TIDMTNT
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$3,0 00,000 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 GBP5.04 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 GBP1.10 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 GBP1.60
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
(TM)."
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
(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
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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END
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