Tintra PLC Provision of Guarantees to St Daniel House Ltd (9830U)
08 Diciembre 2021 - 4:59AM
UK Regulatory
TIDMTNT
RNS Number : 9830U
Tintra PLC
08 December 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019/310.
8 December 2021
TINTRA PLC
("Tintra", the "Group" or the "Company")
Provision of Guarantees to St Daniel House Ltd
In line with the previously announced continuing change
management process, and prior to the current funding round being
completed, the board of directors of Tintra (the "Board") is
pleased to announce a strategy, in collaboration with Tintra
Acquisitions Limited, ("TAL"), the Company's largest shareholder
and commercial partner, for TAL to provide guarantees on amounts
owed by St Daniel House Ltd ("SDH"), the Group's wholly owned
payment processing subsidiary (the "Guarantees"). The Guarantees
are for a total of GBP1,369,021.12 and relate to certain
liabilities on the Group's balance sheet (the "Arrangement").
Since TAL entered into the Strategic Financing and Commercial
Agreement with the Company, as announced on 25 March 2021 (the
"Original Agreement"), there has been a root and branch review of
the entire Group, with several developments from this review
already announced. Under this review, a number of historic issues
have been addressed, and the Arrangement is part of this.
The audited annual accounts for the year to 31 January 2021,
announced on 27 July 2021, showed a Group net liability position of
GBP1.513m, the vast majority of which related to the payment
processing business. This improved to a net liability of GBP1.179m
at the half year stage (announced 29 October 2021), however the
Board has concluded that SDH will not be able to fulfil the net
liability position in a timeline that is sufficient to allow the
Company to execute on its previously announced plans.
During this review process, it also became clear that a number
of the SDH operational processes were not satisfactory for the
business to operate at the high level expected by the Board and
these have been changed.
As a result, TAL has agreed to provide the Guarantees, which it
expects to be called during Company's half year to 31 July 2022.
TAL has agreed with the Board that it will forgive any liabilities
that may accrue with SDH as a result of the Guarantees being
called. It is therefore anticipated that the Group's balance sheet
will be significantly strengthened as a result of the Arrangement
by an amount equal of close to the amount of the Guarantees. TAL
will receive no consideration for providing the Guarantees and has
agreed with the Board to consider them and any amounts paid out
under the Guarantees as an additional cost element to the Original
Agreement. The review and restructuring of SDH has been undertaken
with the support of the wider Tintra organisation under the terms
of the Original Agreement, and does, in the Board's opinion,
demonstrate the wider commercial and managerial expertise that are
now available to the Group under the Original Agreement.
As a result of the above, a number of management and other
personnel changes have been made within SDH. In addition, Dan Pym,
the Group Finance Director, will leave his job at the end of this
week. The Company expects to make an announcement regarding his
replacement prior to his departure.
The provision of the Guarantees constitutes a related party
transaction under the AIM Rules for Companies. The Board, other
than Mr Cripps and Mr Shearer (who are both directors of TAL),
consider, having consulted with Allenby Capital Limited, the
Company's nominated adviser, that the terms of the transaction are
fair and reasonable insofar as its shareholders are concerned.
Richard Shearer , Tintra's CEO, said, "This is another step,
perhaps the final one, in moving the Company away from its
historical issues and readying it for growth. I have taken these
steps, in my capacity as Founder of Tintra Group as well as CEO of
the Company, to ensure that by removing this liability from the
Group balance sheet the Company is in as good shape as possible
prior to external investment from our current funding round .
I am confident that the team in place is now of a level that I
expect, and that processes and procedures are substantial in a way
that looks like the Company of tomorrow rather than yesterday and I
am very much looking forward to the exciting future that we are
building. "
Substantial Shareholder Disclosure
As a result of a restructuring of the wider Tintra organisation,
TAL is now indirectly wholly owned by Tintra Holdings Limited
("TH"). The primary activities of TH are as a hybrid Family Office
and investment management firm which focuses on providing solutions
to emerging market clients. TH is based in the United Arab
Emirates, operating from Dubai and incorporated in the Ras Al
Khaimah International Corporate Centre. TH is controlled by Richard
Shearer, a director of both the Company and TAL. TAL owns 3,290,633
ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares"), equivalent to 24.62% of the issued Ordinary
Shares.
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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END
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