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 and Notices of Court Meeting and General Meeting
PUBLICATION AND POSTING OF SCHEME CIRCULAR
On 9 July 2025, the board of directors (the “Board“) of The London Tunnels PLC (the “Company“) announced that, having carried out a strategic review of its listing on Euronext Amsterdam, it had
concluded that a new private Cayman Islands company, The London Tunnels Incorporated (“TLT Holdings“), that would become the Company’s holding company by means of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme“), was in the best interests of the business and its
stakeholders, and that it would be engaging with its Shareholders on these Proposals.
Publication of the Scheme Circular
The Board is pleased to announce the publication of the scheme circular in relation to the Scheme (the “Scheme Circular“) which, together with the associated Forms of Proxy, is today being published by the Company and posted (or made available online to) its Shareholders.
The Scheme Circular contains, amongst other things, a letter from the Chair of the Company, the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Shareholders entitled to vote at the General Meeting in relation to the Proposals.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Circular. All references to times in this announcement are to London, United Kingdom times unless otherwise stated.
Document availability
The Scheme Circular will be made available for inspection free of charge, on the Company’s website at https://thelondontunnels.com/investors/. Save as expressly referred to in the Scheme Circular, neither the contents of the website nor the contents of any other website accessible from hyperlinks on the website are incorporated into, or forms part of, this announcement.
The Court Meeting and General Meeting
The Court Meeting and the General Meeting are to be held at the offices of the Company at 2nd Floor Nicola Jane House, Southern Gate, Chichester, West Sussex, United Kingdom, PO19 8SE on 1
September 2025. The Court Meeting is scheduled to commence at 10.00 a.m. and the General Meeting is scheduled to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Court Meeting and the General Meeting are set out in Parts 8 and 9, respectively, of the Scheme Circular.
As further described in the Scheme Circular, before the Court is asked to sanction the Scheme and in order to become Effective, the Scheme will require: (i) the approval of a majority in number representing 75 per cent. or more in value of votes cast by the Scheme Shareholders present or represented and voting either in person or by proxy at the Court Meeting (or any adjournment thereof); and (ii) the passing of the Resolutions by the requisite majority of Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or waiver of further terms and conditions that are
set out in the Scheme Circular.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Shareholders before the relevant Meetings, by way of a press release.
Action required
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair representation of Scheme Shareholders’ opinion. Shareholders are therefore strongly urged to appoint a proxy in connection with the Meetings in accordance with the instructions below and as set out in more detail in the Scheme Circular.
Registered Shareholders (other than Shareholders holding shares through Euroclear Nederland via banks and brokers):
Registered Shareholders are strongly urged to complete, sign and return their Forms of Proxy as soon as possible and, in any event, by no later than 10.00 a.m. on 28 August 2025 in respect of the Court Meeting and 10.15 a.m. on 28 August 2025 in respect of the General Meeting in accordance with the instructions set out in the Scheme Circular and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Circular. Registered Shareholders are also strongly encouraged to appoint “the Chair of the Meeting” as their proxy.
Book Entry Shareholders – Shareholders holding shares through Euroclear Nederland via banks and brokers:
Investors holding their shares through Euroclear Nederland via banks and brokers will not receive Forms of Proxy. Instead, Shareholders holding their shares through Euroclear Nederland via banks and brokers can appoint the Chair of the Court Meeting and the Chair of the General Meeting, respectively, as a proxy to attend, vote on their behalf or give voting instructions in respect of some or all of their Existing London
Tunnels Shares through the website www.abnamro.com/evoting. Alternatively, investors may contact their bank or broker and advise them accordingly. Shareholders holding their shares through Euroclear Nederland must submit proxy instructions via their bank or broker or directly via www.abnamro.com/evoting as soon as possible and, in any event, by no later than 10.00 a.m. on 26 August 2025 in respect of the Court Meeting and 10.15 a.m. on 26 August 2025 in respect of the General Meeting in accordance with the instructions set out in the Scheme Circular.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Circular and is also reproduced in the appendix to this announcement. Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of Shareholders at the General Meeting, the satisfaction or waiver
of further terms and conditions set out in the Scheme Circular and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective in late September
2025.
The dates and times given are indicative only and are based on the Company’s expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then the Company will give adequate notice(s) of such changes through a press release and by making such announcement available on its website.
Prior to the Scheme becoming Effective, the Company shall make an application for the delisting of the Existing London Tunnels Shares from Euronext Amsterdam and request the termination of the listing agreement between the Company and Euronext Amsterdam in relation to the listing of the Existing London Tunnels Shares, to take effect on the third day (excluding any Non-Working Days) following the Effective Date.
It is intended that the last day for dealings in, and registration of transfers of, Existing London Tunnels Shares on Euronext Amsterdam will be the day following the date of the Court Hearing. No transfers of Existing London Tunnels Shares will be registered after that time. The Existing London Tunnels Shares will be suspended from trading on Euronext Amsterdam at 7:30 a.m. on the second day (excluding any Non-Working Days) following the date of the Court Hearing.
On the Effective Date, share certificates in respect of Existing London Tunnels Shares shall cease to be valid and entitlements to Existing London Tunnels Shares held through Euroclear Nederland via banks and brokers shall be cancelled.
