Exercise of Option & Issue of Convertible Stock

RNS Number : 5742I

Tintra PLC

13 August 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

13 August   2021

TINTRA PLC

  ("TNT", the "Group" or the "Company")

Exercise of Option, Issue of Shares and Issue of Convertible Loan Stock

Exercise of Option

The Board of Directors of the Company (the "Board") is pleased to announce that further to the announcement of 25 March 2021 (the "Announcement"), Tintra Acquisitions Limited ("Tintra") has today exercised its option to acquire 1,332,328 ordinary shares of 1 pence each ("Ordinary Shares") at a price of 10 pence per Ordinary Share, for a total value of £133,232.80, in settlement of invoiced Management Services of the same amount, as set out in the Announcement (the "Tintra Shares"). 

Issue of Shares

Following the issue of the Tintra Shares, Tintra will hold the equivalent to 29.90 per cent of the issued Ordinary Shares.  An application will be made to admit to trading on AIM the Tintra Shares on or around 19 August 2021 ("Admission").  The Company confirms that the Relationship Agreement with Tintra set out in the announcement of 2 July 2021 was entered into on 29 July 2021.  Following Admission, the Shareholdings of the Board and Significant Shareholders (as defined in the AIM Rules for Companies) will be as follows, to the best of the Company's knowledge:

Shareholder	Number of Ordinary Shares Held	Percentage of Ordinary Shares Held
Tintra Acquisitions Ltd (John Cripps) 1*	1,794,639	29.90%
Empire Global Management Limited	500,000	8.33%
Phil Jackson 2	415,650	6.93%
John Botros 3	300,000	5.00%
Christian Russell	300,000	5.00%
James Rose 4	298,921	4.98%
Oyster Trust SARL as trustee	252,736	4.21%
J M Malone 5	206,236	3.44%
Dan Pym *	91,666	1.53%
Roger Matthews *	41,667	0.69%
Graeme Paton *	41,667	0.69%
Arno Rudolf *	16,667	0.28%

1.  John Cripps, a non-executive director of the Company, is the sole shareholder of Tintra Acquisitions Ltd.

2.  Includes Ordinary Shares held by Moorhen Limited, a company controlled by Mr Jackson and 33,333 Ordinary Shares, Post Changes, to be held by Tilly Beazley, Mr Jackson's wife.

3.  Includes 100,000 Ordinary Shares held by MDC Nominees Limited, a company controlled by Mr Botros. Mr Botros is a subsidiary director of the Group.

4.  Includes Ordinary Shares held by Management Express Limited, a company controlled by Mr Rose. Mr Rose is a subsidiary director of the Group.

5.  J M Malone is Mr Botros' wife. Includes 160,000 Ordinary Shares held by Bluedale Corporate Limited, a company controlled by Ms Malone.

*  Director of the Company. 

Issue of Convertible Loan Stock

The Board is also pleased to announce that in accordance with the Announcement, Tintra has received written notice of election to have £250,000 of its Loan Facility to the Company (see also the announcement of 15 July 2021), plus accrued interest of £6,990, to be repaid by way of the issue of £256,990 of convertible loan stock, which have today been issued.  The Convertible Loan Notes have materially the same terms as those announced by the Company on 30 June 2020:

· Issued in multiples of £1.00;

· A maturity date of 3 years from issue;

· Convertible into the Ordinary Shares at a price of 10 pence per Ordinary Share at any date until maturity;

· Pay a coupon of 5 per cent per annum, which shall accrue until conversion or redemption, and on conversion, may be converted into Ordinary Shares on the same terms as set out above;

· Are unsecured; and

· Are not transferrable except in limited circumstances.

Total Voting Rights

On Admission, the Company will have 6,002,136 Ordinary Shares in issue, each with one voting right.  There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares and voting rights will be 6,002,136 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Update on QFC Licence Application

The Company can confirm that it has submitted all the required documentation for its application for a full banking licence in the Qatar Financial Centre. 

For further information, contact:

Tintra PLC Richard Shearer, CEO Website www.sjhplc.com	020 3655 5000
Allenby Capital Limited (Nomad, Financial Adviser & Broker) John Depasquale / Nick Harriss / Vivek Bhardwaj	020 3328 5656

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Tintra Acquisitions Limited
2	Reason for the notification
a)	Position/status	PCA of PDMR (J Cripps - Non-Executive Director)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Tintra plc
b)	LEI	213800YKVH5ISMCNWJ42
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 1p GB00BHXM9D70
b)	Nature of the transaction	Exercise of Option
c)	Price(s) and volume(s)	Price(s) Volume(s) 10p 1,332,328
d)	Aggregated information - Aggregated volume - Price	n/a (single transaction)
e)	Date of the transaction	13 August 2021
f)	Place of the transaction	N/A

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Tintra Acquisitions Limited
2	Reason for the notification
a)	Position/status	PCA of PDMR (J Cripps - Non-Executive Director)
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Tintra plc
b)	LEI	213800YKVH5ISMCNWJ42
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 1p GB00BHXM9D70
b)	Nature of the transaction	Issue of £256,990 of convertible loan stock, convertible into Tintra Ordinary Shares of 1p at a conversion price of 10p per share
c)	Price(s) and volume(s)	Price(s) Volume(s) 10p N/A
d)	Aggregated information - Aggregated volume - Price	n/a (single transaction)
e)	Date of the transaction	13 August 2021
f)	Place of the transaction	N/A

 

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