REG - Tintra PLC - Statement re Possible Offer

TintraAnnouncement

07/09/2023 13:30

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RNS Number : 7571L  Tintra PLC  07 September 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.

 

THIS IS AN ANNOUNCEMENT FALLING 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 AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

 

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.

 

 

FOR IMMEDIATE RELEASE

 

7 September 2023

 

Tintra plc

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

 

Announcement regarding possible offer

 

 

The board of directors (the "Board") of Tintra, the rapidly innovating Deep
Tech & Banking business, announces that, following a period of lengthy and
extensive negotiations, it has 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, currently controlled by its
directors, Tariq Al Abdulla and Andrew Bascombe, but with backing from other
existing non-management shareholders of Tintra, to acquire the entire issued,
and to be issued, share capital of the Company.

LRB's proposal is in respect of a possible offer at a price of 150 pence per
Tintra ordinary share of 1 pence each ("Ordinary Shares") in cash, with a
share exchange alternative (the "Proposal").  The Board of Tintra has
indicated to LRB that it would be minded to recommend the Proposal to Tintra's
shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of
the Takeover Code (the "Code") be announced on such terms.

The Proposal, if it was to proceed to a formal offer, is subject to the
satisfaction or waiver of a number of customary pre-conditions, including
satisfactory completion of due diligence and the finalisation and
documentation of financing for the transaction.

In accordance with Rule 2.6(a) of the Code, LRB is required, by not later than
5.00 p.m. on  5  October 2023, either to announce a firm intention to make an
offer for the Company in accordance with Rule 2.7 of the Code or to announce
that it does not intend to make an offer for the Company, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

 

As a consequence of this announcement, an "offer period" has now commenced in
respect of Tintra in accordance with the Code and the attention of Tintra
shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarised below.

Shareholders should note there is no certainty any formal offer will be made,
even if the pre-conditions referred to above are satisfied or
waived. Accordingly, shareholders are advised to take no action at this time.

Prior to this announcement it has not been practicable for LRB to make
enquiries of all persons acting in concert with it to determine whether any
dealings in Tintra Ordinary Shares by such persons give rise to a requirement
under Rule 6 or Rule 11 of the Code for LRB, if it were to make an offer, to
offer any minimum level, or particular form, of consideration. Any such
details shall be announced as soon as practicable and in any event by no later
than Opening Position Disclosure deadline set out below.

This announcement has been made with the consent of LRB.

 

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

 Cairn Financial Advisers LLP                            020 7213 0880

 (Financial Adviser to LRB)

 Sandy Jamieson / Jo Turner

 

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.

 

Cairn Financial Advisers LLP is authorised and regulated in the United Kingdom
by the Financial Conduct Authority and is acting exclusively for the LRB and
for no one else in connection with the subject matter of this announcement and
will not be responsible to anyone other than LRB for providing the protections
afforded to its clients nor for providing advice in relation to 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.

 

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, Tintra confirms that as at the date
of this announcement, its issued share capital consists of 17,727,953 ordinary
shares of 1 pence each. The International Securities Identification Number for
Tintra's ordinary shares is GB00BHXM9D70. Tintra holds no shares in
treasury.

 

 

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