Intention to Seek Cancellation from Trading on AIM

Tintra PLC

28 November 2023

 

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

28 November 2023

TINTRA PLC

("Tintra" or the "Group" or the "Company")

Intention to Seek Cancellation from Trading on AIM

Further to the announcement of 6 November 2023 (the "Announcement"), the board of directors of the Company (the "Board") announces its intention to seek shareholder approval for the cancellation of the Company's ordinary shares of 1 pence each ("Ordinary Shares") to trading on AIM ("Cancellation") and will convene a general meeting of the Company's shareholders to pass the necessary resolutions to effect the Cancellation which is to be held at [1.30 pm] on 4 January 2024 at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB ("GM").

The resolutions that will be put to shareholders at the GM are to seek shareholder approval for the Cancellation and, subject to the approval by shareholders passing this resolution, to seek the re-registration of the Company as a private company, changing its name to Tintra Limited.   Should the Cancellation be approved by shareholders at the GM, Cancellation will become effective at the earliest at 0730 on 12 January 2024.  The notice of the GM will be published and posted this week on to the Company's website in accordance with the electronic communications provisions of the Company's articles of association.

Over the past few years, 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. We were able to do this at a premium to the price on AIM based on the valuation of the concept and its future potential. Something that is natural in the US, but uncommon in public markets in the UK as we discovered.

The assumption in running this strategy was that, over time as the concept turned into build (current phase) and build later turned into deployment, that the valuation of the Company would track a public valuation in line with those early raises. Not only has this not been the case, Tintra's share price today is the same as it was three years ago. Clearly this does not behove shareholders at any level or type, to the point where with current deals starting to gain traction and the build well underway, the valuation of the Company has become damaging to current negotiations of funding.

The Board also consider that the limited free float and liquidity of its Ordinary Shares, together with costs associated with having the Ordinary Shares admitted to trading on AIM ("Admission") are not commensurate with the associated benefits of Admission to the Company.

The considerable cost associated with maintaining the Admission (such as nominated adviser and broker fees, London Stock Exchange fees and the costs associated with being a quoted company in having perceived higher level corporate governance and audit scope) 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 Board further believes that 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.  Further information on these matters is set out below.

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. As such we have always endorsed the idea of giving that same equitable access to equality with our Company. Giving retail investors a chance to sit side by side with major investors as the Company is being built and not having only to come in later at much higher prices. Unfortunately, that mission has not borne out as we had hoped in public markets.

Given that and driven by the requirements of the next phase of funding, the Board is of the view that the public markets do not provide the optimal platform for our go forward strategy. Further, the activities in which the Company is to provide services in relation to Blue Green Banks (further information on Blue Green Banks can be found below) 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 goal of this process is to become a private entity, not necessarily to bring the Company into being more tightly held. We very much hope that most shareholders do not take up the offer from LRB35 Limited ("LRB"), should such a tender offer (the "Tender Offer" - as set out in the announcement of 5 November 2023) be forthcoming. However, with any potential relisting being 24-30 months away and no assurance that the Tender Offer will proceed, the Board felt that a facility that allowed some liquidity after any potential tender offer and before any future listing allowed for a best-of-all-worlds solution.

Following Cancellation, the Company intends to introduce a matched bargain facility for the Ordinary Shares, to help facilitate purchases or sales of shares once a private company ("MBF"). This flexibility is so that shareholders have the option to sell their Ordinary Shares should they wish to do so but to do not need to make that decision immediately.

The MBF will be provided by J P Jenkins, an appointed representative of Prosper Capital LLP, which is authorised and regulated by the Financial Conduct Authority.  Further details of the MBF can be found in the Notice and at https://jpjenkins.com/ once the contract is signed. The MBF, which is expected to be available from 19 January 2024 and is expected (but not certain) to be available for a period of at least one year, with an intended minimum bid price for the first nine months as set out below at 150p per Ordinary Share.

Shareholders should be aware that whilst it is the intention to set the price at 150p per Ordinary Share, there is no guarantee that there will be a buyer at this price.

Shareholders wishing to trade these securities can do so through their stockbroker. Trades will be conducted at a level that JP Jenkins is able to match a willing seller and a willing buyer. Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker.

