TNT.L Regulatory News (TNT)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

1 August 2022

TINTRA PLC

 ("Tintra", the "Group" or the "Company")

Final Results and Audited Annual Report and Accounts for the Year to 31 January 2022 

The Board of Directors of Tintra is pleased to announce that it has today published its audited annual report and accounts for the year to 31 January 2022 (the "Annual Report").

The Annual Report will be published on the Company's website in compliance with its articles of association and the electronic communications provisions of the Companies Act 2006. A copy of the Annual Report can also be accessed through the link below.

Annual Report

http://www.rns-pdf.londonstockexchange.com/rns/3495U_1-2022-7-31.pdf

Key extracts from the Annual Report can also be viewed below, including from the Independent Auditor's Report.

Richard Shearer, Group CEO, commented, "The issuing of the Annual Report today with its accompanying audit process marks the end of the transformation from the old St. James House that I joined as CEO a year ago to the new Tintra plc.

As I mentioned in my AGM Statement, the first six months of my tenure were where most of the heavy lifting was completed in the transformation process.

To that end, we took the view early that we wanted to produce a set of financials that appropriately reflected the business and as such we impaired nearly all legacy assets to remove any ambiguity. And we believe we have delivered a balance sheet, that whilst not pretty, forms a strong foundation for growth.

Doing this resulted in quite a unique set of challenges, which in turn made for a very complex set of accounting work. Not least the four-month internal audit and review of SDH which as I outlined in Friday's AGM Statement, led to Tintra Acquisitions Limited ultimately providing guarantees to support SDH to the tune of £1.4m, an amount that is confirmed by audit to be the extent of its liability. This action was decided upon as I wanted to ensure that a historical lack of rigour did not disadvantage either shareholders or our ability to raise capital for our Deep Tech & Banking strategy.

The complexity of the Group audit for the year to 31 January 2022 was substantial, which in turn led to, an unavoidable in my view, qualification of the audit opinion as it relates to the legacy subsidiaries of SDH & SFH. There is only one employee that remains in the Group from when I took over as CEO so the market should fully expect much tighter reporting from us now that proper internal systems and high-quality teams built of the right people have been put in place.

This speaks to why the Annual Report is being reported later than I would like. I would very much have preferred to be reporting our numbers sooner after year end, but the heavy lifting of turning what we adopted into what we want the future to be proved something that not even my constant desire for time urgency could overcome. The market should expect this process to be streamlined next year.

An exception to the negatives from the past is the positive developments in the previously announced (26 October 2021) revised arrangements with MDC Nominees Ltd and its recently commenced litigation. A substantial amount of work was undertaken on this matter, of which Tintra plc is the main beneficiary, including procuring formal legal opinions from Queen's Counsel as to chances of success. Based on that work and the legal opinions provided, we are very confident of recouping the fixed sum due to the Company and confident of an award which is higher; the accounts reflect that stronger position.

I discussed the challenges in the first 6 months in my letter of last Friday, the issue of the Annual Report today means, that with a few necessary exceptions, all of our narrative to the market going forwards will be on our build out strategy. Something that makes me very happy indeed."

Extract from the Independent Auditor's Report - Basis for qualified opinion 

"During the year, the group divested of its holding in a subsidiary, St. Frances House Ltd ("SFH"). Following this transaction, management have been unable to provide adequate supporting documentation with regards to transactions occurring prior to the date of disposal. We were therefore unable to satisfy ourselves by alternative means that the classification of results for the period and the resulting gain or loss on disposal is correctly attributed.

During the year, the new management of Tintra Plc undertook an exercise to review the historic accounting records within another subsidiary, St Daniel House Ltd ("SDH"), in order to confirm amounts owed to creditors at the Balance sheet date. Following the review, management have been unable to provide adequate documentation to support the recognition and classification of items included in the Group's loss for the year of £454,000.

Consequently, we were unable to determine whether any adjustment to these amounts were necessary."

The full Independent Auditor's Report can be viewed in the weblink to the Annual Report above.

