REG - Tintra PLC - Extension of PUSU deadline pursuant to Rule 2.6(c)

TintraAnnouncement

05/10/2023 07:00

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RNS Number : 7370O  Tintra PLC  05 October 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS CONSIDERED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE MARKET ABUSE
REGULATIONS (EU) NO. 596/2014 AS INCORPORATED INTO UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.

 

FOR IMMEDIATE RELEASE

 

5 October 2023

 

Tintra plc

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

 

Extension of PUSU deadline pursuant to Rule 2.6(c) of the Code

 

 

On 7 September 2023, the Company announced that it had reached an in principle
agreement on the terms of a possible cash offer by LRB 35 Limited ("LRB"), an
unquoted special purpose vehicle formed for this purpose, to acquire the
entire issued, and to be issued, share capital of the Company at 150 pence per
Tintra ordinary share.

 

Discussions between Tintra and LRB are continuing and therefore the Company
today announces that the directors of Tintra (the "Board") have requested, and
the Panel on Takeovers and Mergers (the "Panel") has consented to, an
extension to the deadline by which LRB is required either to announce a firm
intention to make an offer for Tintra in accordance with Rule 2.7 of the Code
or to announce that it does not intend to make an offer, until 5.00 p.m.
(London time) on 5 November 2023.

This deadline can be further extended by the Board with the consent of the
Panel in accordance with Rule 2.6(c) of the Code.

Although discussions between Tintra and LRB are ongoing, this announcement
does not amount to a firm intention to make an offer under Rule 2.7 of the
Code, and there can be no certainty that any firm offer will be made.

Further announcements will be made as appropriate.

 

 

 

The Company remains in an 'offer period' in accordance with the rules of the
Code and the attention of Tintra shareholders is drawn to the continuing
disclosure requirements of Rule 8 of the Code, which are summarised below.

 

 

For further information, contact:

 

 Tintra PLC                                              020 3795 0421

 (Investor Relations)

 ir@tintra.com

 Website www.tintra.com

 Allenby Capital Limited                                 020 3328 5656

 (Nomad, Financial Adviser & Broker to Tintra plc)

 John Depasquale / Nick Harriss / Vivek Bhardwaj

 

Notice related to financial adviser

 

Allenby Capital Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Tintra and
for no one else in connection with the subject matter of this announcement and
will not be responsible to anyone other than Tintra for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.tintra.com (http://www.tintra.com) by no
later than 12 noon (London time) on the business day following the date of
this announcement. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.

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