In the Announcement, the Board noted the proposed Tender Offer.  The Board is informed that after the changes to the strategy announced on 5 November 2023 at the request of The Takeover Panel that LRB is reviewing its options in discussion with their advisers regarding the proposed Tender Offer, and while there can be no assurance that the Tender Offer will proceed, the Board has received no indications to the contrary.

Further announcements will be made in due course.

For further information, contact:

TINTRA PLC                                                                         020 3795 0421

Richard Shearer, CEO

Website www.tintra.com

Allenby Capital Limited                                                                020 3328 5656

(Nomad, Financial Adviser & Broker)

John Depasquale / Nick Harriss / Vivek Bhardwaj    

Further Information on Strategy

The Board has considered four main factors in arriving at its decision to propose the Cancellation to Shareholders:

·    Enhance Funding Strategy

·    Costs - Financial and Resource Deployment

·    Current Focus

·    Valuation

The Company commented earlier in the year through previous announcements on the challenges it had faced around the audit process. The amount of work required for what is a Research & Development company is asymmetric with the benefit.

Enhanced Funding Strategy

·    The Company is operating on a global stage with global players. The AIM market is not suited to a company such as this, this has been evident for some time but that delta between price and value has become so vast as to be damaging.

·    If the Company completes on its entire mission, then, as has been stated the Board and several of its current large investor base views the valuation in the billions of US dollars. And whilst success has many hurdles it is the Company's view that this will never be the case in the UK public markets, where there is a tendency to value companies significantly lower than the US and increasingly the Middle East and Singapore.

Costs - Financial and Resource Deployment

·    Other direct costs arise from having the Ordinary Shares admitted to trading on AIM, in comparison to a private company, including stock exchange, nominated adviser, regulatory announcement fees, and requiring a larger board with non-executive directors supporting the executive management.

·    The Board estimates the first full year savings as a result of the Cancellation will be circa £505,000.

·    RNS announcements on the challenges the Company had faced in procuring an audit by its deadline of 31 July, due to lack of auditor availability and its request to AIM to amend its year end date having been rejected. The Company had been working extremely hard to deliver its accounts on time, having engaged specialist consultants for technical aspects of the audit in addition to the work the auditors themselves would do.

·    The Company published the audited reports on 30 September 2023, having parted amicably with its then current auditor and onboarding a new firm, and setting out our case for a change in year-end date (to no avail).

·    The audit process having highlighted how much a price premium exists simply by being a quoted Company. Whether that be annual audit, insurances, or technical and legal advisory - the premium is significant.

Current Focus

·    On 25 September 2023, the Company announced that it had entered into a technology partnership agreement to provide early stage advisory with a Green Climate Fund backed project, managed by a leading global private markets impact investment manager, to provide the planning and technology for the core digital banking system of a Blue Green Bank. With the 2023 United Nations Climate Change Conference ("COP 28") just 3 weeks away and the world's attention having turned again to the growing urgency to combat climate change, Tintra's collaboration within this partnership is expected to help address the challenges faced by the global south.

·    The Company will be in attendance during COP28, fully focused on how to deploy the design of the configured core banking system for the BGB across more at-risk countries in the global south.

·    The designed core banking system is augmented by patented compliance technology internally developed by Tintra's Innovation Lab, staffed by PhD level researchers and practitioners in artificial intelligence, machine learning, anthropology, political science, and sociology. In this collaboration, Tintra will design the delivery profile for a bespoke, innovative, secure, and fully compliant banking technology infrastructure, designed and developed to the specific needs of the initial, and further Blue Green Banks. 

Despite the positive progress being made in the Company's business development, it has been a difficult second half of the year for the Company, pulling on all of the resource and reserves of its Board and executive management to deliver on its business development pledges while also navigating through complex processes to move the Company into being a non-public entity. 

Being private will allow the Company to calibrate into a format where all of its moving parts work toward rather than away from each other. We are too early to be public and that has been damaging for the Company. We need to be nimble and agile as we invent solutions to global problems.

We had expected after receiving the LRB35 offer that, within 4 weeks it would have been completed. This has not been the case with the process having started almost 10 weeks ago now, it has taken longer and been more challenging than expected. During that period, the Company has faced challenges, mostly attributable to being in that recent period of uncertainty, where interim capital could not be drawn down. 