For further information, contact:

Extract from the Financial Summary and Highlights

Financial Key Performance Indicators

For the year to 31 January 2022 the Group's performance was as follows:

*Adjusted from previously reported to reflect the discontinued operation

Financial & Operational Points of Note

· Investments totalling £750,000 were made into the Group through Tintra Acquisitions Limited

· A funding round was announced at a valuation of $100m with the first subscriber, Cap-Meridian Investors Limited, completing a $1,000,000 investment during the year

· Additional funding for working capital of £465,000 was introduced for the year to 31 January 2022

· St Daniel House Limited ("SDH") continued to be owned by the Group throughout the year to 31 January 2022; SDH ceased to generate income from September 2022

· Prize Provision Services Limited remained in the Group but is being held for sale further to a Heads of Terms executed with an industry leading counterparty. A post balance sheet event gives more information (see note 30 - Post Balance Sheet Events)

· St Frances House contributed a small amount of income to the Group, prior to its sale to Bryncae Limited as announced in July 2021 which completed in August 2021.

Extract From the Strategic Report

Chairman's Statement

During the year to 31 January 2022, the Company commenced a new and definitive phase as it began to transform itself into a very different business. It is in some ways hard to reconcile the level of change that occurred during one reporting year and in the post balance sheet events since. The changes are transformative, and they continue apace.

In July 2021 we welcomed Richard Shearer to the Company as its new Chief Executive who immediately set about a radical change management process that ultimately led to focusing the business on one core, namely building out its legacy payment business and divesting all non-payments and non-performing businesses (as set out in the Chief Financial Officer's review), and beginning the journey to building a Deep Tech & Banking business of the future based on the legacy platform of the Company.

This involved many steps, not least among them strengthening the Group's Board and management team and enhancing working capital, through business rationalisation and resizing, managing the remainder of the effect of the Covid-19 pandemic, while investing significantly in infrastructure for the core business.

Current Trading, Outlook and Transformation

The board of directors are delighted with the significant progress that has been made in the Group's transformation during the period after a number of years of legacy results, which lead to liabilities being owed in excess of the funding available and legacy operational control systems being in place. As a Board, we made a firm decision to do the right thing, and we continue to stand by that. Certain individuals in the new management have underwritten the liability shortfalls to approximately £1m, but the importance of making sure the new Tintra was built on a very clean foundation was paramount.

This growth and restructuring dealt with often complex and challenging issues, requiring painstaking analysis, but with tenacity, the right team and an absolute goal to do the right thing for clients, investors and stakeholders alike I am very pleased with the way in which these issues were and are being resolved.

The strategic financing and commercial agreement with Tintra Acquisitions Limited announced in March 2021 has led to other substantial investments in Tintra and its exciting transformation program.

After a number of challenging years under previous management the financial position of the company showed the turmoil. As we end the year to 31 January 2022, I am pleased to report that huge effort has been undertaken to provide financial position that provides a clean and clear platform for growth going forward.

Building on that new solid platform the company has a very clear strategic business plan and a clear vision for executing on it along with institutional and UHNW (ultra-high net worth) investors supporting the goals and over the next 24 months will build out infrastructure that will revolutionise the way that banking in the emerging world works.

Chief Executive Officer's Review

Looking Back

The first six months of my tenure were in equal measure challenging and incredibly exciting. I was appointed CEO on 2 July 2021 half-way through this reporting year and we moved quickly from Day 1 to, in the first instance, understand the business and from there to implement change and energy to turn the business on its axis into one with a clearly articulated plan.

The first three months of my tenure were spent on our first 90-Day project, a project to fully understand the business and its history. This was undertaken with some haste as the business which my team & I inherited was on the back of a number of what can best be described as 'trying' years - I won't cover these further given what it set out in both our Chair and our Chief Financial Officer's reports.

This process first and foremost illustrated that it was a lack of a cohesive strategy that was at the core of the legacy issues, so it was there that we started.

This process firstly saw huge cost savings across the Group and rationalisation of many outdated processes. Whilst we came at the business with an open mind it did become quickly evident that a lottery business that had formed part of the plc for almost two decades and had not grown meaningfully in half of that time was likely not a great platform for future growth and the legal business which was much more suited to being a small private business rather than in a public environment probably didn't have what it took to scale to the kind of multiples that are attractive in public markets.

