TIDMTNT
RNS Number : 9384R
Tintra PLC
31 October 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
31 October 2023
TINTRA PLC
("Tintra" or the "Group" or the "Company")
Half-Yearly Results for the six-months ended 31 July 2023
Key Highlights
-- Since 31 January 2023, the Company has continued its focus on
its transformative change management process. This includes, in
particular, focusing the business on its core aim of building a
deep tech-based banking business of the future. In this respect,
the Company continues to put in place the essential building blocks
for technology and banking infrastructure, including key talent
hiring at all levels, securing our first regulatory licences,
contracting for our major banking infrastructure system and
significant work has taken place to build the functional
requirements for that.
-- The Company is building infrastructure that has the potential
to change the way the world banks. Having secured operating
licences in two key jurisdictions, namely Mauritius and Qatar
(further details are outlined below), and with work continuing to
secure operating licences in at least three other regions and
countries, Tintra was pleased to announce on 25 September 2023 that
it had entered into a technology partnership agreement to assist a
United Nations backed project managed by a leading global private
markets impact investment manager, to provide the planning and
technology for the core digital banking system of a Blue Green
Bank.
-- On 10 March 2023 the Company announced GBP1,666,667
(US$2,000,000 of new capital was to be raised from a middle eastern
investor. This new capital was replaced with a revolving finance
facility (from the same party), as a post balance sheet event in
August 2023, to US$3,000,000 with 0% interest incurred in the first
180 days, thereafter 5% per annum, and with a term of 18 months to
be purposed for general working capital. As of the date of this
announcement, no funds as of yet have been drawn down under this
facility but the Company retains the right to do so.
-- As of 31 July 2023, a total of GBP672,273 had been repaid to
Fintech Leaders Fund, LLC ("FLF"), in relation to the share
placement deed that was announced on 16 December 2022; on 5 May
2023 the Company announced, amongst other matters, that it had been
in discussion with FLF with a view to bringing the Share Placement
Deed between it and FLF to an end. The Company and FLF entered into
a Settlement Agreement in early July 2023, following the issue by
FLF of two statutory demands which the company refuted. As of the
date of this announcement, full repayment of the sums due to FLF
have not yet been made and the parties remain in dialogue .
-- The Company continues to build infrastructure that has the
potential to change the way the world banks. Notwithstanding this,
it was known to the Company that this program of works would take
time to contribute to the first revenue-generating activities and,
as such the Company has not expected to make a profit during this
period.
-- During the period the Company successfully filed more than a
dozen new patent applications in both the US and the UK to protect
its inventions and intellectual property. It has secured regulatory
licences in Mauritius and Qatar, and other permissions to
incorporate a new subsidiary, Tintra Consult (Singapore) PTE as
part of its growth strategy and to begin the process of
understanding the regulatory landscape for a banking licence in
Singapore in due course. The Company announced that it is setting
up a strategic banking hub in Rwanda, following discussions with
key departments, including with the Rwandan Central Bank and Rwanda
Development Board, this latter process is progressing successfully
as further detailed in the RNS issued 8 March 2023.
-- Despite the progress outlined above, there have been
challenges this year to date and the rate of growth and expansion
of the Company has been slowed by:
o lengthy issues with moving funds from accounts in the Middle
East to the UK
o the administrative overhead and distractions of running a
public company (including the need to set up a relationship with a
new firm of auditors for its annual statements of January 2023, as
described in the Company's announcement of 17 October 2023),
o the steps it has had to take the Company out of the Placement
Facility with FLF since February 2023,
o the recent possible cash offer received to acquire the entire
issued, and to be issued, share capital of the Company, as
announced on 7 September 2023 and an update provided on 5 October
2023, and
o arranging its capital structure to be prepared to respond to
that possible offer.
Commenting on the results and outlook, Chairman of the Board of
Directors, Mr Roger Matthews, said:
These six-monthly unaudited results are uneventful but are in
line with what the Board expected and estimated, with no income
generation as the Company focuses entirely on developing and
building its technology and infrastructure for what we hope will be
the first of a global network of blue green banks .
Our focus continues on building this deeply innovative,
regulated business, implementing a unique combination of Tintra's
proprietary AI-driven technology and deployment of market leading
systems technology, supported by a growing number of global banking
and payment services licences and patents with a strong ESG
framework.
Our AI team and advisory panel continues to include deeply
experience professionals, with PhDs across a range of disciplines,
sector experts that are working in multiple countries as well as
areas of our business.
While the business continues to meet challenges that it must
face into along the way, it is also gratifying that the true value
of our work has started to be rewarded through participation in
such key partnerships. I am extremely grateful for the high level
of commitment of our staff to achieve our objectives and goals at
pace.
