TNT.L Regulatory News (TNT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS CONSIDERED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS INCORPORATED INTO UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

7 September 2023

Tintra plc

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

Announcement regarding possible offer

The board of directors (the "Board") of Tintra, the rapidly innovating Deep Tech & Banking business, announces that, following a period of lengthy and extensive negotiations, it has reached an in principle agreement on the terms of a possible cash offer by LRB 35 Limited ("LRB"), an unquoted special purpose vehicle formed for this purpose, currently controlled by its directors, Tariq Al Abdulla and Andrew Bascombe, but with backing from other existing non-management shareholders of Tintra, to acquire the entire issued, and to be issued, share capital of the Company.

LRB's proposal is in respect of a possible offer at a price of 150 pence per Tintra ordinary share of 1 pence each ("Ordinary Shares") in cash, with a share exchange alternative (the "Proposal"). The Board of Tintra has indicated to LRB that it would be minded to recommend the Proposal to Tintra's shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Takeover Code (the "Code") be announced on such terms.

The Proposal, if it was to proceed to a formal offer, is subject to the satisfaction or waiver of a number of customary pre-conditions, including satisfactory completion of due diligence and the finalisation and documentation of financing for the transaction.

In accordance with Rule 2.6(a) of the Code, LRB is required, by not later than 5.00 p.m. on [5] October 2023, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an "offer period" has now commenced in respect of Tintra in accordance with the Code and the attention of Tintra shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below. 

Shareholders should note there is no certainty any formal offer will be made, even if the pre-conditions referred to above are satisfied or waived. Accordingly, shareholders are advised to take no action at this time.

Prior to this announcement it has not been practicable for LRB to make enquiries of all persons acting in concert with it to determine whether any dealings in Tintra Ordinary Shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for LRB, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than Opening Position Disclosure deadline set out below.

This announcement has been made with the consent of LRB.

For further information, contact:

Notice related to financial adviser

Allenby Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Tintra and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Tintra for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Cairn Financial Advisers LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the LRB and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than LRB for providing the protections afforded to its clients nor for providing advice in relation to the subject matter of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.tintra.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Tintra confirms that as at the date of this announcement, its issued share capital consists of 17,727,953 ordinary shares of 1 pence each. The International Securities Identification Number for Tintra's ordinary shares is GB00BHXM9D70. Tintra holds no shares in treasury.