TIDMTNT
RNS Number : 9139X
Tintra PLC
10 January 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019/310.
10 January 2022
TINTRA PLC
("Tintra", the "Group" or the "Company")
Strategic Investment Under Funding Round
The board of directors of Tintra (the "Board") is pleased to
announce that further to the announcement of 26 November 2021, it
has agreed the first subscriptions under the current funding round,
raising a total of US$3 million (the "Subscriptions").
The Subscriptions are for USD $1 million (the "First Investor")
and US$2 million (the "Second Investor"), priced at 504 pence per
new ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares") at an exchange rate of GBP1.00:$1.336 (the
"Subscription Price"). This amount is calculated so that based on
the funding round closing at $10m, the post-money valuation of the
Company at the Subscription Price would be $100,000,000 (One
Hundred Million United States Dollars). For each new Ordinary Share
under the Subscriptions, the investors will receive two warrants to
subscribe for new Ordinary Shares at an exercise price of 50 pence
per Ordinary Share for a period of five years, conditional on
either the market capitalisation of the Company exceeding US$250m
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 (the "Warrants").
The subscription by the First Investor, an entity controlled by
the US-based family office of Omar Mangalji, a member of the
Canadian Mangalji family, is for 148,511 new Ordinary Shares, and
is unconditional. The funds received from the First Investor will
be used for the development of its "FinTech" payments business and
for general working capital purposes.
The subscription by the Second Investor, a strategic Gulf-based
investor is for 297,022 new Ordinary Shares. This is conditional
only on the Company's divestiture of its lottery administration
business by 1 April 2022 (also the long-stop date for the
subscription agreement), for which the heads of terms for its
disposal were announced on 21 October 2021; the divestiture process
remains ongoing and is expected to be completed prior to the end of
the Company's financial year end (31 January 2022) (the
"Divestiture"). Once the Divestiture is completed and announced,
the subscription will in turn complete within 3 working days, at
which point a further announcement with further details will be
made.
The Subscriptions are part of the Company's fundraising plans
that were set out in the announcements of 4 November 2021 and 26
November, following the passing of the resolutions at the general
meeting held on the same day. It is the Board's plan to raise a
total of US$10,000,000 (including the Subscriptions) as part of
this fundraising on the same terms as the Subscriptions and is in
advanced discussion with other strategic investors (the "Funding
Round"). Further announcements will be made at the appropriate time
and the Funding Road is expected to close before the end of the
Company's financial year end.
The Subscriptions would constitute 3 per cent of the Company's
Ordinary Shares on successful completion of the Funding Round. The
subscription by the First Investor is equivalent to 1.11 per cent
of the current issued Ordinary Shares.
On completion of the Divestiture, Tintra will be solely focussed
on its RegTech activities, with the joint venture announced
recently, Finsensr*, at the core of its strategy. The application
of artificial intelligence ("AI") within the banking and
infrastructure technology systems that the Company is developing,
focused on frontier and emerging markets, is one that the Board
believes has future potential.
Richard Shearer , Tintra CEO, said, " I am delighted to be
announcing the first tranche of our first funding round.
Both of our new funding partners are sophisticated investors and
this nod of support in what we are building, and its potential is a
very rewarding feeling .
We are moving incredibly quickly, and while of course there will
be bumps in the road, we feel we have now got a clear run at the
target. Both of our two current banking applications in development
are tracking better than expected and are on target to be completed
on time. Our friends and JV partners over at TMC2*, who are about
to exit their previous AI project at a valuation north of $5Bn next
month (based on reports in the press over the past few weeks) are
freeing up to focus all their energies on our game changing
regulatory technology.
The Funding Round, once completed, will give us the runway now
to start building out a best-in-class team, some of whom I expect
to be announced to the market during the next quarter, and to
engage some of the best consultancy minds in the sector who we have
been positioning over the past few months . "
(* See the announcement of 24 November 2021.)
Admission and Total Voting Rights
Once cleared funds have been received from the First Investor, a
further announcement will be published and an application be made
to admit to trading on AIM the new Ordinary Shares subscribed by
the First Investor, with admission expected on or around 14 January
2022 ("Admission").
On Admission, the Company will have 13,514,519 Ordinary Shares
in issue, each with one voting right. There are no shares held in
treasury. Therefore, the Company's total number of Ordinary Shares
and voting rights will be 13,514,519 and this figure may be used by
shareholders from Admission as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure Guidance and Transparency Rules.
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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