Trainline Regulatory News (TRN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares (the "Shares") referred to in this announcement except solely on the basis of the information contained in the prospectus (the "Prospectus"), including the risk factors set out therein, published by Trainline plc (the "Company", and its subsidiaries and subsidiary undertakings, the "Group" or "Trainline") on 21 June 2019 in connection with the offer of Shares in the Company and the admission of such Shares to the premium listing segment of the Official List of the FCA (the "Official List") and to trading on the main market of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). A copy of the Prospectus published by the Company is available for inspection from the Company's registered office and on Trainline's website at www.trainline.com subject to certain access restrictions.

25 June 2019

Trainline plc

Exercise of Over-allotment Option

The Company announces that, in connection with its initial public offering (the "Offer"), Morgan Stanley & Co. International plc, as stabilising manager, has exercised the over-allotment option (the "Over-allotment Option") granted by KKR Victoria Aggregator L.P., acting by its general partners, KKR Victoria Aggregator GP Limited in respect of 40,748,321 existing ordinary shares in the Company (the "Over-allotment Shares") at the offer price of 350 pence each.

The Company did not participate in the Over-allotment Option.

Giving effect to the exercise of the Over-allotment Option, the total size of the Offer was 312,403,791 Shares, representing 65.0% of the 480,621,224 Shares in issue immediately following Admission, which is expected to occur on 26 June 2019.

Enquiries

Notes to Editors

About Trainline

Trainline (www.trainline.com) is the leading independent rail and coach travel platform selling rail and coach tickets to millions of travellers worldwide, enabling them to seamlessly search, book and manage their journeys all in one place via its highly rated website and mobile app. Trainline is a one-stop shop for rail and coach travel bringing together millions of routes, fares and journey times from 220 rail and coach carriers across 45 countries.

Important Legal Information 

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The date of Admission may be influenced by a variety of factors which include market conditions and there is therefore no guarantee that Admission will occur at all or in accordance with the timing indicated in this announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities 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, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any securities referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933, as amended (the "Securities Act") except pursuant to a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, South Africa or elsewhere.

In any member state of the European Economic Area ("EEA") other than the United Kingdom (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto, including Directive 2010/73/EU), and any implementing measures in each Relevant Member State (the "Prospectus Directive").