Commenting on the results and outlook, Chief Executive Officer,
Mr Richard Shearer, said:
The first six months of this financial year saw a number of
focusses, the most important of which was the continuation of
converting what was an abstract vision to an achievable reality,
with a vast amount of work on technology, artificial intelligence,
ethnography, politics, and regulatory frameworks being completed by
brilliant minds focused solely on our mission of bringing financial
inclusion to a world in which it is sorely and unfortunately
lacking. The ratification that came with the technology partnership
agreement in relation to the blue green bank was very important to
us and our teams.
However, it has also been a period of challenge which started
with various funding and investment structures put in place since
the end of 2022, changes in the external macro environment and
changes in the way that fintech businesses are perceived, and on
top of that trying to navigate through ever-tightening financial
regulation (e.g., audit).
Managing these challenges and the ever-present requirements that
come solely from being a public company means that there has been
plenty of cause for distraction of senior management time. We have
worked hard to manage that and bring these matters to a close so
that on a forward-looking basis to regain the rightful balance of
all management time onto building the business, delivering on key
partnerships, and further developing important relationships with
Central Bankers, investors, Governments and leading business
figures from around the world who share our vision and support our
mission.
In the next six months, as we exit legacy finance arrangements
and restructure our business, this time-saving will allow us to
achieve further licences, inventions in technology and make
advances in delivery of core technology infrastructure in a more
efficient manner.
About Tintra PLC
Tintra PLC (Ticker: TNT) is an AIM quoted company, with its
principal activities in the near term being the research,
development and delivery of a global banking infrastructure focused
on emerging markets.
With a team that comprises academics, scientists,
geo-politicians, technologists, and experienced business leaders
the Company has already positioned itself as a revolutionary voice
in both banking and technology.
Digital or full bank licences to operate have been awarded or
the application process has commenced in key global territories and
patents been applied for in the United Kingdom and the United
States.
For further information, contact:
TINTRA PLC 020 3795 0421
Richard Shearer, CEO
Website www.tintra.com
Allenby Capital Limited 020 3328 5656
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss / Vivek Bhardwaj
Consolidated Statement of Profit and Loss and Other
Comprehensive Income
2023 2022 2023
Half Year 31(st) July (Un-Audited) Full Year
31(st) January
(Audited)
Notes GBP000 GBP000 GBP000
Continuing operations
Revenue - - -
Cost of revenue - -
------------------- -------------------
Gross profit - - -
Administrative expenses
General and administrative expenses (1,514) (465) (2,612)
Loss on disposal of fixed assets - - -
Impairment of financial assets - -
------------------- -------------------
Total administrative expenses (1,514) (465) (2,612)
Fair value gain/(Loss) on financial
assets 90 - (360)
Operating loss (1,423) (465) (2,972)
Other income 42 113
Finance expenses (3) 21 (46)
Loss before tax (1,384) (444) (2,905)
Loss for the year from continuing
operations (1,384) (444) (2,905)
Discontinuing operations
Gain from discontinued operations,
net of tax - (1) 1,316
Total gain from discontinued
operations (1,384) (445) 1,316
Other comprehensive income/(loss)
Exceptional items - - -
Total Exceptional items - (445) -
Profit/(Loss) for the year (1,384) (445) (1,589)
TOTAL COMPREHENSIVE PROFIT FOR
THE YEAR (1,384) (445) (1,589)
=================== =================== ===================
Loss per share
Basic loss per ordinary share
(pence per share) 2 (0.09) (0.03) (0.11)
Diluted loss per ordinary share
(pence per share) 2 (0.09) (0.03) (0.11)
Consolidated Balance Sheet
2021 2022 2023
Half Year 31(st) Full Year
July 31(st) January
(Un-Audited) (Audited)
Notes GBP000 GBP000 GBP000
Non-current assets
Property, Plant, and equipment 39 40 42
Goodwill - - -
Other intangible assets - - -
Non-current other receivables - - -
Investments in debt instruments 1,648 1,917 1,557
-------- ----------------
Total non-current assets 1,687 1,957 1,599
Current assets
Trade and other receivables 1,752 161 1,761
Cash and cash equivalents 7,007 1,093 8,776
-------- ----------------
8,759 1,254 10,537
Disposal group classified as held - 295 -
of sales - Assets
- 295 -
