TIDMTNT
RNS Number : 2451E
Tintra PLC
27 October 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
27 October 2022
TINTRA PLC
("Tintra" or the "Group" or the "Company")
Half-Yearly Results for the six-months ended 31 July 2022
Key Highlights
-- GBP1,707,029 (US$2,250,000 at February 2022 FX rates) of new
capital raised by the Company in the period since 31 Jan 2022.
-- The Company has built upon its existing payment processing
business by fully transitioning into a Deep Tech & Banking
business focused on building the technology and infrastructure for
its platform. This is currently planned to the launch in late 2023.
As such all revenues ceased and the Company has not generated
revenue during the reporting period ending July 31, 2022.
-- The Company has not expected to make a profit during this
transitionary period, as it focuses on delivering on its commitment
to democratise finance and be the first global Web 3.0 clearing
bank and does not expect to do so for the remainder of 2022.
-- With the completion of the sale of certain of the assets of
Prize Provision Services Limited's external lottery administration
business, announced 18 October 2022 , the Group's divestment of all
legacy non-core business units is complete.
-- The Company, as previously announced, holds, has applied for
or is in the process of applying for banking and financial services
licences or patents in 6 key global jurisdictions to support its
business plans.
-- Contracts have been entered into between the Company and
Temenos , who will provide its core banking software to Tintra,
which will be integrated with Tintra's innovative artificial
intelligence-based approach to customer and transaction
identification, details of which were announced by the Company on
14 September 2022.
Commenting on the results and outlook, Chairman of the Board of
Directors, Mr Roger Matthews, said:
These six-monthly results are in line with what the Board
expected and estimated, with no income generation as the Company
shifted entirely into the development and build of its technology
and infrastructure for its new platform.
Our focus continues building this deeply innovative, highly
regulated new business, implementing a unique combination of
Tintra's proprietary AI-driven technology and deployment of market
leading systems technology, supported by a growing number of global
banking and payment services licences, supported by patents
totalling 4 during the period with more to come and a very strong
ESG framework driven in large part by the work of the Tintra
Foundation.
Our team that now includes professionals with PhDs across a
range of disciplines, sector experts that are working in multiple
countries as well as areas of our business.
I am extremely pleased with the high level of commitment by our
staff of achieving our objectives and goals which are developing at
impressive pace. Not least the delivery of a book, previously
summarised in our annual report, of original thinking that was
produced that now forms the backbone of the reborn Company that is
in many ways revolutionary.
Commenting on the results and outlook, Chief Executive Officer,
Mr Richard Shearer, said:
The first six months of the financial year saw the transition
from the old business to the new materially complete business,
building upon the Group's legacy payment processing activities. In
this regard, the business and all the various teams are focused 90%
on the future. We continued to make bold statements and execute on
them. The remainder of 2022 will see that forward focus increase to
100%.
With all non-core legacy businesses gone, we now have dozens of
brilliant minds focused solely on our mission of bringing financial
inclusion to a world in which it is sorely and unfortunately
lacking.
Our mission is big, it is complicated and it is challenging, as
such the first six months of the year were about defining the goals
of what success looked like in a way that made it not an abstract
vision but an achievable reality. This included a vast amount of
work in technology, artificial intelligence, ethnography, politics,
and regulation. The result, which has been reported upon elsewhere,
was a major book that sets out very clearly in deep detail what we
need to do politically, technologically, and financially to achieve
those goals along with the award of licences in Mauritius and Qatar
and patents in the United States and the United Kingdom.
Having the strategy now so clearly articulated means that we are
now firmly in the delivery phase which manifests itself as the
build out. This is a mixture of technology and regulation with
distinct teams working on both, primarily in London for technology
and in a range of geographies on the regulation piece.
I speak to Central Bankers, investors, Governments and leading
business figures from around the world every week and the support
and encouragement that our mission receives is constantly humbling
to me, but at the same time it is wonderfully energising that our
mission is so of the moment in so many peoples' minds that we
simply must succeed, and succeed we will.
I am passionate beyond words about our mission and more and more
people join in that passion daily.
