TIDMTNT
RNS Number : 1849O
Tintra PLC
29 September 2023
FORM 8 (OPD)
This is an amendment to the announcement dated 21 September 2023
(RNS number 2825N)
Section 3a is amended as follows: The holding of the Tintra
Trust is reduced from 5,053,611 ordinary shares to 4,853,611
ordinary shares and from 28.50% to 27.37%
Amendment to section 3b
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: Tintra plc
(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.
------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Tintra plc
Use a separate form for each offeror/offeree
------------------
(d) Is the discloser the offeror or the offeree? Offeree
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(e) Date position held: 19 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 N/A
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
------------------
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: N/A
Details, including nature of the rights concerned and relevant percentages: N/A
----
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) Beneficial holdings of the Directors of Tintra plc (including their close relatives)
in its ordinary shares of 1p each
Name Number of ordinary % of voting rights
shares held
The Tintra Trust(1) 4,853,611 27.37
------------------- -------------------
Time Machine Capital
2 Limited(2) 636,475 3.59
------------------- -------------------
Dr Joe Lyske 108,002 0.60
------------------- -------------------
Roger Matthews 104,407 0.58
------------------- -------------------
Kathy Cox 30,000 0.16
------------------- -------------------
John Cripps 15,000 0.08
------------------- -------------------
Total 5,947,495 33.51
------------------- -------------------
1- A trust, the beneficiary of which is Tintra Holdings Limited, a company incorporated in
the Ras Al Khaimah International Corporate Centre, UAE, which in turn is controlled by Richard
Shearer, a director of Tintra PLC.
2- Dr Joe Lyske, a director of Tintra PLC, is a Person of Significant Control of Time Machine
Capital 2 Ltd.
(b) Beneficial holdings of others being identified as being in concert with the Offeree (including
their close relatives) in its ordinary shares of 1p each
Name Number of ordinary % of voting rights
shares held
Andrew Flitcroft(1) 627,237 3.53
------------------- -------------------
The Tintra Foundation(2) 200,000 1.12
------------------- -------------------
Total 827,237 4.65
------------------- -------------------
1- Andrew Flitcroft is the Company Secretary of Tintra PLC.
2- The Tintra Foundation is an independently managed foundation based in Switzerland which
receives support from Tintra PLC as part of its ESG strategy.
(c) Rights to subscribe for ordinary shares of Tintra plc (including their close relatives)
in its ordinary shares of 1p each
Name Date Exercise Expiry date Number
of grant price (p) outstanding
Warrants
----------- ----------- ------------ -------------
Time Machine Capital 24 Nov
2 Limited(1) 2021 52.5 24 Nov 2026 636,475
----------- ----------- ------------ -------------
Conversion Loan
Notes
----------- ----------- ------------ -------------
13 Aug
2021 to 13 Aug 2024
8 Nov to 8 Nov
The Tintra Trust(2) 2022 10 2025 2,441,770
----------- ----------- ------------ -------------
Total 3,078,245
----------- ------------ -------------
1- Dr Joe Lyske, a director of Tintra PLC, is a Person of Significant Control of Time Machine
Capital 2 Ltd.
2- A trust, the beneficiary of which is Tintra Holdings Limited, a company incorporated in
the Ras Al Khaimah International Corporate Centre, UAE, which in turn is controlled by Richard
Shearer, a director of Tintra PLC.
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: 28 September 2023
Contact name: Andrew Flitcroft, Company Secretary
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Telephone number: 020 3795 0421
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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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END
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