Form 8.3 - Offeree - Updated

Tintra PLC

29 September 2023

 

FORM 8 (OPD)

This is an amendment to the announcement dated 21 September 2023 (RNS number 2825N)

Section 3a is amended as follows: The holding of the Tintra Trust is reduced from 5,053,611 ordinary shares to 4,853,611 ordinary shares and from 28.50% to 27.37%

Amendment to section 3b

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Tintra plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Tintra plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	19 September 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Beneficial holdings of the Directors of Tintra plc (including their close relatives) in its ordinary shares of 1p each Name Number of ordinary shares held % of voting rights The Tintra Trust1 4,853,611 27.37 Time Machine Capital 2 Limited2 636,475 3.59 Dr Joe Lyske 108,002 0.60 Roger Matthews 104,407 0.58 Kathy Cox 30,000 0.16 John Cripps 15,000 0.08 Total 5,947,495 33.51 1-   A trust, the beneficiary of which is Tintra Holdings Limited, a company incorporated in the Ras Al Khaimah International Corporate Centre, UAE, which in turn is controlled by Richard Shearer, a director of Tintra PLC. 2-   Dr Joe Lyske, a director of Tintra PLC, is a Person of Significant Control of Time Machine Capital 2 Ltd. (b)  Beneficial holdings of others being identified as being in concert with the Offeree (including their close relatives) in its ordinary shares of 1p each Name Number of ordinary shares held % of voting rights Andrew Flitcroft1 627,237 3.53 The Tintra Foundation2 200,000 1.12 Total 827,237 4.65 1-   Andrew Flitcroft is the Company Secretary of Tintra PLC. 2-   The Tintra Foundation is an independently managed foundation based in Switzerland which receives support from Tintra PLC as part of its ESG strategy. (c)  Rights to subscribe for ordinary shares of Tintra plc (including their close relatives) in its ordinary shares of 1p each Name Date of grant Exercise price (p) Expiry date Number outstanding Warrants Time Machine Capital 2 Limited1 24 Nov 2021 52.5 24 Nov 2026 636,475 Conversion Loan Notes The Tintra Trust2 13 Aug 2021 to 8 Nov 2022 10 13 Aug 2024 to 8 Nov 2025 2,441,770 Total 3,078,245 1-   Dr Joe Lyske, a director of Tintra PLC, is a Person of Significant Control of Time Machine Capital 2 Ltd. 2-   A trust, the beneficiary of which is Tintra Holdings Limited, a company incorporated in the Ras Al Khaimah International Corporate Centre, UAE, which in turn is controlled by Richard Shearer, a director of Tintra PLC.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	28 September 2023
Contact name:	Andrew Flitcroft, Company Secretary
Telephone number:	020 3795 0421

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END