Update on proposed sale of Lottery & Funding Round

TINTRA PLC

 (“Tintra”, the “Group” or the “Company”)

 

Update on proposed sale of Lottery Business & Funding Round

Update on proposed sale of Lottery Business

Further to the Company’s previous announcements, most recently on 25 February 2022, the board of directors of Tintra (the “Board”) would like to provide an update in respect of the proposed sale of certain assets of Prize Provision Services Limited (the “Lottery Administration Business”) to Sterling Management Centre Ltd (the “Buyer” or “Sterling”).

The Company continues to work closely and constructively with Sterling to conclude the transaction and the Board expects a successful outcome on the terms set out in the Company’s announcement of 21 October 2021, however the transaction has not yet completed. The regulatory complexity of liaising with the Gambling Commission to complete a transaction that includes some 746 charitable societies, whilst equally importantly ensuring that none of those worthy causes are disadvantaged during the transfer of control, has proven to be a very complex endeavour. The Company will provide further updates in due course.

Conditional on the sale of the Lottery Administration Business is an investment from a strategic Gulf-based investor for US$2,000,000 through the issue of 297,022 new Ordinary Shares announced on 10 January 2022.

This subscription agreement in respect of this investment has a long stop date of 1 April 2022 that gives the investor the right to withdraw from the transaction should they wish after this date. The investor has verbally confirmed to the Board their intention to continue with the transaction and not exercise that right at this time. Their investment remains conditional on the sale of the Lottery Administration Business by the Company. A further announcement will be made in the event of any change.

Receipt of Funds

The Board has received confirmation that the US$250,000 in settlement of the subscription for 37,128 new ordinary shares of 1 pence each (“Ordinary Shares”) in the capital of the Company (the “Subscription Shares”) at a subscription price of 504p per share, as set out in the announcement of 7 March 2022, has been sent by the investor’s bank.  A further announcement will be made on receipt of the funds.  An application for the Subscription Shares to be admitted to trading on AIM (“Admission”) will be made shortly, with Admission expected to become effective on or around 7 April 2022.  The subscriber will also be issued 74,256 Warrants on the terms set out in the announcement of 7 March 2022.

Total Voting Rights

On Admission, the Company will have 14,551,647 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 and voting rights will be 14,551,647 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.

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