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6 November 2023

Tintra plc

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

Replacement of Possible Offer with a Tender Offer

Proposed delisting from trading on AIM

On 7 September 2023, the Company announced that it had 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, to acquire the entire issued, and to be issued, share capital of the Company at 150 pence per Tintra ordinary share of 1 pence each ("Ordinary Shares") ("Possible Offer").

On 5 October 2023 the Company announced that discussions between Tintra and LRB were continuing and that the Panel on Takeovers and Mergers (the "Panel") had consented to an extension to the deadline by which LRB was required either to announce a firm intention to make the Possible Offer in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") or to announce that it does not intend to make an offer.

The Board of LRB yesterday announced that it had received indications from holders of a majority of the issued share capital of Tintra that they support the development of Tintra, and consequently that they would not wish to accept a cash offer at 150 pence per Ordinary Share, but would wish to retain their Ordinary Shares in Tintra. LRB also stated that it remains supportive of the growth strategy being pursued by Tintra.

Having been in discussion with LRB, Tintra understands that LRB has concluded that a significantly simpler, and potentially faster structure, will be for it to instead pursue its interest in Tintra by making a tender offer to bring its total shareholding up to 29.9% of the issued share capital of Tintra at 150 pence per Ordinary Share ("Tender Offer"). Tintra is supportive of LRB's rationale and strategy and notes that the Tender Offer would be subject to the consent of the Panel and would be made in accordance with Appendix 5 of the Code.

The Company is pleased that its shareholders will have the option individually to retain their Tintra shares to participate in Tintra's future as it continues to execute on its mission or to accept the Tender Offer to obtain cash for their Tintra shares, subject to any need for scaling back in the event that the Tender Offer is subscribed above 29.9%.

The Company is also pleased that the board of LRB has expressed its support of Tintra's growth strategy. Having spent significant time working on this process, the Board of Tintra are supportive of this revised approach by LRB as it is more straightforward and efficient than the previous Possible Offer. The Company believes the Tender Offer does not make any material change in value to shareholders compared to the Possible Offer, and that it is a change in process to achieve the same outcome.

The Board considers that Tintra would be better able to raise the capital it needs to develop the business as a private company.  As such the Board of Tintra intends to convene a general meeting of Tintra shareholders in order to obtain the requisite approval to effect a cancellation of the Company's ordinary shares to trading on AIM, in accordance with Rule 41 of the AIM Rules for companies (the "Cancellation"). A further announcement will be made when a circular to shareholders is published in connection with the Cancellation, it is expected that this will be during November.

Tintra shareholders should note there is no certainty at this stage that any tender offer will be made. A further update will be forthcoming shortly and accordingly, shareholders are advised to take no action at this time. 

In accordance with Rule 2.6(a) of the Code, the Board of LRB has announced that it does not intend to make a full offer for Tintra, and consequently LRB is subject to the provisions of Rule 2.8 of the Code.

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