Half-year Report to 31 July 2022
27/10/2022 07:00
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RNS Number : 2451E Tintra PLC 27 October 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
27 October 2022
TINTRA PLC
("Tintra" or the "Group" or the "Company")
Half-Yearly Results for the six-months ended 31 July 2022
Key Highlights
· £1,707,029 (US$2,250,000 at February 2022 FX rates) of new
capital raised by the Company in the period since 31 Jan 2022.
· The Company has built upon its existing payment processing
business by fully transitioning into a Deep Tech & Banking business
focused on building the technology and infrastructure for its platform. This
is currently planned to the launch in late 2023. As such all revenues ceased
and the Company has not generated revenue during the reporting period ending
July 31, 2022.
· The Company has not expected to make a profit during this
transitionary period, as it focuses on delivering on its commitment to
democratise finance and be the first global Web 3.0 clearing bank and does not
expect to do so for the remainder of 2022.
· With the completion of the sale of certain of the assets of Prize
Provision Services Limited's external lottery administration business,
announced 18 October 2022
(https://otp.investis.com/clients/uk/boxhill/rns/regulatory-story.aspx?cid=954&newsid=1636830)
, the Group's divestment of all legacy non-core business units is complete.
· The Company, as previously announced, holds, has applied for or
is in the process of applying for banking and financial services licences or
patents in 6 key global jurisdictions to support its business plans.
· Contracts have been entered into between the Company and Temenos
(https://otp.investis.com/clients/uk/boxhill/rns/regulatory-story.aspx?cid=954&newsid=1624602)
, who will provide its core banking software to Tintra, which will be
integrated with Tintra's innovative artificial intelligence-based approach to
customer and transaction identification, details of which were announced by
the Company on 14 September 2022.
Commenting on the results and outlook, Chairman of the Board of Directors, Mr
Roger Matthews, said:
These six-monthly results are in line with what the Board expected and
estimated, with no income generation as the Company shifted entirely into the
development and build of its technology and infrastructure for its new
platform.
Our focus continues building this deeply innovative, highly regulated new
business, implementing a unique combination of Tintra's proprietary AI-driven
technology and deployment of market leading systems technology, supported by a
growing number of global banking and payment services licences, supported by
patents totalling 4 during the period with more to come and a very strong ESG
framework driven in large part by the work of the Tintra Foundation.
Our team that now includes professionals with PhDs across a range of
disciplines, sector experts that are working in multiple countries as well as
areas of our business.
I am extremely pleased with the high level of commitment by our staff of
achieving our objectives and goals which are developing at impressive pace.
Not least the delivery of a book, previously summarised in our annual report,
of original thinking that was produced that now forms the backbone of the
reborn Company that is in many ways revolutionary.
Commenting on the results and outlook, Chief Executive Officer, Mr Richard
Shearer, said:
The first six months of the financial year saw the transition from the old
business to the new materially complete business, building upon the Group's
legacy payment processing activities. In this regard, the business and all the
various teams are focused 90% on the future. We continued to make bold
statements and execute on them. The remainder of 2022 will see that forward
focus increase to 100%.
With all non-core legacy businesses gone, we now have dozens of brilliant
minds focused solely on our mission of bringing financial inclusion to a world
in which it is sorely and unfortunately lacking.
Our mission is big, it is complicated and it is challenging, as such the first
six months of the year were about defining the goals of what success looked
like in a way that made it not an abstract vision but an achievable reality.
This included a vast amount of work in technology, artificial intelligence,
ethnography, politics, and regulation. The result, which has been reported
upon elsewhere, was a major book that sets out very clearly in deep detail
what we need to do politically, technologically, and financially to achieve
those goals along with the award of licences in Mauritius and Qatar and
patents in the United States and the United Kingdom.
Having the strategy now so clearly articulated means that we are now firmly in
the delivery phase which manifests itself as the build out. This is a mixture
of technology and regulation with distinct teams working on both, primarily in
London for technology and in a range of geographies on the regulation piece.
I speak to Central Bankers, investors, Governments and leading business
figures from around the world every week and the support and encouragement
that our mission receives is constantly humbling to me, but at the same time
it is wonderfully energising that our mission is so of the moment in so many
peoples' minds that we simply must succeed, and succeed we will.
I am passionate beyond words about our mission and more and more people join
in that passion daily.
With our funding round close to completion, on terms materially in line with
those previously indicated before the end of November, we now are moving into
the deep work phase where we make innovative, valuable, and material leaps
that will in time revolutionise banking across the emerging world as we use
Artificial Intelligence to bring Real Change™.
This next six months will see the award of further licences and further
inventions in technology as we focus on delivery of our latest Project
Execution in July 2023.
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.
