Trainline Regulatory News (TRN)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

TRAINLINE PLC

New capital allocation framework and share repurchase programme

 14th September 2023

Trainline plc ("Trainline", the "Company" or the "Group"), today sets out its new framework of capital allocation.

Trainline's Board of Directors have approved the new capital allocation framework, having reviewed the Group's capital structure, growth opportunities and required cash balances, both now and in the future.

Capital allocation framework

Trainline's primary use of capital is to invest behind its strategic priorities - including enhancing the customer experience and building demand for rail travel - to drive organic growth and deliver attractive and sustainable rates of return. The Group may supplement that with inorganic investment, should it help accelerate delivery of the Group's strategic growth priorities. Trainline will also continue to manage debt leverage, including retaining a prudent and appropriate level of liquidity headroom should unforeseen circumstances arise. Any surplus capital thereafter may be returned to shareholders, including through the repurchase of Trainline's shares.

Share repurchase programme

As part of this framework, the Company also announces today it will commence a share repurchase programme of its ordinary shares of 1p each (the "Ordinary Shares") up to a maximum consideration of £50,000,000 (the "Programme") over the next 12 months.

Trainline announces that it has entered into an instruction with Morgan Stanley & Co. International Plc ("Morgan Stanley") in relation to the purchase by Morgan Stanley, acting on a riskless principal basis, during the period commencing on 14 September 2023 and ending no later than 13 September 2024, of ordinary shares in the share capital of Trainline (the "Shares") for an aggregate purchase price of no greater than £50,000,000 (excluding stamp duties, fees and levies)  and the simultaneous on-sale of such Shares by Morgan Stanley to Trainline.

Any purchase of Ordinary Shares done in relation to this announcement will be executed in accordance with (i) the terms and parameters of Morgan Stanley's engagement; (ii) the relevant regulations, including the EU Market Abuse Regulation (596/2014), the Commission Delegated Regulation (2016/1052), in each case as such legislation forms part of retained EU law (as defined in the EU (Withdrawal) Act 2018), and Chapter 12 of the Financial Conduct Authority's Listing Rules and (iii) Trainline's general authority to make market purchases of Shares as approved by shareholders at the 2023 AGM.

Trainline will announce any market repurchase of Ordinary Shares no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred. To the extent permitted by law, Ordinary Shares purchased under the Programme will either be cancelled or held in treasury.

The person responsible for arranging the release of this announcement on behalf of Trainline is Martin McIntyre, Company Secretary.

Enquiries

For investor enquiries, Andrew Gillian investors@trainline.com

For media enquiries, Hollie Conway  press@trainline.com

Brunswick Group

Simone Selzer +44 207 404 5959 / trainline@brunswickgroup.com

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 rail and coach carriers across Europe.

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

This announcement includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "guidance", "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned", "targets" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of the Directors or the Group concerning, among other things, the results of operations, financial condition, prospects, growth, strategies, and dividend policy of the Group and the industry in which it operates. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. Such forward-looking statements contained in this announcement speak only as of the date of this announcement.