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.
20 September 2024
The London Tunnels PLC (the “Company”) announces it has received subscriptions for 84,860 new ordinary shares in the capital of the Company (the “Ordinary Shares”) at an issue price of £2.00 per share. In addition, the Company announces that the placing period is extended for a period of 120 days.
The new Ordinary Shares will be issued and admitted to listing and trading on Tuesday 24 September 2024. Following the issue, the Company will have issued 3,256,398 new Ordinary Shares since its listing on Euronext Amsterdam on 27 June 2024 and the total number of issued Ordinary Shares will be 68,757,320.
The Company also wishes to extent the period for the placing of new Ordinary Shares to institutional investors in various jurisdictions, excluding the United States (the “Placing”), which started following the listing of the Ordinary Shares on Euronext Amsterdam on 27 June 2024 (the “Listing Date”) and ends 90 days following the Listing Date (the “Placing Period”), i.e. on 25 September 2024. The Company has received irrevocable commitments from 15 investors to subscribe for 12,490,000 Ordinary Shares at an issue price of £2 per Ordinary Share (i.e., for a total amount of £24,980,000) in the Placing, which commitments have only been partially completed as part of the Placing. To accommodate the completion of the settlement process of the remaining part of the commitments, the Company is pleased to inform its investors that the Placing Period will be extended by an additional 120 days (the “Extended Placing Period”).
The Company recognises the importance of allowing adequate time for the Placing for its investors, and is committed to minimising any disruptions while ensuring that the outcome meets its rigorous standards. The Company appreciates the understanding and continued support of its investors as it works diligently to finalise the settlement process. Weekly updates will be provided through press releases to keep investors informed about the completion of the Placing.
Delivery of the Placing shares will continue to take place on a rolling basis. Every Tuesday during the Extended Placing Period, ending on the Tuesday following the end of the Extended Placing Period, all Placing Shares subscribed for during the previous week will be delivered. Delivery of the Placing Shares will take place through the book-entry facilities of Euroclear Nederland in accordance with their respective normal settlement procedures applicable to equity securities and against payment of the Placing shares in immediately available funds.
The lock-up provisions agreed with all shareholders holding Ordinary Shares on the Listing Date will also be extended with a period of 120 days, as a result of which the lock-up restrictions shall terminate in relation to Cupcake Partners Limited 480 days following the Listing Date and for each other shareholder: (a) 210 days following the Listing Date for 25% of the Ordinary Shares held by the shareholder on the Listing Date; (b) 300 days following the Listing Date for 50% of the Ordinary Shares held by the shareholder on the Listing Date; (c) 390 days following the Listing Date for 75% of the Ordinary Shares held by the shareholder on the Listing Date; and (d) 480 days following the Listing Date for 100% of the Ordinary Shares held by the shareholder on the Listing Date.
In accordance with relevant provisions under the Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”), the Company will publish a supplement to the prospectus dated 24 June 2024, as previously supplemented by a supplement dated 2 August 2024, regarding the extension of the Placing Period and the amendment of the lock-up provisions.
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
Ruben Cardol
ruben.cardol@cffcommunications.nl
+31(0)655358427
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.
