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

8 December 2021

TINTRA PLC

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

Provision of Guarantees to St Daniel House Ltd

In line with the previously announced continuing change management process, and prior to the current funding round being completed, the board of directors of Tintra (the "Board") is pleased to announce a strategy, in collaboration with Tintra Acquisitions Limited, ("TAL"), the Company's largest shareholder and commercial partner, for TAL to provide guarantees on amounts owed by St Daniel House Ltd ("SDH"), the Group's wholly owned payment processing subsidiary (the "Guarantees").  The Guarantees are for a total of £1,369,021.12 and relate to certain liabilities on the Group's balance sheet (the "Arrangement").

Since TAL entered into the Strategic Financing and Commercial Agreement with the Company, as announced on 25 March 2021 (the "Original Agreement"), there has been a root and branch review of the entire Group, with several developments from this review already announced.   Under this review, a number of historic issues have been addressed, and the Arrangement is part of this.

The audited annual accounts for the year to 31 January 2021, announced on 27 July 2021, showed a Group net liability position of £1.513m, the vast majority of which related to the payment processing business.  This improved to a net liability of £1.179m at the half year stage (announced 29 October 2021), however the Board has concluded that SDH will not be able to fulfil the net liability position in a timeline that is sufficient to allow the Company to execute on its previously announced plans.

During this review process, it also became clear that a number of the SDH operational processes were not satisfactory for the business to operate at the high level expected by the Board and these have been changed.

As a result, TAL has agreed to provide the Guarantees, which it expects to be called during Company's half year to 31 July 2022.  TAL has agreed with the Board that it will forgive any liabilities that may accrue with SDH as a result of the Guarantees being called.  It is therefore anticipated that the Group's balance sheet will be significantly strengthened as a result of the Arrangement by an amount equal of close to the amount of the Guarantees.  TAL will receive no consideration for providing the Guarantees and has agreed with the Board to consider them and any amounts paid out under the Guarantees as an additional cost element to the Original Agreement.  The review and restructuring of SDH has been undertaken with the support of the wider Tintra organisation under the terms of the Original Agreement, and does, in the Board's opinion, demonstrate the wider commercial and managerial expertise that are now available to the Group under the Original Agreement.

As a result of the above, a number of management and other personnel changes have been made within SDH.  In addition, Dan Pym, the Group Finance Director, will leave his job at the end of this week.  The Company expects to make an announcement regarding his replacement prior to his departure.

The provision of the Guarantees constitutes a related party transaction under the AIM Rules for Companies. The Board, other than Mr Cripps and Mr Shearer (who are both directors of TAL), consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Richard Shearer, Tintra's CEO, said, "This is another step, perhaps the final one, in moving the Company away from its historical issues and readying it for growth. I have taken these steps, in my capacity as Founder of Tintra Group as well as CEO of the Company, to ensure that by removing this liability from the Group balance sheet the Company is in as good shape as possible prior to external investment from our current funding round.

I am confident that the team in place is now of a level that I expect, and that processes and procedures are substantial in a way that looks like the Company of tomorrow rather than yesterday and I am very much looking forward to the exciting future that we are building." 

Substantial Shareholder Disclosure

As a result of a restructuring of the wider Tintra organisation, TAL is now indirectly wholly owned by Tintra Holdings Limited ("TH").  The primary activities of TH are as a hybrid Family Office and investment management firm which focuses on providing solutions to emerging market clients.  TH is based in the United Arab Emirates, operating from Dubai and incorporated in the Ras Al Khaimah International Corporate Centre.  TH is controlled by Richard Shearer, a director of both the Company and TAL.  TAL owns 3,290,633 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares"), equivalent to 24.62% of the issued Ordinary Shares.

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