Total current assets 10,446 1,549 10,537
TOTAL ASSETS 10,446 3,506 12,136
Current liabilities
Trade and other payables 2,891 1,516 11,235
Bank and other borrowings 7 7 7
-------- ----------------
2,898 1,523 11,242
Disposal group classified as held - 204 -
of sales - Liabilities
- 204 -
Total current liabilities 2,898 1,727 11,242
Non-current liabilities
Trade and other payables - non-Current - - -
Bank and other borrowings 398 365 428
-------- ----------------
Non-current liabilities 398 365 428
TOTAL LIABILITIES 3,296 2,094 11,670
NET ASSET/ (LIABILITIES) 7,150 1,414 466
========= ======== ================
Equity attributable to equity holders
of the Group
Share capital 3 3,249 3,233 3,239
Share premium 15,180 6,932 7,122
Other reserves 141 141 141
Retained earnings (11,420) (8,892) (10,036)
-------- ----------------
Total equity attributable to equity
holders of the Group 7,150 1,414 466
========= ======== ================
Consolidated Statement of Changes in Equity
Share Share Other Retained Total
capital premium Reserves earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000
Balance as at 31 January
2022 3,230 5,252 141 (8,447) 176
Issue of share capital 3 1,680 - - 1,683
Profit/ (Loss) for the
year - - - (445) (445)
Balance as at 31 July
2022 3,233 6,932 141 (8,892) 1,414
------------ ------------- ---------- --------------- --------------
Balance as at 31 January
2023 3,239 7,122 141 (10,036) 466
Issue of share capital 10 8,058 - - 8,068
Profit/ (Loss) for the
year - - - (1,384) (1,384)
Other comprehensive loss - - - - -
Equity element relating - - - - -
to the issue of the convertible
loan notes
Balance at 31 July 2023 3,249 15,180 141 (11,420) 7,150
------------ ------------- ---------- --------------- --------------
2023 2022 2023
Half Year 31(st) Full Year
July 31(st)
(Un-Audited) January
(Audited)
Notes GBP000 GBP000 GBP000
Cash flows from operating activities
Profit/(Loss) before tax
Continuing operations (1,384) (444) (2,905)
Discontinued operations - (1) 1,316
-------------- -------------- --------------
(1,384) (445) (1,589)
Adjustments for:
Depreciation 3 5 5
Amortisation - - -
IFRIC 19 charge - -
Financial expenses 3 - 51
Fair value adjustments (90) - 360
Loss on disposal of fixed assets - - -
Disposal group classified as held - 70 -
for sale - Assets
Disposal group classified as held - (75) -
for sale - Liabilities
(Gain) on disposals of subsidiaries - - 1,159
Movement in working capital:
Decrease/(Increase) in trade and
other receivables 9 (32) (1,595)
Decrease/(Increase) in Non-Current
trade receivables - - 35
(Decrease)/Increase in trade and
other payables (8,343) (552) (299)
-------------- -------------- --------------
Cash generated by operations (9,802) (1,029) (4,191)
Interest paid (3) - (11)
Net cash from operating activities (9,805) (1,029) (4,202)
Cash flows from investing activities:
Acquisition of plant and equipment - (5) (7)
Proceed from disposal of subsidiaries - - 50
Net cash disposed of in subsidiaries - - (5)
Net cash used in investing activities - (5) 38
Cash flows from financing activities:
Issue of share capital 8,068 1,684 1,879
Cash from financial liabilities
issued - - 10,592
Cash from loan notes (27) - (31)
Repayment of bank loan (5) (5) (12)
Net increase in bank and other borrowings - (64) -
Net cash used in financing activities 8,036 1615 12,428
Net (decrease)/increase in cash
and cash equivalents (1,769) 581 8,264
Cash and cash equivalents at start
of period 8,776 512 512
Cash and cash equivalents at end
of period 7,007 1,093 8,776
============== ============== ==============
There is no material difference between the fair value and the
book value of cash and cash equivalents.
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL REPORT FOR
THE SIX-MONTH PERIODING 31 JULY 2023; FURTHER DETAIL IS SET OUT IN
THE GROUP'S FULL YEAR ACCOUNTS AND FINANCIAL STATEMENT OF 31
JANUARY 2023, THE METHODOLOGY BEING UNCHANGED SINCE THEN
Tintra PLC is a public company limited by shares incorporated
and domiciled in the United Kingdom and registered in England and
Wales under the Companies Act 2006.
The Group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the "Group"). The
parent company financial statements present information about the
Company as a separate entity and not about its group.
The Group financial statements have been prepared and approved
by the directors in accordance with International Financial
Reporting Standards in conformity with the requirements of the
Companies Act 2006.
1 Basis of Preparation
These unaudited interim results for the six months ended 31 July
2023 have been prepared using the historical cost and fair value
conventions on the basis of the accounting policies set out below.
