REG - Tintra PLC - Form 8 (OPD) - Tintra Plc

TintraAnnouncement

21/09/2023 18:30

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RNS Number : 2825N  Tintra PLC  21 September 2023

FORM 8 (OPD)

 

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          N/A
 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.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Tintra plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         19 September 2023

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "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  Nil     -      Nil       -
 purchase/sell:
                                                                      Nil     -      Nil       -

      TOTAL:

 

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 Trust(1)                5,053,611                       28.50
 Time Machine Capital 2 Limited(2)  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 Flitcroft(1)       627,237                         3.53
 The Tintra Foundation(2)  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 Limited(1)  24 Nov 2021                52.5                24 Nov 2026                636,475
 Conversion Loan Notes
 The Tintra Trust(2)                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.

 

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 Flitcroft(1)       627,237                         3.53
 The Tintra Foundation(2)  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 Limited(1)  24 Nov 2021                52.5                24 Nov 2026                636,475
 Conversion Loan Notes
 The Tintra Trust(2)                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:  21 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 +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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