LRB35 Limited Form 8 (OPD) Offeror - Tintra PLC (5943N)
26 Septiembre 2023 - 1:00AM
UK Regulatory
TIDMTNT
RNS Number : 5943N
LRB35 Limited
26 September 2023
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: LRB 35 Limited
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/A
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Tintra plc
Use a separate form for each offeror/offeree
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(d) Is the discloser the offeror or the offeree? OFFEROR
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(e) Date position held: 25 September 2023
The latest practicable date prior to the disclosure
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(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect No
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security:
Interests Short positions
------------ ------------------
Number % Number %
-------- ------------- ---
(1) Relevant securities owned and/or controlled: Nil Nil
-------- ------------- ---
(2) Cash-settled derivatives: Nil Nil
-------- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil Nil
-------- ------------- ---
Nil Nil
TOTAL:
-------- ------------- ---
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: N/A
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
A. Interests held by the directors of LRB 35 Limited and their close relatives and related
trusts:
Director Number of Tintra Percentage of current
plc Shares issued share capital
CFP Fintech LLC* 148,511 0.84%
----------------- ----------------------
* CFP Fintech LLC represents the interests of the Cogut family.
B. Warrants to subscribe for Tintra shares held by the directors of LRB 35 Limited and their
close relatives and related trusts:
Director Number of Exercise Date of Exercise
Tintra Shares Price Grant Period
the subject
of Warrants
CFP Fintech
LLC 297,022 50p 21/03/22 Until 21/3/27
--------------- --------- --------- --------------
The warrants are conditional on either the market capitalisation of the Company exceeding
US$250,000,000 for a period of three consecutive trading days or a future funding round being
concluded with a post-money valuation of US$250m or greater.
C. Interests held by parties acting in concert with LRB 35 Limited
Name Number of Tintra Percentage of current
plc Shares issued share capital
David Cogut 37,128 0.21%
----------------- ----------------------
Pegasus Capital
LLC 148,511 0.84%
----------------- ----------------------
D. Warrants to subscribe for Tintra shares held by parties acting in concert with LRB 35 Limited:
Name Number of Exercise Date of Exercise
Tintra Shares Price Grant Period
the subject
of Warrants
David Cogut 74,256 50p 07/03/22 Until 07/3/27
--------------- --------- --------- --------------
Pegasus Capital
LLC 297,022 50p 21/03/22 Until 21/3/27
--------------- --------- --------- --------------
The warrants are conditional on either the market capitalisation of the Company exceeding
US$250,000,000 for a period of three consecutive trading days or a future funding round being
concluded with a post-money valuation of US$250m or greater.
E. Interests of connected advisers to LRB 35 Limited
Connected Adviser Number of Tintra Percentage of current
plc Shares issued share capital
John Michael Botros 200,000 1.13%
----------------- ----------------------
First Hartford Trust* 1,122,941 6.33%
----------------- ----------------------
* a trust established for the benefit of the family of John Botros
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 26 September 2023
Contact name: Max Bascombe
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Telephone number: +44 (0) 77177 98289
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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