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
Consolidated Statement of Profit and Loss and Other Comprehensive Income 2022 2021 2022
Half Year 31(st) July (Un-Audited) Full Year 31(st) January (Audited)
Notes £000 £000 £000
Continuing operations
Revenue - 596 351
Cost of revenue - (521) (469)
Gross profit - 75 (118)
Administrative expenses
General and administrative expenses (465) (779) (1,098)
Loss on disposal of fixed assets - - (15)
Impairment of financial assets - - (334)
Total administrative expenses (465) (779) (1,447)
Fair value gain on financial assets - - 670
Operating loss (465) (704) (895)
Finance expenses 21 - (59)
Loss before tax (444) (704) (954)
Loss in the period from continuing operations (444) (704) (954)
Discontinuing operations
Income/(Loss) from disposal group classified as held for sales 4 (1) (348)
Gain/(Loss) on discontinued operations 4 - 992 848
Total loss from discontinued operations (1) 992 500
Other comprehensive income/(loss)
Exceptional items - (194) -
Total Exceptional items - (194) -
Loss in the period (445) 94 (454)
TOTAL COMPREHENSIVE LOSS IN THE PERIOD (445) 94 (454)
Loss per share
Basic loss per share 2 (3p) 2p (5p)
Diluted loss per share 2 (3p) 2p (5p)
Consolidated Balance Sheet 2022 2021 2022
Half Year 31(st) July Full Year 31(st) January (Audited)
(Un-Audited)
Notes £000 £000 £000
Non-current assets
Property, Plant, and equipment 40 30 40
Goodwill - 158 -
Other intangible assets - 14 -
Non-current other receivables - - 35
Investments in debt instruments 1,917 1,247 1,917
Total non-current assets 1,957 1,449 1,992
Current assets
Trade and other receivables 161 332 151
Cash and cash equivalents 1,093 1,042 512
1,254 1,374 663
Disposal group classified as held for sale - Assets 295 - 367
295 - 367
Total current assets 1,549 1,374 1,030
TOTAL ASSETS 3,506 2,823 3,022
Current liabilities
Trade and other payables 1,516 2,864 2,126
Bank and other borrowings 7 6 7
1,523 2,870 2,133
Disposal group classified as held for sales - Liabilities 204 - 279
204 - 279
Total current liabilities 1,727 2,870 2,412
Non-current liabilities
Trade and other payables - non-Current - 1,132 -
Bank and other borrowings 365 - 434
Non-current liabilities 365 1,132 434
TOTAL LIABILITIES 2,094 4,002 2,846
NET ASSET/ (LIABILITIES) 1,414 (1,179) 176
Equity attributable to equity holders of the Group
Share capital 3 3,233 3,131 3,230
Share premium 6,932 3,319 5,252
Other reserves 141 100 141
Retained earnings (8,892) (7,729) (8,447)
Total equity attributable to equity holders of the Group 1,414 (1,179) 176
Consolidated Statement of Changes in Equity Share capital Share premium Other Reserves Retained earnings Total equity
£000 £000 £000 £000 £000
Balance as at 31 January 2021 3,127 3,277 100 (8,017) (1,513)
Issue of share capital 4 236 - - 240
Profit for the year - - - 94 94
Transfer relating to share issues - (194) - 194 -
Balance as at 31 July 2021 3,131 3,319 100 (7,729) (1,179)
Balance as at 31 January 2022 3,230 5,252 141 (8,447) 176
Issue of share capital 3 1,680 - - 1,683
Loss for the year - - - (445) (445)
Balance at 31 July 2022 3,233 6,932 141 (8,892) 1,414
2022 2021 2022
Consolidated Cash Flow Statement Half Year 31(st) July Full Year 31(st) January (Audited)
(Un-Audited)
Notes £000 £000 £000
Cash flows from operating activities
Profit/(Loss) before tax
Continuing operations (444) (763) (954)
Discontinued operations (1) - 500
(445) (763) (454)
Adjustments for:
Depreciation 5 5 2
Amortisation - - 5
IFRIC 19 charge - 194
Financial expenses - - (28)
Fair value adjustments - - (670)
Loss on disposal of fixed assets - - 30
Disposal group classified as held for sale - Assets 70 - -
Disposal group classified as held for sale - Liabilities (75) - -
(Gain) on disposals of subsidiaries - - 848
(445) (564) (267)
Movement in working capital:
Decrease/(Increase) in trade and other receivables (32) 165 (361)
Decrease/(Increase) in Non-Current trade receivables - - (35)
(Decrease)/Increase in trade and other payables (552) (388) (1,880)
Cash generated by operations (1,029) (787) (2,543)
Interest paid - - -
Net cash from operating activities (1,029) (787) (2,543)
Cash flows from investing activities:
Disposal of property, plant, and equipment - - -
Acquisition of property plant and equipment (5) - (40)
Net cash used in investing activities (5) - (40)
Cash flows from financing activities:
Changes in share capital 1,684 - 2,035
Lease payment - (5) -
Cash from loan - 750 134
Repayment of bank loan (5) (5) (6)
Net decrease in bank and other borrowings (64) - -
Net cash used in financing activities 1,615 740 2,163
Net (decrease)/increase in cash and cash equivalents 581 (47) (420)
Cash and cash equivalents at start of period 512 1,089 932
Cash and cash equivalents at end of period 1,093 1,042 512
There is no material difference between the fair value and the book value of
cash and cash equivalents.