With our funding round close to completion, on terms materially
in line with those previously indicated before the end of November,
we now are moving into the deep work phase where we make
innovative, valuable, and material leaps that will in time
revolutionise banking across the emerging world as we use
Artificial Intelligence to bring Real Change(TM).
This next six months will see the award of further licences and
further inventions in technology as we focus on delivery of our
latest Project Execution in July 2023.
About Tintra PLC
Tintra PLC (Ticker: TNT) is an AIM quoted company, with its
principal activities in the near term being the research,
development and delivery of a global banking infrastructure focused
on emerging markets.
With a team that comprises academics, scientists,
geo-politicians, technologists and experienced business leaders the
Company has already positioned itself as a revolutionary voice in
both banking and technology.
Digital or full bank licences to operate have been awarded or
the application process has commenced in key global territories and
patents been applied for in the United Kingdom and the United
States.
For further information, contact:
TINTRA PLC 020 3795 0421
Richard Shearer, CEO
Website www.tintra.com
Allenby Capital Limited 020 3328 5656
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss / Vivek
Consolidated Statement of Profit
and Loss and Other Comprehensive
Income 2022 2021 2022
Half Year 31(st) Full Year
July (Un-Audited) 31(st) January
(Audited)
Notes GBP000 GBP000 GBP000
Continuing operations
Revenue - 596 351
Cost of revenue - (521) (469)
------------------- --------------------
Gross profit - 75 (118)
Administrative expenses
General and administrative expenses (465) (779) (1,098)
Loss on disposal of fixed assets - - (15)
Impairment of financial assets - - (334)
------------------- --------------------
Total administrative expenses (465) (779) (1,447)
Fair value gain on financial assets - - 670
Operating loss (465) (704) (895)
Finance expenses 21 - (59)
Loss before tax (444) (704) (954)
Loss in the period from continuing
operations (444) (704) (954)
Discontinuing operations
Income/(Loss) from disposal group
classified as held for sales 4 (1) (348)
Gain/(Loss) on discontinued operations 4 - 992 848
Total loss from discontinued
operations (1) 992 500
Other comprehensive income/(loss)
Exceptional items - (194) -
Total Exceptional items - (194) -
Loss in the period (445) 94 (454)
TOTAL COMPREHENSIVE LOSS IN THE
PERIOD (445) 94 (454)
==================== =================== ====================
Loss per share
Basic loss per share 2 (3p) 2p (5p)
Diluted loss per share 2 (3p) 2p (5p)
Consolidated Balance Sheet 2022 2021 2022
Half Year 31(st) Full Year
July 31(st) January
(Un-Audited) (Audited)
Notes GBP000 GBP000 GBP000
Non-current assets
Property, Plant, and equipment 40 30 40
Goodwill - 158 -
Other intangible assets - 14 -
Non-current other receivables - - 35
Investments in debt instruments 1,917 1,247 1,917
-------- ----------------
Total non-current assets 1,957 1,449 1,992
Current assets
Trade and other receivables 161 332 151
Cash and cash equivalents 1,093 1,042 512
-------- ----------------
1,254 1,374 663
Disposal group classified as held
for sale - Assets 295 - 367
295 - 367
Total current assets 1,549 1,374 1,030
TOTAL ASSETS 3,506 2,823 3,022
Current liabilities
Trade and other payables 1,516 2,864 2,126
Bank and other borrowings 7 6 7
-------- ----------------
1,523 2,870 2,133
Disposal group classified as held
for sales - Liabilities 204 - 279
204 - 279
Total current liabilities 1,727 2,870 2,412
Non-current liabilities
Trade and other payables - non-Current - 1,132 -
Bank and other borrowings 365 - 434
-------- ----------------
Non-current liabilities 365 1,132 434
TOTAL LIABILITIES 2,094 4,002 2,846
NET ASSET/ (LIABILITIES) 1,414 (1,179) 176
========= ======== ================
Equity attributable to equity holders
of the Group
Share capital 3 3,233 3,131 3,230
Share premium 6,932 3,319 5,252
Other reserves 141 100 141
