US$10,000,000 Placement Facility
16/12/2022 07:30
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RNS Number : 9197J Tintra PLC 16 December 2022
THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR")
16 December 2022
Tintra plc
("Tintra", the "Group" or the "Company")
US$10,000,000 Placement
The board of directors (the "Board") of Tintra, the rapidly innovating Deep
Tech & Banking business, is pleased to announce the completion of a
placement to Fintech Leaders Fund, LLC (the "subscriber"), a U.S.-based
institutional investor, pursuant to a share placement deed (the "Deed").
The placement will initially raise US$3,000,000 as a subscription for ordinary
shares with the par value of 1 pence each in the capital of the Company
("Shares") worth US$3,150,000. Following the initial subscription, Tintra will
have a period of four months in which it may exercise an option to raise an
additional US$2,000,000 (subject to the terms of the Deed) from the subscriber
as a subscription for Shares worth 105% of the amount raised, such additional
raise to be completed within six months of the initial subscription.
Additional funding of up to US$5,000,000 is available at Tintra's request,
with the consent of the subscriber, in subscriptions for Shares worth 105% of
the amount raised. Further information regarding the placement is set out
below.
The proceeds from the placement will be used by Tintra to fund the continuing
development of the Company's artificial intelligence platform and regulatory
licensing build, as well as for general working capital purposes.
Each subscription under the Deed will be made by the subscriber by way of
prepayment for Shares to be issued at the subscriber's request within
twenty-four months of the date of the subscription (the "Subscription
Shares"), at the Subscription Price, subject to the Floor Price, as set out
below.
The Subscription Price of the Subscription Shares will initially be equal to
£5.04 per Share, representing a premium of approximately 94% to the closing
price of Tintra's Shares on 15 December 2022. Subject to the Floor Price
described below, the Subscription Price will reset after the initial month to
the average of the five daily volume-weighted average prices selected by the
subscriber during a specified period immediately prior to the date of the
subscriber's notice to issue Subscription Shares, less an 8% discount, rounded
down to the nearest pence.
Further, the 8% discount in the Subscription Price formula will be reduced by
2% (being a reduction of approximately 25% in the discount rate), if Tintra
achieves any of the ESG (environmental, social and governance) objectives
agreed between the Company and the subscriber (the "ESG Milestones"). The ESG
Milestones will include Tintra commencing operations in unbanked or
underbanked African nations and obtaining or improving ESG certifications.
Further, the Subscription Price will not be the subject of a cap and will be
the subject of the Floor Price of £1.10 per Share. If the Subscription Price
formula results in a price that is less than the Floor Price, the Company may
elect not to issue shares and instead opt to repay the applicable subscription
amount in cash (with a 9% per annum premium), subject to the subscriber's
right to exclude 30% of the subscription from such repayment.
Tintra will have an additional right (but no obligation) to repay the
subscriptions in cash based on the market value of the underlying Subscription
Shares (with a 5% premium) at any time within an agreed period. In addition,
Tintra will have a further right (but no obligation) to forego issuing Shares
in relation to the subscriber's request for issuance and instead opt to repay
the subscription by making a payment to subscriber equal to the market value
of the Subscription Shares that would have otherwise been issued.
The subscriber has agreed to certain, substantial, limitations on its ability
to dispose of the Shares it receives. The subscriber is also contractually
precluded from shorting the Company's Shares.
Application will be made to the London Stock Exchange for any ordinary shares
issued and allotted in relation to the subscriptions to be admitted to trading
on AIM. Such ordinary shares will only be issued to the extent that the
Company has corporate authority to do so.
The subscriber will not be obligated to provide the second subscription, if
the market price of the Shares is below £1.60 and does not recover to above
that level within three months after the subscriber notifies the Company. The
proceeds from the second subscription will not exceed 6.4% of the Company's
market capitalisation, without the subscriber's consent.
The Company will issue to the subscriber 55,000 Shares in satisfaction of a
fee. The Company has applied for admission of these Shares to trading on AIM,
and this is expected to become effective on or about 22 December 2022. On
admission, these shares will rank pari passu with all existing ordinary
shares in the Company.
Concurrent with the initial subscription, the Company will issue 280,000 of
the Subscription Shares to the subscriber, with the balance to be issued as
set out above. The Company has applied for admission of these Shares to
trading on AIM, and this is expected to become effective on or about 22
December 2022. On admission, these shares will rank pari passu with all
existing ordinary shares in the Company. In lieu of applying these
Subscription Shares towards the aggregate number of Subscription Shares to be
issued, the subscriber may make an additional cash payment to the Company.
Richard Shearer, Tintra CEO, said, "As we have progressed through our current
funding round the macro market headwinds have increased substantially, however
I have been truly encouraged by the amount of support and interest we continue
to receive as we move toward closing out the various commitments to the round.
As we continue to move through that process and with an unknown 2023 ahead,
the Company took a view that having as deep a recourse to capital now as
possible will insulate us from any further market downturns. Whilst we remain
somewhat optimistic about the macro trends next year, the uncertainty has lead
us to act with an abundance of caution. As such we set out to find a funding
partner that shared our vision.
As such we are delighted to announce today this investment that will sit
alongside, rather than replace part of, the current round and give the Company
access to cash over and above the budgeted need should it be required.
This support from Fintech Leaders Fund is another validation of the strength
of our mission especially with a team that shares our vision of
revolutionising how emerging markets directly benefit from financial
inclusion. Not least by their alignment of thinking on the importance of
robust ESG goals supported by the work of The Tintra Foundation and of Tintra
plc as we drive financial inclusion into emerging markets.
In sharing this vision Fintech Leaders Fund have 'put their money where their
mouth is' in this regard by agreeing to a 25% reduction in the discount rate
on their share subscription if the Company achieves a pre-agreed ESG
milestone. This reduction in the discount from 8% to 6% is meaningful. The
driver being our commencing the deployment of our technology into Africa where
we continue to build Artificial Intelligence to make Real Change ™."
As at today's date, the Company will have 15,118,669 Shares in issue with each
Share carrying the right to one vote. There are no Shares currently held in
treasury. The total number of voting rights in the Company is therefore
15,118,669 and this figure may be used by shareholders as the denominator for
the calculations by which they determine if they are required to notify their
interest in, or a change to their interest in, the Company under the
Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
An update on the Company's total voting rights will be provided once the
initial subscription is completed, and the number of Shares currently in issue
does not include any Shares to be issued under this investment.
In line with the Company's announcement on 30 November 2022, the Company
continues to intend to raise circa US$25m during the current funding round.
This investment is intended to sit alongside the current funding round which
is targeted to close before the end of January 2023. However, as previously
expressed, that can be no certainty that the remaining funding round proceeds
in line with the outlined terms.
For further information, contact:
Tintra PLC 020 3795 0421
(Communications Head)
Hannah Haffield
h.haffield@tintra.com
Website www.tintra.com
Allenby Capital Limited 020 3328 5656
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss / Vivek Bhardwaj
This announcement is released by Tintra plc and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of UK MAR, encompassing information relating to the placement
mentioned above. For the purposes of UK MAR, this announcement is made by
Hannah Hatfield, Communications Head of Tintra plc.
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