Recapitalisation:

The Board now believes that what it set out to achieve is finally coming together. We are in the process of:

·    Finalising settlement repayment of the Share Placement Deed, and we acknowledge the patience, co-operation and understanding of the providers of that Facility during this longer than expected period of change

·    Recalibrating management focus and resource back into business growth and development

·    Major capitalisation of the business through privately sourced investments, including the LRB35 Limited consortium in the immediate term and with other strategic investors ready to follow once the Company is a private entity.

Valuation and option to remain a future Shareholder

The mission of the Company has not changed and we remain focused; with developments around the Blue Green Bank, the mission has in fact been enhanced which will be covered in a trading update during the next week. As such, existing shareholders who are mission driven are very much welcome to continue to hold Ordinary Shares, in the proposed status of a private company limited by shares.

Whilst liquidity cannot be guaranteed, to give Shareholders ongoing ability to offer their Ordinary Shares for sale, the MBF will be priced to the same price per share as the Tender Offer set out in the Announcement, but with a much more flexible construct. That is, to provide the option for Shareholders to remain as such or to take a view at a later date once understanding more of the go forward steps of the Company.

It is clear that there is a major disconnect in the current share price, which is at the same level as 3 years ago and does not reflect the £7.15m of net assets the Company declared as at 31 July 2023 through funds already invested, or the value of patents already filed and awarded for which we have an informal valuation from the Company's patent lawyers of circa £15m (a formal valuation is being produced and will be announced in due course), or the goodwill value of the licences, technology, progress on implementation and validation by sizeable third party partners. The Company raised funds at greater than the current valuation more than two years ago and 8x 504p price per share valuation 22 months ago (with warrants attached at the then market price) and yet the share price has averaged around 70p.

That has affected the Company's conversations with major partners as it seems that we are 'too small' for them to be interested in investing in. It has interfered with our ability to raise funds with major investors who view the disconnect as a risk, and it is, in the Board's opinion, also unfair to retail investors. The Board undertakes to set a 'floor price' in line with the Tender Offer price in the contract with JP Jenkins as described below:

In addition to the intended initial price of £1.50 per Ordinary Shares, the Board intends that it will set a minimum price per Ordinary Share of £1.50 from the date of Cancellation ("Floor Price"). It is envisaged that the actual price will move with subsequent funding rounds to provide better alignment between share price and valuation as we move forward. In determining what that Floor Price should be, the Company aggregated the weighted average closing price in June 2023, to which it applied a 75% premium and rounded the £ result to 1 decimal place. This represents a premium to the retail price while it is a discount to the funds raised in private markets and is intended as a reasonable mark-to-market price. 

In this price determination, and in consideration of the forward-looking statements made above together with the reality of a distorted and volatile share price that is not correlated with reality, the Board intends to create an attractive platform in which retail investors, should they choose to, believe they are welcome to remain invested in the Company as we continue the program to build the core system augmented by patented compliance technology to meet the needs of banking for the global south, but with a retained option to offer shares for purchase through the MBF at a minimum of £1.50 per Ordinary Share for a period of time should shareholders wish to exit.

All shareholders are being treated entirely equally in this regard, including during any 'scaling back' should more shareholders take up the offer to trade their Ordinary Shares through the MBF such that it is oversubscribed. After the initial period, the Company intends that it will instruct any intentions lodged with JP Jenkins by shareholders to be grouped together and traded as a bulk sell and buy instruction at periodic intervals after the Cancellation becoming effective. The Company intends to retain the MBF facility as part of its core ongoing service to Shareholders.

Shareholders should be aware that whilst it is the intention to set the price at 150p per Ordinary Share, there is no guarantee that there will be a buyer at this price.

Whilst the Company sets out its clear intention above, Shareholders should be aware that, until a contract is in place between J P Jenkins and the Company, the matched bargain facility may not be in place once cancellation has occurred, and if it is, it may not remain in place for an extended period of time.

About Tintra PLC 

Tintra PLC (Ticker: TNT) is an AIM quoted company, with its principal activities in the near term being the research, development and delivery of a global banking infrastructure focused on emerging markets.

With a team that comprises academics, scientists, geo-politicians, technologists, and experienced business leaders the Company has already positioned itself as a revolutionary voice in both banking and technology.

Digital or full bank licences to operate have been awarded or the application process has commenced in key global territories and patents been applied for in the United Kingdom and the United States.

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