Retained earnings (8,892) (7,729) (8,447)
-------- ----------------
Total equity attributable to equity
holders of the Group 1,414 (1,179) 176
========= ======== ================
Consolidated Statement Share Share Other Retained Total equity
of Changes in Equity capital premium Reserves earnings
GBP000 GBP000 GBP000 GBP000 GBP000
Balance as at 31 January
2021 3,127 3,277 100 (8,017) (1,513)
Issue of share capital 4 236 - - 240
Profit for the year - - - 94 94
Transfer relating to
share issues - (194) - 194 -
Balance as at 31 July
2021 3,131 3,319 100 (7,729) (1,179)
Balance as at 31 January
2022 3,230 5,252 141 (8,447) 176
Issue of share capital 3 1,680 - - 1,683
Loss for the year - - - (445) (445)
Balance at 31 July 2022 3,233 6,932 141 (8,892) 1,414
2022 2021 2022
Consolidated Cash Flow Statement Half Year 31(st) Full Year
July 31(st)
(Un-Audited) January
(Audited)
Notes GBP000 GBP000 GBP000
Cash flows from operating activities
Profit/(Loss) before tax
Continuing operations (444) (763) (954)
Discontinued operations (1) - 500
-------------- ------------ --------------
(445) (763) (454)
Adjustments for:
Depreciation 5 5 2
Amortisation - - 5
IFRIC 19 charge - 194
Financial expenses - - (28)
Fair value adjustments - - (670)
Loss on disposal of fixed assets - - 30
Disposal group classified as held 70 - -
for sale - Assets
Disposal group classified as held (75) - -
for sale - Liabilities
(Gain) on disposals of subsidiaries - - 848
-------------- ------------ --------------
(445) (564) (267)
Movement in working capital:
Decrease/(Increase) in trade and
other receivables (32) 165 (361)
Decrease/(Increase) in Non-Current
trade receivables - - (35)
(Decrease)/Increase in trade and
other payables (552) (388) (1,880)
-------------- ------------ --------------
Cash generated by operations (1,029) (787) (2,543)
Interest paid - - -
Net cash from operating activities (1,029) (787) (2,543)
Cash flows from investing activities:
Disposal of property, plant, and - - -
equipment
Acquisition of property plant and
equipment (5) - (40)
Net cash used in investing activities (5) - (40)
Cash flows from financing activities:
Changes in share capital 1,684 - 2,035
Lease payment - (5) -
Cash from loan - 750 134
Repayment of bank loan (5) (5) (6)
Net decrease in bank and other borrowings (64) - -
Net cash used in financing activities 1,615 740 2,163
Net (decrease)/increase in cash
and cash equivalents 581 (47) (420)
Cash and cash equivalents at start
of period 512 1,089 932
Cash and cash equivalents at end
of period 1,093 1,042 512
============== ============ ==============
There is no material difference between the fair value and the
book value of cash and cash equivalents.
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL REPORT FOR
THE SIX MONTH PERIODING 31 JULY 2022; FURTHER DETAIL IS SET OUT IN
THE GROUP'S FULL YEAR ACCOUNTS AND FINANCIAL STATEMENT OF 31
JANUARY 2022, THE METHODOLOGY BEING UNCHANGED SINCE THEN
Tintra PLC is a public company limited by shares incorporated
and domiciled in the United Kingdom and registered in England and
Wales under the Companies Act 2006.
The Group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the "Group"). The
parent company financial statements present information about the
Company as a separate entity and not about its group.
The Group financial statements have been prepared and approved
by the directors in accordance with International Financial
Reporting Standards in conformity with the requirements of the
Companies Act 2006.
1 Basis of Preparation
These interim results for the six months ended 31 July 2022 have
been prepared using the historical cost and fair value conventions
on the basis of the accounting policies set out below. This interim
report has been prepared in accordance with International Financial
Reporting Standards ("IFRSs"); it is not in accordance with IAS 34
and therefore is not fully compliant with IFRS.
These interim results have been prepared under the historical
cost convention. Areas where other bases are applied are identified
in the accounting policies below.
