REG - Tintra PLC - Tender Offer replaces Possible Offer & AIM delist

TintraAnnouncement

06/11/2023 07:00

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RNS Number : 4148S  Tintra PLC  06 November 2023

 

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6 November 2023

 

Tintra plc

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

 

Replacement of Possible Offer with a Tender Offer

 

Proposed delisting from trading on AIM

 

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 of 1 pence each ("Ordinary Shares") ("Possible Offer").

 

On 5 October 2023 the Company announced that discussions between Tintra and
LRB were continuing and that the Panel on Takeovers and Mergers (the "Panel")
had consented to an extension to the deadline by which LRB was required either
to announce a firm intention to make the Possible Offer in accordance with
Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") or to announce
that it does not intend to make an offer.

 

The Board of LRB yesterday announced that it had received indications from
holders of a majority of the issued share capital of Tintra that they support
the development of Tintra, and consequently that they would not wish to accept
a cash offer at 150 pence per Ordinary Share, but would wish to retain their
Ordinary Shares in Tintra. LRB also stated that it remains supportive of the
growth strategy being pursued by Tintra.

 

Having been in discussion with LRB, Tintra understands that LRB has concluded
that a significantly simpler, and potentially faster structure, will be for it
to instead pursue its interest in Tintra by making a tender offer to bring its
total shareholding up to 29.9% of the issued share capital of Tintra at 150
pence per Ordinary Share ("Tender Offer"). Tintra is supportive of LRB's
rationale and strategy and notes that the Tender Offer would be subject to the
consent of the Panel and would be made in accordance with Appendix 5 of the
Code.

 

The Company is pleased that its shareholders will have the option individually
to retain their Tintra shares to participate in Tintra's future as it
continues to execute on its mission or to accept the Tender Offer to obtain
cash for their Tintra shares, subject to any need for scaling back in the
event that the Tender Offer is subscribed above 29.9%.

 

The Company is also pleased that the board of LRB has expressed its support of
Tintra's growth strategy. Having spent significant time working on this
process, the Board of Tintra are supportive of this revised approach by LRB as
it is more straightforward and efficient than the previous Possible Offer. The
Company believes the Tender Offer does not make any material change in value
to shareholders compared to the Possible Offer, and that it is a change in
process to achieve the same outcome.

 

The Board considers that Tintra would be better able to raise the capital it
needs to develop the business as a private company.  As such the Board of
Tintra intends to convene a general meeting of Tintra shareholders in order to
obtain the requisite approval to effect a cancellation of the Company's
ordinary shares to trading on AIM, in accordance with Rule 41 of the AIM Rules
for companies (the "Cancellation"). A further announcement will be made when a
circular to shareholders is published in connection with the Cancellation, it
is expected that this will be during November.

 

Tintra shareholders should note there is no certainty at this stage that any
tender offer will be made. A further update will be forthcoming shortly and
accordingly, shareholders are advised to take no action at this time.

In accordance with Rule 2.6(a) of the Code, the Board of LRB has announced
that it does not intend to make a full offer for Tintra, and consequently LRB
is subject to the provisions of Rule 2.8 of the Code.

 

 

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 & Broker to Tintra plc)

 John Depasquale/ Nick Harriss / Vivek Bhardwaj

 

 

 

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