NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION OR TO ANY NATIONAL, RESIDENT OR CITIZEN THEREOF. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
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.
Proposed reduction of capital and establishment of The London Tunnels Incorporated as the holding company of The London Tunnels PLC by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
SCHEME EFFECTIVE
Further to the announcement 25 September 2025, the board of directors (the “Board“) of The London Tunnels PLC (the “Company“) announces that, following delivery of a copy of the Court Order to the Registrar of Companies today for registration, the scheme of arrangement under Part 26 of the Companies Act (the “Scheme“) to implement the reduction of capital and establishment of a new private Cayman Islands company, The London Tunnels Incorporated (“TLT Holdings“), as the Company’s holding company has now become Effective and, pursuant to the Scheme, the share certificates in respect of the Existing London Tunnels Shares cease to be valid and entitlements to the Existing London Tunnels Shares held through Euroclear Nederland via banks and brokers are cancelled.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the scheme circular published by the Company on 8 August 2025 in relation to the Scheme (the “Scheme Circular“). All references to times in this announcement are to London, United Kingdom times unless otherwise stated.
Settlement of consideration
As set out in the Scheme Circular, a Scheme Shareholder on the register of members of the Company at the Scheme Record Time, being 6.00 p.m. on 26 September 2025, is entitled to receive consideration as provided for in the Scheme Circular.
The issue of New London Tunnels Shares to which any Scheme Shareholder is entitled will be effected as provided for in the Scheme Circular by no later than close of business on 01 October 2025. The issue of New London Tunnels Shares to Book Entry Shareholders may take longer given the requirement to identify such Book Entry Shareholders through banks and brokers following the Scheme
Effective Date. The Company intends to provide Shareholders with electronic confirmation of their holding of New London Tunnels Shares as soon as practicable following the Scheme Effective Date.
Suspension and cancellation of trading
As previously advised, the suspension of trading in Existing London Tunnels Shares on Euronext Amsterdam took effect from 7:30 a.m. today.
Following an application to Euronext Amsterdam, the cancellation of the listing of the Existing London Tunnels Shares on Euronext Amsterdam is expected to take effect by 7.30 a.m. on 30 September 2025.
Upon the Scheme having become Effective, certificates in respect of the Scheme Shares have ceased to be valid documents of title and entitlements to Scheme Shares held in uncertificated form are disabled and Euroclear Nederland is instructed to cancel the entitlements of Scheme Shareholders to the Scheme Shares.
End of placing
As the Company will be a wholly-owned subsidiary of TLT Holdings, the placement of new shares that started in June 2025 will now end. TLT Holdings may decide to launch a new placing or otherwise issue shares to investors for the next stage of its developments on the same or other terms.
ABOUT THE LONDON TUNNELS
The Company was founded to preserve and transform the Kingsway Exchange 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 major 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 the London, one of the most visited cities in the world, the tunnels are envisaged to become the capital’s most spectacular underground tourist attraction, offering a combination of historical heritage experiences
and a cultural, multi-sensory, digital experience. The Company is listed on Euronext Amsterdam under the ticker symbol TLT. For more information, please see: www.thelondontunnels.com
FOR MORE INFORMATION
CFF Communications
Uneke Dekkers
uneke.dekkers@cffcommunications.nl
+31(0)650261626
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 or form part of an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, whether pursuant to this document or otherwise, in any jurisdiction in which such offer, invitation or solicitation is or would be unlawful.
This announcement does not comprise a prospectus or a prospectus equivalent document or an exempted document. This announcement does not comprise an offer document (biedingsbericht) under section 5:76 of the Dutch FSA and has not been reviewed or approved by the AFM.
The contents of this announcement do not amount to, and should not be construed as, legal, tax, business or financial advice.
The statements contained in this announcement are made as at the date of this announcement, unless some other date is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this announcement and any formal documentation relating to the Proposals in, into or from jurisdictions other than the United Kingdom or the Netherlands may be restricted by law and/or regulation and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the Netherlands should inform themselves about and observe any applicable legal or regulatory requirements.
In particular, the ability of persons who are not resident in the United Kingdom or the Netherlands to vote their Existing London Tunnels Shares with respect to the Scheme at the Court Meeting or the Resolutions at the General Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Proposals disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to overseas jurisdictions are included in the Scheme Circular.
Additional information for investors in the United States
Shareholders in the United States should note that the Proposals relate to the shares of a Cayman Islands company and are proposed to be effected by means of a scheme of arrangement under Part 26 of the Companies Act which will be governed by English law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or the tender offer rules under the US Exchange Act.
Accordingly, the Proposals are subject to the procedural and disclosure requirements applicable to schemes of arrangement involving a target company incorporated in England and Wales and listed on Euronext Amsterdam, which differ from the requirements of US proxy solicitation and tender offer rules.
The receipt of consideration by a US holder for the cancellation of its Existing London Tunnels Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein. Each Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Proposals applicable to it, including under applicable United States state and local, as well as overseas and other, tax laws.
This announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Proposals, passed judgment upon the fairness of the Proposals, or passed judgment upon the completeness, adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.
Financial information relating to the Company included in this announcement has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (US GAAP). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
TLT Holdings is incorporated under the laws of the Cayman Islands and the Company is incorporated under the laws of England and Wales. All of the officers and directors of TLT Holdings and the Company, respectively, are residents of countries other than the Cayman Islands. In addition, all of the assets of TLT Holdings and the Company are located outside Cayman. As a result, it may be difficult for US Shareholders of the Company to effect service of process within the United States upon TLT Holdings or the Company or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States, including judgments based upon the civil liability provisions of the US federal securities laws. US Shareholders of the Company may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s jurisdiction or judgment.
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.
