TIDMTNT
RNS Number : 7370O
Tintra PLC
05 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS CONSIDERED
TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS INCORPORATED INTO
UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR
AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
FOR IMMEDIATE RELEASE
5 October 2023
Tintra plc
("Tintra", the "Group" or the "Company")
Extension of PUSU deadline pursuant to Rule 2.6(c) of the
Code
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.
Discussions between Tintra and LRB are continuing and therefore
t he Company today announces that the directors of Tintra (the
"Board") have requested, and the Panel on Takeovers and Mergers
(the "Panel") has consented to, an extension to the deadline by
which LRB is required either to announce a firm intention to make
an offer for Tintra in accordance with Rule 2.7 of the Code or to
announce that it does not intend to make an offer, until 5.00 p.m.
(London time) on 5 November 2023.
This deadline can be further extended by the Board with the
consent of the Panel in accordance with Rule 2.6(c) of the
Code.
Although discussions between Tintra and LRB are ongoing, this
announcement does not amount to a firm intention to make an offer
under Rule 2.7 of the Code, and there can be no certainty that any
firm offer will be made.
Further announcements will be made as appropriate.
The Company remains in an 'offer period' in accordance with the
rules of the Code and the attention of Tintra shareholders is drawn
to the continuing disclosure requirements of Rule 8 of the Code,
which are summarised below.
For further information, contact:
Tintra PLC
(Investor Relations)
ir@tintra.com
Website www.tintra.com 020 3795 0421
Allenby Capital Limited
(Nomad, Financial Adviser & Broker
to Tintra plc)
John Depasquale / Nick Harriss / Vivek
Bhardwaj 020 3328 5656
Notice related to financial adviser
Allenby Capital Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Tintra and for no one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Tintra for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) at
www.tintra.com by no later than 12 noon (London time) on the
business day following the date of this announcement. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
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END
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