General Meeting & Matched Bargain Facility

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 £505,000 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

[e-mail]

Website www.tintra.com

 

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