Announcement of share repurchase programme
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Trainline plc
Announcement of enhanced £150 million share repurchase programme
11th September 2025
Trainline plc ("Trainline", the "Company" or the "Group") 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 £150,000,000 (the "Programme") over 12 months, in line with our stated capital allocation framework. The Programme is to commence following the completion of the current £75,000,000 share repurchase programme, which was announced on 13 March 2025.
Trainline will execute the Programme in two tranches. In respect of the first tranche, Trainline has entered into an instruction with Numis Securities Limited ("Deutsche Numis") in relation to the purchase by Deutsche Numis, acting on a riskless principal basis, during the period commencing upon completion of the current share repurchase programme of ordinary shares in the share capital of Trainline (the "Shares") for an aggregate purchase price of no greater than £75,000,000 (excluding stamp duties, fees and levies) and the simultaneous on-sale of such Shares by Deutsche Numis 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 Deutsche Numis' 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 9 of the Financial Conduct Authority's Listing Rules and (iii) Trainline's general authority to make market purchases of Shares
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.
With regards to the second tranche, Trainline has entered into an instruction with Morgan Stanley & Co. International Plc ("Morgan Stanley"). Further details on the second tranche of the Programme will be announced in due course.
The Programme is expected to run beyond the date of the Company's next Annual General Meeting ("AGM"), and its continuation after the expiry of the current general authority for Trainline to make market purchases of Shares will be conditional upon renewal of such authority at that AGM.
The person responsible for arranging the release of this announcement on behalf of Trainline is Madeleine Cordes, Interim Company Secretary.
Enquiries
For investor enquiries, Andrew Gillian investors@trainline.com
For media enquiries, Hollie Conway press@trainline.com
Brunswick Group
Simone Selzer trainline@brunswickgroup.com / +44 207 404 5959
Forward looking statements and other important information
This document is for informational purposes only and does not constitute an offer or invitation for the sale or purchase of securities or any businesses or assets described in it, nor should any recipients construe the information contained in this document as legal, tax, regulatory, or financial or accounting advice and are urged to consult with their own advisers in relation to such matters. Nothing herein shall be taken as constituting investment advice and it is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation to acquire any securities of Trainline.
This document contains forward looking statements, which are statements that are not historical facts and that reflect Trainline's beliefs and expectations with respect to future events and financial and operational performance. These forward looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other factors, which may be beyond the control of Trainline and which may cause actual results or performance to differ materially from those expressed or implied from such forward-looking statements. Nothing contained within this document is or should be relied upon as a warranty, promise or representation, express or implied, as to the future performance of Trainline or its business. Any historical information contained in this statistical information is not indicative of future performance. The information contained in this document speaks only as at the date of this document and Trainline expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this document.
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