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL REPORT FOR THE SIX MONTH
PERIOD ENDING 31 JULY 2022; FURTHER DETAIL IS SET OUT IN THE GROUP'S FULL YEAR
ACCOUNTS AND FINANCIAL STATEMENT OF 31 JANUARY 2022, THE METHODOLOGY BEING
UNCHANGED SINCE THEN
Tintra PLC is a public company limited by shares incorporated and domiciled in
the United Kingdom and registered in England and Wales under the Companies Act
2006.
The Group financial statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group"). The parent company
financial statements present information about the Company as a separate
entity and not about its group.
The Group financial statements have been prepared and approved by the
directors in accordance with International Financial Reporting Standards in
conformity with the requirements of the Companies Act 2006.
1 Basis of Preparation
These interim results for the six months ended 31 July 2022 have been prepared
using the historical cost and fair value conventions on the basis of the
accounting policies set out below. This interim report has been prepared in
accordance with International Financial Reporting Standards ("IFRSs"); it is
not in accordance with IAS 34 and therefore is not fully compliant with IFRS.
These interim results have been prepared under the historical cost convention.
Areas where other bases are applied are identified in the accounting policies
below.
The financial information for the year ended 31 January 2022 does not
constitute the Company's statutory accounts for that year but is derived from
those accounts. Statutory accounts for 31 January 2022 have been delivered
to the Registrar of Companies. The auditors reported on those accounts,
which can be found on our website.
This announcement contains certain forward-looking statements with respect to
the operations, performance and financial position of the Group. By their
nature, these statements involve uncertainty since future events and
circumstances can cause results and developments to differ materially from
those anticipated. The forward-looking statements reflect knowledge and
information available at the date of the preparation of this announcement and
the Company undertakes no obligation to update these forward-looking
statements. Nothing in this Interim Financial Report should be construed as
a profit forecast.
The unaudited interim financial report, which is the responsibility of the
directors and was approved by them on 25 October 2022, does not constitute
statutory accounts within the meaning of Section 435 of the Companies Act
2006.
This report is available on Tintra PLC's website at www.tintra.com. Copies are
available from the Company at its registered office: 2nd Floor Berkeley Square
House, Berkeley Square, London, W1J 6BD.
1.1 Change in accounting policy
There have been no changes in accounting policies since 31 January 2022 apart
from those due to the adoption of new or amended accounting standards. These
include adoption of certain IFRS standards that are not yet effective will be
adopted by the Group in future periods, as set out in the Group's full year
accounts dated 31 January 2022.
1.2 Going concern
In these financial statements the Group reported an operating loss of
£446,000 (H1 2021: Profit £94,000) and has net assets of £1,414,000 (H1
2021: net liabilities £1,179,000). The Company is well capitalised for its
current burn rate and is currently in the process of raising $25,000,000 as
part of our next funding round announced in July 2022.
The current funding round once completed will provide a runway for the build
of the banking technology and licensing that will last 15-18 months and take
the Company to early revenue and into our next funding round.
The Directors are therefore confident that the Group will be able to generate
sufficient resources to meet the Group's future cash flow requirements and
settle its liabilities as they fall due. Therefore, the Directors are of the
opinion that the Group has adequate resources to continue in operation for the
foreseeable future and they consider it appropriate to adopt the going concern
basis in preparing the financial statements.
2 Earnings per share
The calculation of basic earnings per share and diluted earnings per share is
based on the results and weighted average number of ordinary shares as
follows:
At 31 July 2022 2022 2021 2022
Half Year Period Full Year
31-Jul 31-Jan
(unaudited) (audited)
Numerator: earnings attributable to equity (£000) (446) 94 (456)
Denominator: weighted average number of equity shares 14,612,992 4,323,074 8,491,077
The denominator as of 31 July 2022 is calculated as the weighted average of
the 14,514,519 equity shares as at 1 February 2022 plus 37,128 shares issued
in April 2022, 148,511 shares issued in April 2022, and a further 148,511
shares issued in April 2022.
