background purposes only, and does not purport to be full or complete. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on the completeness, accuracy or fairness of such information and opinions. Important limitations and other considerations in respect of the foregoing, including further discussions of risks related to any investment in the Company, is set out in the prospectus relating to Admission and found on the Company’s website (set out above).
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.
This announcement is being distributed only to and directed only at persons (a) if in an EEA member state, who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation, (b) in the United Kingdom who (i) have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ( the “Order”), (ii) fall within the definition of “high net worth companies, unincorporated associations, etc.” in Article 49(2)(a) to (d) of the Order and (iii) are “qualified investors” as defined in article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”); and (c) to whom it may lawfully be communicated) (together “Relevant Persons”).
This announcement may include statements that are, or may be deemed to be, “forward-looking statements” including its financial targets and objectives relating to the business, financial performance, results of operations, financial condition, liquidity, prospects, growth and strategies and results of the Company and industry in which it operates. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “targets”, “anticipates”, “expects”, “intends”, “may”, “will”, “forecast” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
For the avoidance of doubt, the contents of the Company’s website or any website directly or indirectly linked to the Company’s website, are not incorporated by reference into, and do not form part of, this announcement.
