TIDMTNT
RNS Number : 3421T
Tintra PLC
24 November 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019/310.
24 November 2021
TINTRA PLC
("Tintra", the "Group" or the "Company")
Entry into AI Joint Venture
The board of directors of Tintra (the "Board") is pleased to
announce that it has today entered into a joint venture agreement
with Time Machine Capital 2 Limited ("TMC2") around the application
of artificial intelligence ("AI") in international payment services
(the "JV"). The JV is the conclusion of the process previously
described in the announcements of 8 and 13 October 2021.
TMC2 is a specialised AI investment and research business
focused on applied AI in the financial services. TMC2 is backed by
the award-winning team that founded Mashtraxx, the AI engine behind
a multi-billion-dollar US-based social media platform. TMC2
established a new affiliate Finsensr, to enter into the
international FinSim 2020 competition, subsequently winning the
competition. Finsensr Limited ("Finsensr") was founded to
specialise in the automated learning of effective and precise
semantic models in the financial sector, with expertise including
Natural Language Processing ("NLP"), Machine Learning ("ML"), and
AI.
Finsensr is the entity through which the JV will be conducted,
which holds key intellectual property in the areas outlined above
that was developed by TMC2 and its founders. Under the terms of the
JV, Tintra will issue to TMC2:
-- 636,475 new ordinary shares of 1 pence each in the capital of
the Company ("Ordinary Shares") (equivalent to 5% of the existing
issued Ordinary Shares - the "New Ordinary Shares"); and
-- 636,475 warrants to subscribe to new Ordinary Shares at a
price of [52.5] pence (equivalent to the closing mid-market price
of the Ordinary Shares on 22 November 2021) and a term of 5 years
(the "Warrants"). The exercising of the Warrants is conditional on
the market capitalisation of Tintra (calculated by way of the
closing mid-market share price on AIM) reaching the following
minimum levels:
o 127,295 at a GBP250,000,000 market capitalisation
o 254,590 at a GBP500,000,000 market capitalisation
o 254,590 at a GBP1,000,000,000 market capitalisation
(The New Ordinary Shares and the Warrants, together, the
"Consideration")
In return for the Consideration, TMC2 will transfer 50% of the
issued share capital of Finsensr to Tintra. TMC2 and Tintra will
each appoint 2 directors to the board of Finsensr, none of which
will receive any remuneration from Finsensr. One of Tintra's
appointees will be Richard Shearer, Tintra's CEO, who will hold the
role of chairman and the casting vote.
Under the JV, Tintra and TMC2 will develop within Finsensr an
international financial payments system based on the proprietary AI
technology held by Finsensr. It is anticipated that Finsensr will
be consolidated as a subsidiary in Tintra's group accounts.
Finsensr is currently a start-up which holds intellectual property
that has not to date undertaken any commercial activity or
generated any profits or losses. Both TMC2 and Tintra will provide
personnel to work within the JV, who will be paid for directly by
the respective JV partner. The JV is not expected to impact on the
financial performance during the current financial year, however
certain future personnel that may be recruited by the Group will
work partly or fully within the JV.
Tintra is building banking and infrastructure technology systems
that are focused on frontier and emerging markets, which it
believes are underserved by today's environment. Tintra is creating
an open, integrated banking capability that will provide software
as a service ("SaaS") to its clients sitting on its own global
banking platform, using scalable infrastructure and application
programming interface ("API") innovation. The system to be
developed in Finsensr is expected to provide the cornerstone
element of this platform.
Gary Wright , Finsenr's lead advisor on this project said, " We
are excited to enter into this long-term partnership with Tintra to
support the expansion of their business through the use of our
leading-edge artificial intelligence.
O ur in-house team includes PHDs in Artificial Intelligence and
Machine Learning related studies. A S enior Executive Team with
experience in the financial sector across financial services,
including Technology, Corporate banking, Investment management,
Fund Management, and transaction service s with our k ey personnel
gaining experience in institutions including Sungard, Mann Group,
Royal Bank of Scotland, M&G, Prudential, Simplex Technology
amongst a host of others.
We are setting out to create the next generation of intelligent
automated AI RegTech that we are confident will revolutionise how
the financial services industry fulfils the complex demands of KYC
and AML compliance and regulatory legislation ."
Admission and Total Voting Rights
An application will be made to admit to trading on AIM the New
Ordinary Shares on or around 1 December 2021 ("Admission").
On Admission, the Company will have 13,366,008 Ordinary Shares
in issue, each with one voting right. There are no shares held in
treasury. Therefore, the Company's total number of Ordinary Shares
and voting rights will be 13,366,008 and this figure may be used by
shareholders from Admission as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
For further information, contact:
Tintra PLC
(Communications Head)
Hannah Haffield
h.haffield@tintra.com
Website www.tintra.com 020 3795 0421
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss / Vivek
Bhardwaj 020 3328 5656
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