As of 31 July 2022, the Shareholdings of the Board and Significant
Shareholders (as defined in the AIM Rules for Companies) was as follows, to
the best of the Company's knowledge:
Significant & Director shareholders
Shareholdings in the Company of greater than 3% are as follows:
Shareholder Number of Ordinary Shares Held Percentage of Ordinary Shares Held
Tintra Acquisitions Limited (1) 3,818,611 25.72%
Phil Jackson (2) 2,289,958 15.42%
Oyster Trust SARL as Trustee 1,122,941 7.56%
Time Machine Capital 2 Limited 636,475 4.29%
Andrew Flitcroft 627,237 4.22%
Jonathan Edwards 506,507 3.41%
Empire Global Management Ltd 500,000 3.37%
Roger Matthews* 104,407 0.70%
Kathy Cox * 30,000 0.20%
John Cripps* 15,000 0.10%
1. Richard Shearer, CEO of the Company, indirectly controls Tintra
Acquisitions Ltd.
2. Includes Ordinary Shares held by Moorhen Limited and Pintail Holdings Ltd,
companies controlled by Mr. Jackson and 33,333 Ordinary Shares held by Tilly
Beazley, Mr Jackson's wife.
3. * Director of the Company
3 Equity Share Capital
At 31 July 2022 2022 2021 2022
Half Year Period Full Year
31-Jul 31-Jan
(unaudited) (audited)
£000 £000
Ordinary shares of 1p each 148 46 145
Deferred shares of 0.99p each 3,085 3,085 3,085
3,233 3,131 3,230
Deferred shares carry no voting rights, have no rights to participate in
dividend distributions, have the right to participate in capital distributions
on winding up to a maximum of £1,000,000 paid in respect of each ordinary
share and are non-redeemable.
As of 31 July 2022, the issued share capital comprised 14,848,669 ordinary
shares of 1 pence each with one voting right per share ("Ordinary Shares").
The Company does not hold any Ordinary Shares in treasury. The total
number of Ordinary Shares and voting rights in the Company is
therefore 14,848,669.
4 Discontinued operations
At 31 July 2022 2022 2021 2022
Half Year Period Full Year
31-Jul 31-Jan
(unaudited) (audited)
£000 £000
Revenue 329 - 966
Cost of Sales (208) - (685)
Gross Profit 121 - 281
Administrative expenses (122) - (629)
Operating (loss) (1) - (348)
(Loss) before and after taxation - - (348)
Gain on discontinued operations - 992 848
Loss for the period (1) 992 500
5 Related Parties
The transactions set out below took place following the end of the half year
period to 31(st) July 2022.
Exercise of Options
Further, on 21 September 2022, the Company announced that it received a notice
to exercise options from a former director of the Company, the details of
which were originally announced on 24 April 2018. The option required the
payment of £20,000 to the Company. As such it is today issuing 20,000
ordinary shares of 1 pence each ("Ordinary Shares") at an exercise price of
100p per Ordinary Share following receipt of payment.
Tintra Acquisitions Limited
As set out in the regulatory news announcement of 21
(https://otp.investis.com/clients/uk/boxhill/rns/regulatory-story.aspx?cid=954&newsid=1626838)
(st
(https://otp.investis.com/clients/uk/boxhill/rns/regulatory-story.aspx?cid=954&newsid=1626838)
) September 2022
(https://otp.investis.com/clients/uk/boxhill/rns/regulatory-story.aspx?cid=954&newsid=1626838)
, the Company had on that day received a notice from Tintra Acquisitions
Limited ("TAL") which is a party that is indirectly controlled by Richard
Shearer, that in accordance with the financing agreement announced on 25 March
2021 (as amended by the announcement of 15 July 2021), that TAL wishes to
settle £100,000 of its existing loan facility to the Company (the "Loan" -
current balance £467,500 plus accrued interest) through the issue of
£100,000 of 5%, 3-year, convertible loan notes, convertible at a price of 10
pence per Ordinary Share (the "Convertible Loan Notes").
Immediately following the issue of the Convertible Loan Notes, TAL requested
to convert £25,000 of the Convertible Loan Notes into 250,000 Ordinary Shares
(the "Conversion Shares"). Following the issue of the Convertible Loan Notes
and the Issue of the Conversion Shares, the balance of the Loan will be
£367,500 (plus accrued interest) and TAL will hold £75,000 on Convertible
Loan Notes.
PCA Dealing
On 21 September 2022, TAL informed the Company that it has sold 90,000
Ordinary Shares in order to settle tax liabilities related to past Ordinary
Share transactions. On Admission (and subsequent to this sale), TAL will
hold 3,978,611 Ordinary Shares, equivalent to 26.32% of the current issued
Ordinary Shares.
- ENDS -
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