TIDMTNT
RNS Number : 0766W
Tintra PLC
07 December 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019/310.
7 December 2023
TINTRA PLC
("Tintra" or the "Group" or the "Company")
Road Map to General Meeting & Matched Bargain Facility
Activation
Tintra, the Deep Tech and Banking business, updates the market
related to various communications over the past weeks.
General Meeting
As announced by the Company on 28 November 2023 and 6 December
2023 , regarding the intention and proposal to seek shareholder
approval for cancellation of trading of its shares on AIM, a Notice
of General Meeting has been issued. This is the end of a lengthy
process that has been complex and at times hard to understand, and
the Board are pleased that it now has line of sight on the
cancellation.
The Company has been working with its investment partners for
what is now close to six months to restructure and to become a
private company for the reasons outlined in the RNS of 28 November
2023 and the Circular that can be found on the Company's website
(under Shareholder Meetings).
The entire process has been driven by two things, becoming a
private company and ensuring that retail shareholders who do not
want to continue on our journey have an exit at a price that is
fair and a premium to the market. It was never intended to be a
process for the Company to be taken over, but to restructure it, in
large part to allow for a partnership with a Middle Eastern
sovereign fund whom the Company has been in discussions for a year.
We are not alone in seeing our future as an unlisted company, with
other companies having left AIM this year for a variety of reasons
and with press reports just yesterday of a major airline thinking
of moving outside of the UK.
The Company has been working hard to deliver certainty that the
cancellation is possible, which has proved to be difficult and time
consuming. The earlier scheme announced in November was subject to
Takeover Panel Rules which are designed to oversee complex, and
maybe even higher value transactions. With that in mind efforts
have been undertaken to deliver the outcome in a way that gives
certainty of action and clearer messaging to investors than we feel
has been possible to date.
In the current solution, we believe there to be a much simpler
process than originally advised and that aligns with the views of
its investment partners. We are pleased to be on what seems a home
straight on this and we look forward to the General Meeting on 4
January 2024.
The Company always envisaged that the vast majority of
shareholders would remain with the business, with a minority opting
to take the 150p offer per share (as was first offered by LRB35
Ltd) and which the Company is in the process of arranging as
announced with a Matched Bargain Facility for which onboarding is
ongoing.
NOMAD
The Company yesterday, 5 December 2023, morning issued 90 days'
Notice of Termination to its Nominated Adviser and Broker ("Nomad")
as provided for under the contract between them.
As such, the Company was very disappointed that subsequent to
receiving that 90 day notice Allenby announced that it had
resigned, leading to suspension of trading in its shares and
disarray driven by uncertainty in the market. We find this
unfortunate to say the least and the Board notes the dismay this
caused to shareholders. The external investors have confirmed it is
their continued intention to proceed with taking a greater stake in
the Company under the same terms, through an appropriate
mechanism.
The Company has commenced the process to seek a new Nomad and
will provide updates accordingly.
Proposed cancellation of Shares to trading on AIM,
Re-registration as a private limited Company
For the avoidance of doubt the process as outlined in the
Company's announcement of 6 December relating to the above is
unchanged in all respects as set out in the Circular , save
that:
-- should the Company not succeed in its efforts to appoint a
replacement nominated adviser prior to 5 January 2024, cancellation
of its admission of shares to trading on AIM will take effect from
7:00 am on 8 January 2024
-- in that event, the Company is making plans to make the
Matched Bargain Facility, as set out in the Circular, available
from 9 January 2024
For the reasons stated in section 2 of the Circular and repeated
below for ease, the Board remain firmly of the view that
Cancellation is in the best interests of the Company and its
shareholders:
-- the Company has modelled its capital raising on a US style
private equity strategy, seeking funding in the private markets for
the most part. This strategy's origin received substantial support
from big name funding partners, including a member of a royal
family, a major US PE firm and a number of family offices.
-- The considerable cost associated with maintaining the
admission of the Shares are, in the Board's opinion,
disproportionately high, compared to the benefits. The Board have
identified circa GBP505,000 of direct costs related to admission
that will be saved within the first full year after
Cancellation
-- The additional indirect costs associated with management time
invested in the legal and regulatory burden associated with
maintaining admission is, in the Board's opinion, disproportionate
to the benefits to the Company as a private entity
-- The share price performance and low trading volumes of the
Shares are often at odds with the value of business opportunities
that the Company announces it has secured, which the Board believe
in turn distorts the view that potential investors are given of the
Company's true current market valuation
-- The Company has been in discussions for almost a year with a
Middle Eastern sovereign fund and is now in advanced negotiations
regarding a partnership where funding to build out the entire
regulatory and technological infrastructure will be provided over a
two-year period. This would in turn lead to a potential relisting
in the future in the Middle East. A condition precedent of this
partnership is that the Company is a private company. It is
expected (but not certain) that this funding will close during
February 2024, conditional on the Company being private by that
time.
We are building a business that we hope one day will help drive
financial inclusion and climate justice across the global south and
help hundreds of millions of people secure the kind of access to
payments and funding that currently is only available to a
privileged few in those countries.
The activities in which the Company is to provide services in
relation to Blue Green Banks in the global south are related to
large funds and public bodies who are heavily involved themselves
in those projects and with which the Company is to collaborate in
either a formal or informal capacity. It is more realistic to do
that in a privately owned company environment, while still
maintaining a broad and diverse investor base.
The Board looks forward to the General Meeting and to the
activation of the Matched Bargain facility as the Company right
sizes itself into a private company going forward.
Further updates will be released in due course.
For further information, contact:
TINTRA PLC 020 3795 0421
(Communications Head)
Hannah Haffield
h.haffield@tintra.com
Website www.tintra.com
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END
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