TIDMTNT
RNS Number : 5968S
Tintra PLC
10 March 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS 2019/310.
10 March 2023
TINTRA PLC
("Tintra", the "Group" or the "Company")
Strategic investment under current funding round,
update on the funding round
and
Total Voting Rights
The board of directors of Tintra (the "Board") is pleased to
confirm that, further to the Company's announcement of 30 November
2022 (the "November 2022 Announcement"), it has entered into a new
subscription agreement (under the current funding round) for
US$2,000,000 (the "Subscription").
Background
As announced by the Company on 10 January 2022, the Company had
previously agreed with a strategic Gulf-based investor for them to
subscribe for new ordinary shares in the Company, conditional on
the Group exiting its involvement in the lottery administration
business (the "Original Subscription") . The Original Subscription
expired following the passing of the long-stop date of 1 April
2022. Since then, and as indicated in the November 2022
Announcement, the Board has presented to certain High Net Worth
Investors and Family Offices, including the strategic Gulf-based
investor, and as a result the Company is pleased to confirm a new
investment by the strategic Gulf-based investor.
Subscription details
The Subscription will be made through a new special purpose
vehicle (the "SPV") which is being established by the Gulf-based
investor for the purpose of making the investment. The Subscription
has no conditionality, however based on earlier funding rounds
taking longer to close than anticipated, the funds due under the
Subscription are, under the agreement entered into between the
Company and the investor, contracted to be received within 45 days
to enable the establishment of the SPV.
The Subscription is for 141,483 new ordinary shares of 1 pence
each in the capital of the Company ("Ordinary Shares"), priced at
1178 pence per Ordinary Share, at an exchange rate of GBP1.00:$1.20
(the "Subscription Price").
For each two new Ordinary Shares purchased under the
Subscription, the investor will receive one warrant to subscribe
for new Ordinary Shares at an exercise price of 504 pence per
Ordinary Share for a period of five years, conditional on either
the market capitalisation of the Company exceeding US$500 million
for a period of three consecutive trading days or a future funding
round being concluded with a post-money valuation of US$500 million
or greater (the "Warrants"). A total of 70,742 Warrants will be
issued under the Subscription, once the funds are received.
Once the US$2.0m from the Subscription announced today is
received as per the above timetable, US$12m (out of the Board's
target to raise circa US$25m) will have been raised under the
current funding round.
Further announcements will be made by the Company as and when
appropriate in relation to amongst other matters, the Subscription
and the receipt of funds from the Gulf-based investor.
Richard Shearer, Tintra CEO, said, "We continue to make headway
in the funding round, both with conversations that have been
ongoing for some time and with new conversations starting. We have
strategically now broadened the geographic footprint of our funding
discussions in line with both macro-economic realities and the
advancing nature of the Puerto Rico IFE application. As such we are
now for the first time in funding discussions in Latin America over
the past few weeks from where we hope the next amounts to come
from.
We continue each week to make advances, and in some cases
breakthroughs, in the regulation, tech and culture verticals.
We have this week had our Head of African Strategy, Constantine
Chikosi in the offices in London all week where we have made
massive headway in Tintra's strategy for the African continent.
Having an ex-World Banker leading that for the past month or so has
changed the cadence of the African roll out unrecognisably and we
will be adding in funding discussions on that continent over the
coming few weeks.
The reality is that there remains a lot of capital globally
looking to deploy into Artificial Intelligence. That has not
changed, if anything the sector is becoming more desirable not less
and whilst it's not as fast as I'd like post the downturn we have
enough visibility on the discussions to feel comfortable that we
will continue to close out this round.
To the point where, learning lessons learned in the last few
months that things now take longer, we've also recently begun
early-stage conversations with two sovereign funds about what the
next round might look like and what they'd need to see us have
delivered and/or have operational before we'd meet their
criteria."
Update on Funding Round & Total Voting Rights
Further to the Company's announcement on 30 January 2023, the
Company is pleased to confirm that 684,594 new Ordinary Shares have
been issued in certificated form to Ares FZE LLC. Accordingly, a
pplication has been made to London Stock Exchange plc for 684,594
new Ordinary Shares to be admitted to trading on AIM ("Admission").
It is currently anticipated that Admission will become effective
and that dealings in the new Ordinary Shares will commence on AIM
at 8.00 a.m. on or around 16 March 2023.
On Admission, the Company will have 16,138,263 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
in issue and voting rights will be 16,138,263 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.
On Admission, Ares FZE LLC will hold the equivalent of 4.24% of
the Ordinary Shares in issue.
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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