The financial information for the year ended 31 January 2022
does not constitute the Company's statutory accounts for that year
but is derived from those accounts. Statutory accounts for 31
January 2022 have been delivered to the Registrar of Companies. The
auditors reported on those accounts, which can be found on our
website.
This announcement contains certain forward-looking statements
with respect to the operations, performance and financial position
of the Group. By their nature, these statements involve uncertainty
since future events and circumstances can cause results and
developments to differ materially from those anticipated. The
forward-looking statements reflect knowledge and information
available at the date of the preparation of this announcement and
the Company undertakes no obligation to update these
forward-looking statements. Nothing in this Interim Financial
Report should be construed as a profit forecast.
The unaudited interim financial report, which is the
responsibility of the directors and was approved by them on 25
October 2022, does not constitute statutory accounts within the
meaning of Section 435 of the Companies Act 2006.
This report is available on Tintra PLC's website at
www.tintra.com. Copies are available from the Company at its
registered office: 2nd Floor Berkeley Square House, Berkeley
Square, London, W1J 6BD.
1.1 Change in accounting policy
There have been no changes in accounting policies since 31
January 2022 apart from those due to the adoption of new or amended
accounting standards. These include adoption of certain IFRS
standards that are not yet effective will be adopted by the Group
in future periods, as set out in the Group's full year accounts
dated 31 January 2022.
1.2 Going concern
In these financial statements the Group reported an operating
loss of GBP446,000 (H1 2021: Profit GBP94,000) and has net assets
of GBP1,414,000 (H1 2021: net liabilities GBP1,179,000). The
Company is well capitalised for its current burn rate and is
currently in the process of raising $25,000,000 as part of our next
funding round announced in July 2022.
The current funding round once completed will provide a runway
for the build of the banking technology and licensing that will
last 15-18 months and take the Company to early revenue and into
our next funding round.
The Directors are therefore confident that the Group will be
able to generate sufficient resources to meet the Group's future
cash flow requirements and settle its liabilities as they fall due.
Therefore, the Directors are of the opinion that the Group has
adequate resources to continue in operation for the foreseeable
future and they consider it appropriate to adopt the going concern
basis in preparing the financial statements.
2 Earnings per share
The calculation of basic earnings per share and diluted earnings
per share is based on the results and weighted average number of
ordinary shares as follows:
At 31 July 2022 2022 2021 2022
Full
Half Year Period Year
======================= ====================
31-Jul 31-Jan
======================= ====================
(unaudited) (audited)
======================= ====================
Numerator: earnings attributable to
equity (GBP000) (446) 94 (456)
=========== ========== ====================
Denominator: weighted average number
of equity shares 14,612,992 4,323,074 8,491,077
=========== ========== ====================
The denominator as of 31 July 2022 is calculated as the weighted
average of the 14,514,519 equity shares as at 1 February 2022 plus
37,128 shares issued in April 2022, 148,511 shares issued in April
2022, and a further 148,511 shares issued in April 2022.
As of 31 July 2022, the Shareholdings of the Board and
Significant Shareholders (as defined in the AIM Rules for
Companies) was as follows, to the best of the Company's
knowledge:
Significant & Director shareholders
Shareholdings in the Company of greater than 3% are
as follows:
------------------------------------------------------------- --------------
Number of Percentage
Ordinary of Ordinary
Shareholder Shares Held Shares Held
-------------- --------------
Tintra Acquisitions Limited (1) 3,818,611 25.72%
-------------- --------------
Phil Jackson (2) 2,289,958 15.42%
-------------- --------------
Oyster Trust SARL as Trustee 1,122,941 7.56%
-------------- --------------
Time Machine Capital 2 Limited 636,475 4.29%
-------------- --------------
Andrew Flitcroft 627,237 4.22%
-------------- --------------
Jonathan Edwards 506,507 3.41%
-------------- --------------
Empire Global Management Ltd 500,000 3.37%
-------------- --------------
Roger Matthews* 104,407 0.70%
-------------- --------------
Kathy Cox * 30,000 0.20%
-------------- --------------
John Cripps* 15,000 0.10%
-------------- --------------
1. Richard Shearer, CEO of the Company, indirectly controls Tintra
Acquisitions Ltd.