Put simply, my strongly held view is that a public company has an imperative to be driven by a strategy that can reach scale, the business as it was did not have that and it is through that lens that we acted.

A lot of the six months from July 2021 to January 2022 were swallowed up on that rationalisation process as we put in place structures and processes that bought the business into the 2020's.

That saw the disposal of the legal business, terms signed with the leading external lottery provider in the country to acquire the lottery business and the realisation that the payments business, whilst it had some good technology, had been inefficiently operated, to the point that my holding company voluntarily stood behind the plc to the tune of £1.5m to ensure all liabilities were met

All of this meant that by the end of this reporting year the Group had cut its monthly burn rate substantially and right-sized the overhead to the operation, whilst at the same time implementing robust HR, accounting and legal infrastructure.

Further to this the Company took on world leading legal advisors who were instrumental in our efforts to rationalise the corporate structure in a way that jettisoned legacy and dormant subsidiaries, that included crypto gaming and soccer pitches, to build a corporate structure fit for purpose and ready for growth.

At the same time as dealing with the operational and structural aspects of the Company my team had a very detailed historical look at the legacy financial reporting and how items were accounted for and where there was perhaps optimism in place of fundamentals. During that process we renegotiated terms on a legacy debt after seeking Queen's Counsel opinion on a matter that we now see as a high probability of success.

The challenges of dealing with the legacy business that my team and I inherited whilst at the same time analysing and delivering on building a global banking infrastructure built on revolutionary artificial intelligence technology was a big undertaking and one that I am supremely proud of the team for executing on both in this reporting year and in the post balance sheet events narrated elsewhere.

Looking Forward

Overview

As I move now to outlining what we have been executing on before and since this reporting period it reminds me how far we have come. It is incredibly rewarding to see the ground we have covered in the 12 months since my appointment and to have such a clearly developed road map for going forward as we build out the payments business into a multi-jurisdictional banking platform in a manner that delivers value to shareholders and equally importantly goes some of the way to solving the fiscal inclusion problems faced by people across the emerging world.

The last few months have been challenging to the economy across the world, not least in the tech sector where write downs and down rounds have become an daily news event. It is with that in mind that as we head into an inflationary period with global macro-economic headwinds it is my main focus that our execution strategy needs to be well defined, tightly budgeted and fully deliverable in a timeline that is well articulated.

Our methodology is somewhat unorthodox and, in many ways, more akin to a US style VC play than a UK AIM strategy. Whilst the Company has been quoted on AIM for some 16 years, the strategy that we have developed is a new one, so it is a very unique opportunity for retail investors to invest alongside institutional and family office investors at such an early stage in a company's cycle. And somewhat amusingly to me, do so at a discount to the price that new investors have invested at - 504p.

The AIM market perhaps will take some time to align with our strategy, but I am pretty certain that in years to come once we have delivered others will follow our lead.

Headline Strategy

The scale of Tintra's vision is truly global. The road to execution has considered the journey and the components necessary to get there and considering what has been achieved over the past 12 months gives us assurance that we will continue to accomplish the projected milestones to democratize finance and be the World's first Web 3.0 clearing bank. (Tintra's revolutionary "borderless" approach will introduce a financial and regulatory infrastructure built solidly upon Web 3.0 technologies and concepts, including metaverse and blockchain interoperability, transparency by utilising dataless cryptographic mechanisms, and blockchain-based verification.)

We are solving a well-regarded challenge in global finance. Over the past decade, the emerging world has come to the fore; as friction in cross border trade has decreased, the ability to pay for that trade has increased. And whilst the market is trying to solve this problem, looking at it through a western prism, it falls short. Legacy banks tried many years ago, failed, and now don't have the appetite to try again. On the other hand, FinTech's also struggle to solve the problem because they lack custody of their own funds, causing them to bump up against the legacy banks who have the ultimate control over how funds are processed. Pair these perceived downsides and reputations risk with little appetite from shareholders, who are inherently dubious of emerging markets, and you find lack of interface to close trading loop.