Recommendation
The Board recommends Shareholders to vote in favour of the Scheme at the Court Meeting and to vote in favour of all of the Resolutions proposed at the General Meeting. Katharine Leo, a Director and sole owner of TLT Holdings, has absented herself from all decision-making and recommendations related to
the Scheme given her conflict of interest with the Proposals. The Company’s directors intend to vote in respect of their own beneficial holdings of the Existing London Tunnels Shares in favour of the Scheme and of all Resolutions proposed at the General Meeting.
Shareholders should read carefully the whole of the Scheme Circular (including any documents incorporated into the Scheme Circular by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Proposals. Any vote or decision in respect of, or other response to, the Proposals or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Circular.
Helpline
If you have any questions about this document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact the Company Secretary and Registrar, Ben Harber, at c/o Huckletree Bishopsgate, 8 Bishopsgate, London EC2N 4BQ or email at
benh@woodhamcorpservices.com. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Proposals or give any legal, tax or financial advice.
Book Entry Shareholders should not contact Ben Harber. Instead, if they have any questions about this document they, should contact ABN AMRO through email at corporate.broking@nl.abnamro.com with the subject line “The London Tunnels Meeting”.
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 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. All dates and times are based on the Company’s current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shareholders through a press release, with such press release being made available on the Company’s website at www.thelondontunnels.com.
Publication of the Scheme Circular – 8 August 2025
Latest time and date for receipt of proxy instructions by
Book Entry Shareholders in respect of the Court Meeting –
10:00 a.m. on 26 August 2025(1)
Latest time and date for receipt of proxy instructions by
Book Entry Shareholders in respect of the General Meeting – 10:15 a.m. on 26 August 2025(2)
Latest time for lodging Forms of Proxy for Court Meeting
(BLUE Form of Proxy) – 10:00 a.m. on 28 August 2025(3)
Latest time for lodging Forms of Proxy for General Meeting
(WHITE Form of Proxy) – 10:15 a.m. on 28 August 2025(3)
Voting Record Time for the Court Meeting and General
Meeting – 6:00 p.m. on 28 August 2025(4)
Court Meeting – 10:00 a.m. on 1 September 2025
General Meeting – 10:15 a.m. on 1 September 2025(5)
Court Hearing – 25 September 2025 (“D“)(6) (7)
Last day of dealings in, and for registration of transfers of the
Existing London Tunnels Shares (including shares held by Book Entry Shareholders) on Euronext Amsterdam – D+1(6)
Scheme Record Time – 6:00 p.m. on D+1(8)
Suspension from trading on Euronext Amsterdam – By 7:30 a.m. on D+2(8)
Scheme Effective Time – 10:00 a.m. on D+2(8)
Scheme Effective Date – D+2(8)
Delisting of the Existing London Tunnels Shares – By 7:30 a.m. on D+3(8)
Issue of New London Tunnels Shares to Shareholders – D+3(8)(9)
Notes:
- It is required that Book Entry Shareholders submit (themselves or by contacting their bank or broker to do so) proxy instructions via www.abnamro.com/evoting in respect of the Court Meeting at least 96 hours prior to the time appointed for the Court Meeting (excluding any part of a day that is a Non-Working Day) or, in the case of any adjournment, not later than 96 hours before the time fixed for the holding of the adjourned
Court Meeting (excluding any part of a day that is a Non-Working Day). - It is required that Book Entry Shareholders submit proxy (themselves or by contacting their bank or broker
to do so) instructions via www.abnamro.com/evoting in respect of the General Meeting at least 96 hours prior to the time appointed for the General Meeting (excluding any part of a day that is a Non-Working Day) or, in the case of any adjournment, not later than 96 hours before the time fixed for the holding of the adjourned General Meeting (excluding any part of a day that is a Non-Working Day). - The BLUE Form of Proxy for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, 48 hours (excluding Non-Working Days) before the adjourned Court Meeting), maybe handed to a representative of the Company Secretary, on behalf of the Chair of the Court Meeting, or to the Chair of the Court Meeting, before the start of that Meeting. However, in order to be valid, the WHITE
Form of Proxy must be received no later than 10:15 a.m. on 28 August 2025 (or, if the General Meeting is adjourned, 48 hours (excluding Non-Working Days) before the time fixed for the adjourned Meeting). - If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the date which is two days (excluding Non-Working Days) before the date set for such adjourned Meeting.
- To commence at the time fixed or, as soon thereafter as the Court Meeting concludes or is adjourned, whichever is the later.
- Exact dates to be notified in due course. These dates ignore Non-Working Days for the purposes of the timetable.
- Registered Shareholders have the right to attend the Court Hearing in person or by proxy to support or oppose the sanctioning of the Scheme. It is currently anticipated that the Court Hearing will be held 25 September 2025 at 7 Rolls Buildings, Fetter Lane, London, EC4A 1NL.
- These times and dates are indicative only and will depend on, among other things, the dates upon which: (i) the Court sanctions the Scheme; and (ii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. If the expected dates are changed, the Company will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service.
- 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.
