Rule 2.8 and Proposed Tender Offer

LRB35 Limited

06 November 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.

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").

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.

FOR IMMEDIATE RELEASE

5 November2023

Proposed Tender Offer by LRB35 Limited for Tintra plc

No Intention to Make a Firm Offer

Further to the announcements by Tintra plc ("Tintra") on 7 September 2023 and on 5 October 2023, the boards of Tintra and LRB35 Limited ("LRB") have continued their discussions about a possible full cash offer by LRB to acquire the entire issued, and to be issued, share capital of Tintra at a price of 150 pence per Tintra ordinary share of 1 pence each ("Ordinary Shares"). The board of LRB is supportive of the growth strategy being pursued by Tintra.

During the discussions over the past number of weeks, the board of LRB has 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.

As such the board of LRB, in discussion with the board of Tintra, has therefore concluded that a significantly simpler, and potentially faster strategy, 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").

The Tender Offer would be subject to the consent of the Takeover Panel and would be made in accordance with Appendix 5 of the Takeover Code ("Code"), so that those Tintra Shareholders who did not wish to retain shares will be able to obtain cash for their Tintra Shares, subject to being scaled back in the event that the Tender Offer is oversubscribed.

Therefore, in accordance with Rule 2.6(a) of the Code, the board of LRB today announces that it does not intend to make a full offer for Tintra, but instead it intends to make the Tender Offer. Consequently, going forward, LRB is subject to the provisions of Rule 2.8 of the Code.

Tintra Shareholders should note there is no certainty at this stage that any tender offer will be made. Accordingly, shareholders are advised to take no action at this time.

Important Takeover Code notes

This is a statement to which Rule 2.8 of the Takeover Code applies.

As is customary under Rule 2.8 of the Takeover Code, LRB reserves the right to make or participate in an offer for Tintra (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Takeover Code) within the next six months following the date of this announcement:

i)             with the agreement of the Tintra Board;

ii)            following the announcement of a firm intention to make an offer for Tintra by or on behalf of a third party;

iii)           following the announcement by Tintra of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover Code) or a reverse takeover (as defined in the Code); or

iv)           where the Takeover Panel has determined that there has been a material change of circumstances.

This announcement has been made with the consent of Tintra.

For further information, contact:

LRB 35 Limited	[phone]
Max Bascombe
Cairn Financial Advisers LLP (Financial Adviser to LRB)	[phone]
Sandy Jamieson / Jo Turner

Notice related to financial adviser

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Cairn Financial Advisers LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the LRB and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than LRB for providing the protections afforded to its clients nor for providing advice in relation to the subject matter of this announcement.

Website publication

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Tintra's website (www.tintra.com) by no later than noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END