TNT.L Regulatory News (TNT)

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR")

16 December 2022

Tintra plc

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

US$10,000,000 Placement

The board of directors (the "Board") of Tintra, the rapidly innovating Deep Tech & Banking business, is pleased to announce the completion of a placement to Fintech Leaders Fund, LLC (the "subscriber"), a U.S.-based institutional investor, pursuant to a share placement deed (the "Deed").

The placement will initially raise US$3,000,000 as a subscription for ordinary shares with the par value of 1 pence each in the capital of the Company ("Shares") worth US$3,150,000. Following the initial subscription, Tintra will have a period of four months in which it may exercise an option to raise an additional US$2,000,000 (subject to the terms of the Deed) from the subscriber as a subscription for Shares worth 105% of the amount raised, such additional raise to be completed within six months of the initial subscription. Additional funding of up to US$5,000,000 is available at Tintra's request, with the consent of the subscriber, in subscriptions for Shares worth 105% of the amount raised. Further information regarding the placement is set out below.

The proceeds from the placement will be used by Tintra to fund the continuing development of the Company's artificial intelligence platform and regulatory licensing build, as well as for general working capital purposes.

Each subscription under the Deed will be made by the subscriber by way of prepayment for Shares to be issued at the subscriber's request within twenty-four months of the date of the subscription (the "Subscription Shares"), at the Subscription Price, subject to the Floor Price, as set out below.

The Subscription Price of the Subscription Shares will initially be equal to £5.04 per Share, representing a premium of approximately 94% to the closing price of Tintra's Shares on 15 December 2022. Subject to the Floor Price described below, the Subscription Price will reset after the initial month to the average of the five daily volume-weighted average prices selected by the subscriber during a specified period immediately prior to the date of the subscriber's notice to issue Subscription Shares, less an 8% discount, rounded down to the nearest pence.

Further, the 8% discount in the Subscription Price formula will be reduced by 2% (being a reduction of approximately 25% in the discount rate), if Tintra achieves any of the ESG (environmental, social and governance) objectives agreed between the Company and the subscriber (the "ESG Milestones"). The ESG Milestones will include Tintra commencing operations in unbanked or underbanked African nations and obtaining or improving ESG certifications.

Further, the Subscription Price will not be the subject of a cap and will be the subject of the Floor Price of £1.10 per Share. If the Subscription Price formula results in a price that is less than the Floor Price, the Company may elect not to issue shares and instead opt to repay the applicable subscription amount in cash (with a 9% per annum premium), subject to the subscriber's right to exclude 30% of the subscription from such repayment.

Tintra will have an additional right (but no obligation) to repay the subscriptions in cash based on the market value of the underlying Subscription Shares (with a 5% premium) at any time within an agreed period. In addition, Tintra will have a further right (but no obligation) to forego issuing Shares in relation to the subscriber's request for issuance and instead opt to repay the subscription by making a payment to subscriber equal to the market value of the Subscription Shares that would have otherwise been issued.

The subscriber has agreed to certain, substantial, limitations on its ability to dispose of the Shares it receives. The subscriber is also contractually precluded from shorting the Company's Shares.

Application will be made to the London Stock Exchange for any ordinary shares issued and allotted in relation to the subscriptions to be admitted to trading on AIM. Such ordinary shares will only be issued to the extent that the Company has corporate authority to do so.

The subscriber will not be obligated to provide the second subscription, if the market price of the Shares is below £1.60 and does not recover to above that level within three months after the subscriber notifies the Company. The proceeds from the second subscription will not exceed 6.4% of the Company's market capitalisation, without the subscriber's consent.

The Company will issue to the subscriber 55,000 Shares in satisfaction of a fee. The Company has applied for admission of these Shares to trading on AIM, and this is expected to become effective on or about 22 December 2022. On admission, these shares will rank pari passu with all existing ordinary shares in the Company.

Concurrent with the initial subscription, the Company will issue 280,000 of the Subscription Shares to the subscriber, with the balance to be issued as set out above. The Company has applied for admission of these Shares to trading on AIM, and this is expected to become effective on or about 22 December 2022. On admission, these shares will rank pari passu with all existing ordinary shares in the Company. In lieu of applying these Subscription Shares towards the aggregate number of Subscription Shares to be issued, the subscriber may make an additional cash payment to the Company.

Richard Shearer, Tintra CEO, said, "As we have progressed through our current funding round the macro market headwinds have increased substantially, however I have been truly encouraged by the amount of support and interest we continue to receive as we move toward closing out the various commitments to the round.

As we continue to move through that process and with an unknown 2023 ahead, the Company took a view that having as deep a recourse to capital now as possible will insulate us from any further market downturns. Whilst we remain somewhat optimistic about the macro trends next year, the uncertainty has lead us to act with an abundance of caution. As such we set out to find a funding partner that shared our vision.

As such we are delighted to announce today this investment that will sit alongside, rather than replace part of, the current round and give the Company access to cash over and above the budgeted need should it be required.

This support from Fintech Leaders Fund is another validation of the strength of our mission especially with a team that shares our vision of revolutionising how emerging markets directly benefit from financial inclusion. Not least by their alignment of thinking on the importance of robust ESG goals supported by the work of The Tintra Foundation and of Tintra plc as we drive financial inclusion into emerging markets.

In sharing this vision Fintech Leaders Fund have 'put their money where their mouth is' in this regard by agreeing to a 25% reduction in the discount rate on their share subscription if the Company achieves a pre-agreed ESG milestone. This reduction in the discount from 8% to 6% is meaningful. The driver being our commencing the deployment of our technology into Africa where we continue to build Artificial Intelligence to make Real Change ™."

As at today's date, the Company will have 15,118,669 Shares in issue with each Share carrying the right to one vote. There are no Shares currently held in treasury. The total number of voting rights in the Company is therefore 15,118,669 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. An update on the Company's total voting rights will be provided once the initial subscription is completed, and the number of Shares currently in issue does not include any Shares to be issued under this investment.

In line with the Company's announcement on 30 November 2022, the Company continues to intend to raise circa US$25m during the current funding round. This investment is intended to sit alongside the current funding round which is targeted to close before the end of January 2023. However, as previously expressed, that can be no certainty that the remaining funding round proceeds in line with the outlined terms.

For further information, contact:

This announcement is released by Tintra plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of UK MAR, encompassing information relating to the placement mentioned above. For the purposes of UK MAR, this announcement is made by Hannah Hatfield, Communications Head of Tintra plc.