This interim report has been prepared in accordance with
International Financial Reporting Standards ("IFRSs"); it is not in
accordance with IAS 34 and therefore is not fully compliant with
IFRS.
These unaudited interim results have been prepared under the
historical cost convention. Areas where other bases are applied are
identified in the accounting policies below.
The financial information for the year ended 31 January 2023
does not constitute the Company's statutory accounts for that year
but is derived from those accounts. Statutory accounts for 31
January 2023 have been delivered to the Registrar of Companies. The
auditors reported on those accounts, which can be found on our
website.
This announcement contains certain forward-looking statements
with respect to the operations, performance and financial position
of the Group. By their nature, these statements involve uncertainty
since future events and circumstances can cause results and
developments to differ materially from those anticipated. The
forward-looking statements reflect knowledge and information
available at the date of the preparation of this announcement and
the Company undertakes no obligation to update these
forward-looking statements. Nothing in this Interim Financial
Report should be construed as a profit forecast.
The unaudited interim financial report, which is the
responsibility of the directors and was approved by them on 31
October 2023, does not constitute statutory accounts within the
meaning of Section 435 of the Companies Act 2006.
This report is available on Tintra PLC's website at
www.tintra.com. Copies are available from the Company at its
registered office: 2nd Floor Berkeley Square House, Berkeley
Square, London, W1J 6BD.
1.1 Change in accounting policy
There have been no changes in accounting policies since 31
January 2023 apart from those due to the adoption of new or amended
accounting standards. These include adoption of certain IFRS
standards that are not yet effective will be adopted by the Group
in future periods, as set out in the Group's full year accounts
dated 31 January 2023.
1.2 Going concern
In these financial statements the Group reported an operating
loss of GBP1,384,000 (H1 2022: Profit GBP445,000) and has net
assets of GBP7,150,000 (H1 2022: net Assets GBP1,414,000).
As set out in the Chairman's Statement and the Strategic Report
of the Statutory accounts for 31 January 2023 , the business
continues to focus on the transformative change management process,
focusing the business on the one core aim of building a deep
tech-based banking business of the future . Tintra has attracted
significant capital and investment since inception, to support that
transformation process. The Directors have prepared cash flow
projections for the remaining divisions and Group for the period to
31 July 2025. To achieve these goals more capital needs to be
raised, to support the revolving facility of USD 3.0 million in
place with a middle eastern investor. The Directors are confident
that there is sufficient working capital to fund the Group's
short-medium term plans, with a pipeline of strategic investors
able to provide that future support in a private equity
environment.
2 Earnings per share
The calculation of basic earnings per share and diluted earnings
per share is based on the results and weighted average number of
ordinary shares as follows:
At 31 July 2023 2023 2022 2023
Half Year Period Full Year
======================== =============
31-Jul 31-Jan
======================== =============
(unaudited) (audited)
======================== =============
Numerator: L oss attributable to
equity (GBP000) (1,384) (445) (1,589)
=========== =========== =============
Denominator: weighted average number
of equity shares 15,807,370 14,612,992 14,909,179
=========== =========== =============
The denominator as of 31 July 2023 is calculated as the weighted
average of the 14,909,179 equity shares as at 1 February 2023 plus
684,594 shares issued in Mar 2023, 264,690 shares issued in April
2023.
As of 31 July 2023, the Shareholdings of the Board and
Significant Shareholders (as defined in the AIM Rules for
Companies) was as follows, to the best of the Company's
knowledge:
Significant & Director shareholders
As of 31 July 2023, shareholdings in the Company of
greater than 3% are as follows:
------------------------------------------------------------------------ -----------------
Number of Percentage of
Ordinary Ordinary Shares
Shareholder Shares Held Held
------------- -----------------
The Tintra Trust(1) 3,728,611 22.73%
------------- -----------------
Phillip Jackson (2) 2,289,958 13.96%
------------- -----------------
First Hartford Trust 1,122,941 6.85%
------------- -----------------
Ares FZE LLC 684,594 4.17%
------------- -----------------
Time Machine Capital 2 Limited 636,475 3.88%
------------- -----------------
Andrew Flitcroft 627,237 3.82%
------------- -----------------
Jonathan Edwards 506,507 3.09%
------------- -----------------
Empire Global Management Ltd 500,000 3.05%
------------- -----------------
Dr Joe Lyske * (3) 108,002 0.66%
------------- -----------------
Roger Matthews * 104,407 0.64%
------------- -----------------
Kathy Cox * 30,000 0.18%
------------- -----------------
John Cripps* 15,000 0.09%
------------- -----------------
1. These voting rights are indirectly controlled by Tintra Holdings
Limited, which is controlled by Richard Shearer, a director of the
Company.