2. Includes Ordinary Shares held by Moorhen Limited and Pintail
Holdings Ltd, companies controlled by Mr. Jackson and 33,333 Ordinary
Shares held by Tilly Beazley, Mr Jackson's wife.
3. * Director of the Company
3 Equity Share Capital
At 31 July 2022 2022 2021 2022
Half Year Period Full Year
=============================== ================================ ==================
31-Jul 31-Jan
=============================== ================================ ==================
(unaudited) (audited)
=============================== ================================ ==================
GBP000 GBP000
=============================== ================================ ==================
Ordinary shares of 1p each 148 46 145
=============== =============== ==================
Deferred shares of 0.99p each 3,085 3,085 3,085
=============== =============== ==================
3,233 3,131 3,230
=============================== =============== =============== ==================
Deferred shares carry no voting rights, have no rights to
participate in dividend distributions, have the right to
participate in capital distributions on winding up to a maximum of
GBP1,000,000 paid in respect of each ordinary share and are
non-redeemable.
As of 31 July 2022, the issued share capital comprised
14,848,669 ordinary shares of 1 pence each with one voting right
per share ("Ordinary Shares"). The Company does not hold any
Ordinary Shares in treasury. The total number of Ordinary Shares
and voting rights in the Company is therefore 14,848,669.
4 Discontinued operations
At 31 July 2022 2022 2021 2022
Half Year Period Full Year
================================== =================== ==========
31-Jul 31-Jan
================================== =================== ==========
(unaudited) (audited)
================================== =================== ==========
GBP000 GBP000
================================== =================== ==========
Revenue 329 - 966
========== ======= ==========
Cost of Sales (208) - (685)
========== ======= ==========
Gross Profit 121 - 281
========== ======= ==========
Administrative expenses (122) - (629)
========== ======= ==========
Operating (loss) (1) - (348)
========== ======= ==========
(Loss) before and after taxation - - (348)
========== ======= ==========
Gain on discontinued operations - 992 848
========== ======= ==========
Loss for the period (1) 992 500
========== ======= ==========
5 Related Parties
The transactions set out below took place following the end of
the half year period to 31(st) July 2022.
Exercise of Options
Further, on 21 September 2022, the Company announced that it
received a notice to exercise options from a former director of the
Company, the details of which were originally announced on 24 April
2018. The option required the payment of GBP20,000 to the Company.
As such it is today issuing 20,000 ordinary shares of 1 pence each
("Ordinary Shares") at an exercise price of 100p per Ordinary Share
following receipt of payment.
Tintra Acquisitions Limited
As set out in the regulatory news announcement of 21 (st)
September 2022 , the Company had on that day received a notice from
Tintra Acquisitions Limited ("TAL") which is a party that is
indirectly controlled by Richard Shearer, that in accordance with
the financing agreement announced on 25 March 2021 (as amended by
the announcement of 15 July 2021), that TAL wishes to settle
GBP100,000 of its existing loan facility to the Company (the "Loan"
- current balance GBP467,500 plus accrued interest) through the
issue of GBP100,000 of 5%, 3-year, convertible loan notes,
convertible at a price of 10 pence per Ordinary Share (the
"Convertible Loan Notes").
Immediately following the issue of the Convertible Loan Notes,
TAL requested to convert GBP25,000 of the Convertible Loan Notes
into 250,000 Ordinary Shares (the "Conversion Shares"). Following
the issue of the Convertible Loan Notes and the Issue of the
Conversion Shares, the balance of the Loan will be GBP367,500 (plus
accrued interest) and TAL will hold GBP75,000 on Convertible Loan
Notes.
PCA Dealing
On 21 September 2022, TAL informed the Company that it has sold
90,000 Ordinary Shares in order to settle tax liabilities related
to past Ordinary Share transactions. On Admission (and subsequent
to this sale), TAL will hold 3,978,611 Ordinary Shares, equivalent
to 26.32% of the current issued Ordinary Shares.
- ENDS -
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