As such, the problem is that emerging market finds themselves in-between two ideals, one of trying to globalise whilst at the same time trying to minimise pressure from western global infrastructures. Our mission at Tintra is to navigate down the middle of those two ideals, by building a regulatory framework familiar to the west, but built on a KYC/AML (Know Your Customer/Anti-Money Laundering) framework that's as culturally sensitive to these markets as it is advanced.

Operating as a fast-growth regulatory and financial Deep Tech company, we are building a clearing bank designed solely for emerging markets clients, the first we know to exist, with regulation at the forefront.

We are applying for regulatory licenses to operate from the UK, Qatar, Puerto Rico, Mauritius and other markets to form the platforms of Tintra's "Hubs" along with a number of other subsidiary licences. This approach consolidates our position as a global player, with the ability to transact across all developing jurisdictions and developed countries. 

Additionally, we are harnessing revolutionary tech to address the way 'the West' interacts with emerging economies, reducing the prejudice in bank decision making processes. Our patented artificial intelligence (AI) optimises payment processes and compliance between emerging and developed markets, as well as offering end-to-end AI technology that mitigates human intervention in KYC and AML. This is the key in levelling the playing field across global markets.

Our AI-first banking infrastructure is designed to not just to meet, but exceed, current global AML and KYC protocols, greatly reducing the risk of illicit financial flows (IFFs) through those Hubs and beyond. This is an approach which is recognised by the FATF (Financial Action Task Force), G20, and the regulatory authorities of other Partner Nations in Africa, Latin America and across Asia.

We are also building relationships incrementally with 'in-country' partners who share our passion for fiscal inclusion. In doing so, we wish to step away from Euro-American thinking, and explore the issues objectively, collaborating with global partners to best understand the problems that persist in emerging markets on the ground.

Through this approach, we are building an emerging world bank and global money movers see the value in our solution, investing accordingly partnering in the growth of Tintra.

So, what are we doing and why are we doing it?

We are building banking infrastructure technology systems that are focused on frontier and emerging markets, which it believes are underserved by today's environment. By creating an open, integrated banking capability, Tintra will offer software as a service ("SaaS") to its clients but uniquely sitting on its own global banking platform, using scalable infrastructure and application programming interface ("API") innovation.

As a Bank, Tintra will become the banking interface between African and Gulf states, Latin and Central America, and South-East Asia - enabling businesses and family offices in those jurisdictions to bank outside of their own territory and to be able to make payments globally, to standards in terms of service, KYC/AML recognition and cost-efficiencies that align with those of developed markets.

Tintra is dedicated to delivering best in class technology and services to ensure that the ability to access banking and make payments matches the demand for frictionless trade, particularly in emerging and frontier markets. Tintra intends to continue to build its financial services technology suite at pace, to be able to provide a full suite of banking infrastructure services within its target markets.

Strategy

During the reporting year and in post balance sheet events, the Company raised sufficient capital for its operations for the year ended 31 January 2022 and beyond. We have deep resource to capital through long held relationships and will continue to raise funds from family offices, institutions and UHNW associates rather than from the market. We would very much like to be running a more traditional model, but we feel for the scale we aspire to and the speed we wish to execute the AIM market does not currently offer the level of capital or the valuations that our model demands.

It is for this reason that, since July 2022, we are now dual quoted on the OTCQB market in New York. We have not activated it to date, but plan to do so in the final months of 2022 via a high-profile launch in the United States. The purpose of this process is that it fulfils a longer-term strategy to navigate toward a listing on NASDAQ in parallel with our UK AIM Listing in 2025. We need to focus on our execution strategy for the next 24 months and all efforts need to be on that, but as we move from building banks and technologies into operating them, we feel that NASDAQ will be the right home that will provide the fuller values to shareholders, current and future, that we see our operational model attracting.

Our original intention had been to raise $10m for 10% of the Company and stop at that for some time. The thinking was that this would allow the runway to get material traction on one of the major licenses and to start to develop our technology stack with a view to a further funding round in the first three months of 2023. For more information, see Note 1.1.

We very much believe that we are building a $10B+ business if we execute on our roadmap. Of course, there is material completion risk between here and there, but it is risk that we are aware of and are meticulously planned to navigate.