2. Includes Ordinary Shares held by Moorhen Limited and Pintail
Holdings Ltd, companies controlled by Mr Jackson and 33,333 Ordinary
Shares held by Tilly Beazley, Mr Jackson's wife.
3. Dr Lyske is a founder and person of significant
control, but not a director, of Time Machine
Capital 2 Limited.
* Director of the Company
3 Equity Share Capital
At 31 July 2023 2023 2022 2023
Half Year Period Full Year
=============================== ================================ ==================
31-Jul 31-Jan
=============================== ================================ ==================
(unaudited) (audited)
=============================== ================================ ==================
GBP000 GBP000
=============================== ================================ ==================
Ordinary shares of 1p each 164 148 154
=============== =============== ==================
Deferred shares of 0.99p each 3,085 3,085 3,085
=============== =============== ==================
3,249 3,233 3,239
=============================== =============== =============== ==================
Deferred shares carry no voting rights, have no rights to
participate in dividend distributions, have the right to
participate in capital distributions on winding up to a maximum of
GBP1,000,000 paid in respect of each ordinary share and are
non-redeemable.
As of 31 July 2023, the issued share capital comprised
16,402,953 ordinary shares of 1 pence each with one voting right
per share ("Ordinary Shares"). The Company does not hold any
Ordinary Shares in treasury. The total number of Ordinary Shares
and voting rights in the Company is therefore 16,402,953 .
4 Discontinued operations
At 31 July 2023 2023 2022 2023
Half Year Period Full Year
================================== =================== ==========
31-Jul 31-Jan
================================== =================== ==========
(unaudited) (audited)
================================== =================== ==========
GBP000 GBP000
================================== =================== ==========
Revenue - 329 417
======== ========= ==========
Cost of Sales - (208) (331)
======== ========= ==========
Gross Profit - 121 86
======== ========= ==========
Administrative expenses - (122) (166)
======== ========= ==========
Other income - - 364
======== --------- ----------
Operating (loss) - (1) 284
======== ========= ==========
Financial Expenses - - (5)
======== ========= ==========
(Loss) before and after taxation - (1) (279)
======== ========= ==========
Gain on discontinued operations - - 1,037
======== ========= ==========
Gain /(Loss) for the period - (1) 1,316
======== ========= ==========
5 Related Parties
The transactions set out below took place during the half year
ended 31 July 2023.
PCA Dealing
On 17 March 2023 the Company announced that Dr Joe Lyske 21, the
Company's Chief Science Officer, had purchased a total of 42,295
ordinary shares of 1 pence each ("Ordinary Shares") at an average
price per share of 142p.
Further on 30 March 2023 the Company announced that Dr Joe Lyske
21, the Company's Chief Science Officer, had purchased a total of
47,207 ordinary shares of 1 pence each ("Ordinary Shares") at an
average price per share of 106.7p.
On 31 July 2023 the Company received a notice from The Tintra
Trust ("TTT") that it wished to convert GBP132,500 of its total
holding of GBP376,677 of 5%, 3-year, convertible loan notes (the
"Convertible Loan Notes"). The voting rights of TTT are indirectly
controlled by Tintra Holdings Limited, which is controlled by
Richard Shearer, the Chief Executive Officer of the Company. The
Convertible Loan Notes are convertible into 1,325,000 ordinary
shares of 1 pence each ("Ordinary Shares") at a conversion price of
10 pence per Ordinary Share (the "Conversion Shares"). The
Conversion Shares were admitted to trading on AIM on 4 August
2023.
The transactions set out below took place following the end of
the half year period to 31 (st) July 2023.
PCA Dealing
On 28 September 2023, the Company was informed of two separate
transactions by The Tintra Trust ("TTT").
The first of these transactions was a gift by TTT to the Tintra
Foundation of 200,000 Ordinary Shares, a transaction that took
place on 28 February 2023. The Tintra Foundation is a Swiss
foundation for the progression of the environmental, social and
governance ("ESG") objectives of Tintra PLC and the wider Tintra
organisation (the "Foundation"). The second of these transactions
was a sale of 500,000 Ordinary Shares in an off-market sale
undertaken on 27 September 2023.
On 20 October 2023, the Company was informed that Richard
Shearer, Chief Executive Officer of the Company, had transferred
35,000 ordinary shares of 1 pence each in the Company ("Ordinary
Shares") for nil value to a third party. The Tintra Trust ("TTT"),
a 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 Mr Shearer.
- ENDS -
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END
IR NKDBKFBDDPKN
(END) Dow Jones Newswires
October 31, 2023 14:16 ET (18:16 GMT)
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