We remain fully capitalised for the run through to the end of the year, however there have been material changes both in the markets and in where we are on our roadmap. Our 90-Day Project Revolution was a resounding success, the result of it was a 400-something page book that covers the entire road map for our delivery - some of this book will be published for broader market information and I very much look forward to doing that.

This book, that was worked on by a team of more than 40 people, covers every aspect of our strategy to get from where we are to a fully built Deep Tech & Banking Company in 2.5 years' time. This progressed us perhaps 9 months from our previous road map and removed a lot of unknowns. This coupled with the fact that we fully expect our first major licence to be awarded in the autumn means that we took a strategic decision that the Series A funding round from earlier in the year was no longer the correct. As such we have structured our Series B funding round that will launch after the AGM and close during the autumn. This round we are looking to raise up to $25m for not more than 10% of the company. The round will likely be filled by those already in our orbit and commitments will be sought during the summer with a closing date as soon as the licence is awarded.

These funds will be sufficient for 18 months and will see delivery of licences in the UK, Puerto Rico and Qatar, in addition to Mauritius and along with the material advancement in other markets. They also provide all the funds required to deliver the tech stack. Toward the end of this section of our roadmap we see ourselves moving from a buildout to an operational business.

Whilst we have both a desire and need to not be too disclosive of our entire strategy we will share with the market information on the many aspects of work that are happening across our business and I encourage shareholders to follow the press as we start to share more and more over the coming six months.

Our Shareholders

The Company started the year to 31 January 2022 as a very different company to the one that it is today, so I think it important I share my thoughts on the lens through which shareholders should see, and ultimately judge us,

The Company has been on AIM (the AIM Market of the London Stock Exchange) for the best part of two decades, so we have shareholders that invested into a lottery business in the 2000's, into a payments business in the 2010's into a broad ranging business that included soccer pitches and legal services in the early 2020's. All of these with different motivations, different goals and different investment ideals and strategies. We have now narrowed the focus down to one of those legacy businesses, namely payments and then expanded it out into broader banking.

We are an unusual beast in many ways, we have a shareholder base that reflects this history. We don't yet have, although that's how I see the future, a shareholder base that are all bought in to the banking space, our journey, or indeed me personally. Many are, but more as I say may have been in this business for a decade or more.

If the first six months of my tenure was stabilising the legacy business and the second putting in place our plans for the future and working with governments and regulators to get buy in for our vision, the next 12 months is about execution on strategy.

As such we should be viewed as an R&D company for that period, judged on our ability to create value with intellectual property, gain licences by convincing regulators and governments of the merits of our strategy to them and build truly revolutionary technology.

To use the Roman adage, my strategy is to make haste slowly. Over the past 6 months we had to ensure the robustness of our model, our ability to fund it and establish that we would have governmental and regulatory support where we needed it. We have moved incredibly quickly but we have been meticulous in ensuring that all eventualities are considered. The planning phase was the most precarious and where the most attention needed to be spent, defining the strategy properly now means less variation later.

Now that is done over the next six months you will see an increase in our investor relations efforts and an uptick in our public relations. With the ultimate goal that in 12 months from now our investor base is all drawn from people that are invested in Tintra plc building and operating global banking that is bringing fiscal inclusion to the emerging world.

So, I encourage shareholders, and potential shareholders, to view us as a medium term investment strategy for their portfolio, we will continue to raise funds from institutional and family office relationships at valuations that those professionals and we agree on. And to view us as a development business and not on our historic trading, we will of course have trading activity coming online in line with the capability of our systems' evolution.

There are a number of further announcements that will be made during the summer that relate to the matters set out above and others that are to be announced in due course. I look forward to continuing at the same pace with the same urgency to deliver value to shareholders with a clear vision, an executable strategy and the changed management tactics to grow the business.

Consolidated Statement of Profit and Loss and Other Comprehensive Income

for year ended 31 January 2022

Consolidated Balance Sheet

At 31 January 2022

Consolidated Statement of Changes in Equity

for year ended 31 January 2022

Consolidated Cash Flow Statement

for year ended 31 January 2022