Tintra Share Discussion Threads

[2magpies] 09/5/2023 21:13

To me it seems FLL have been outsmarted - hence the dummy, pram, out of, throw, tantrum.

Quite possibly it has dawned on FLL that they aren't as clever clever as they thought.

Fascinating.

[fisternator] 09/5/2023 16:38

This brings us back the full circle,.
I believe that FLL asked to convert at least a part of its 30% at vwap -5% and TNT said no sorry, then FLL issued statuary demand for what they allege is default of deed agreement?

all again in my honest opinion and i could be miles off.

[2magpies] 09/5/2023 16:29

All I'm saying is: it's unusual, and puzzling.

The $3m is from subscriber to TNT, yes.

Why is the funder asking for money from the fundraiser?

I don't get it.

Odd.

[fisternator] 09/5/2023 16:22

Magpie they have had $3 million off them already?

One thing to note that could help TNT is the following.
The deed says the lender can not short but that does not stop 'others' from shorting the share.
it's amazing how often these shares collapse after these subscription deals, always to the benefit of the lender/subscriber
if the price has been sold down on shall we say the expectation that LLC (cough) would be issued shares at cirac 70p and now they aren't, well that could explain the unexpected bounce.

[2magpies] 09/5/2023 16:17

The thing is: TNT have NO obligation to raise funds under this agreement. It was, and remains, optional. If they don't instigate a subscription, they won't have to issue any shares.

It could be left to wither on the vine.

An interesting situation to say the least.

In this context (i.e. optional at TNT's request), the cash demand from subscriber makes no sense!

I don't recall EVER having come across a placee asking for his money back!!

[fisternator] 09/5/2023 16:12

A statuary demand is asking for your money back.

It remains unclear if the agreement had repayment via cash/shares conversion is over 24 months in periodic increments, or anytime over the 24 months period? If it's the later then the sum would surely have to be paid on demand?

i believe that TNT realised the terminal implications on both future funding and the share price of issuing shares at vwap -5% when the price is down here.
They, like magpie says look like they are trying to suggest that the deed means 110p floor when FLL have a completely different understanding to the 30% rule,
Hence the fall out.

aimho

[2magpies] 09/5/2023 16:08

Confusing, yes.

On balance, though, the angrier party is the one most likely to be the one that feels it's been had!

The latest RNS paints TNT as the calm actor, acting in 'good faith', with an unexpected (rather large) salvo from the other side!

From what I can see: there is NO provision for the subscriber 'asking for its money back', as it were. After all, it is TNT that is RAISING funds, so money goes one way,in this transaction, surely?

[fisternator] 09/5/2023 16:02

Indeed like Firestorm and you say above, why are these people who allegedly paid 1178p not buying at 70-80p?


it is a mess and confusing one at that.
On one hand the company say via RNS they wish to reach an agreement to repay in only cash, and then when given the bill to do so they claim they are not required to do so under the agreement?

They received $10 mill (allegedly) from a gulf investor a few weeks back, why not just pay FLL and end the agreement/


absolute something of the night about this, suspended and admin is clearly the end game here.

aimho.

[2magpies] 09/5/2023 15:51

Ok, given the utter incompetence TNT displayed in the minor matter of the Lottery disposal, the odds are, imo, that it is they who have missed a trick by agreeing to this subscription/fundraise wording.

However unlikely it may be, though, it is possible that it is the Subscriber that has been taken by surprise.

Their drastic move suggests a dawning realisation (on their part) that what they thought was an ever so clever deal (from their point of view) is actually a masterstroke by TNT! (feel free to laugh .. but could it be true?)

To me it looks like the subscriber wants out, altogether!

But a contract is a contract.

Does make me wonder if there is an explanation for why none of the so-called HNWI were NOT mopping-up loose stock, at these severely depressed levels!

What are they waiting for? ARE they waiting?

[2magpies] 09/5/2023 14:17

"FURTHER, the Subscription Price will not be the subject of a cap and WILL BE the subject of the Floor Price of GBP1.10 per Share. If the Subscription Price formula results in a price that is less than the Floor Price, the Company may elect not to issue shares and instead opt to repay the applicable subscription amount in cash (with a 9% per annum premium), subject to the subscriber's right to exclude 30% of the subscription from such repayment. (emphases added)"



1. Subscription price will be subject to a floor. (£1.10)

2. "subscriber's right to exclude 30% of the subscription from such repayment", imo, does NOT mean that subscriber can INSIST on shares being issued in lieu, at that time (at whatever level the prevailing share price is at). No pricing formula has been set out (in the event of sub-£1.10 levels; but for several other levels there are precise formulae). Absence of such pricing metrics suggests no issuance was anticipated, at levels below Floor Price. It would be odd, for either party to commit to a future transaction at an indeterminate (even indeterminable) level. It would be impossible to perform a contract with no terms.

3. Subscriber has the right, but does not have the obligation, to exclude 30% tranche.

...................................................................

Some more:

(a) "The subscriber has agreed to certain, substantial, limitations on its ability to dispose of the Shares it receives. The subscriber is also contractually precluded from shorting the Company's Shares."


and

(b) "Each subscription under the Deed will be made by the subscriber by way of prepayment for Shares to be issued at the subscriber's request within twenty-four months of the date of the subscription (the "Subscription Shares"), at the Subscription Price, subject to the Floor Price"

The 24 month timeframe (for the issuance of shares, but NOT for the subscription itself) commences from the date of each subscription.

(c) Subscriptions (any of them) are only at Tintra's request. Apart from the 4 month (expired), and 6 month (expires 16th June) limits, there is no time limit as to when Tintra may raise additional funds under the agreement (academic now, anyway).

therefore, and (d), since a subscription can ONLY be at Tintra's request (because it is Tintra that is raising funds!), it follows that: the 30% non-cash element is ALSO subscribable for shares, but at a time of Tintra's choosing (not at the subscriber's choosing).

[fisternator] 09/5/2023 13:54

Anyway moving forward, after 21 days of being issued with a statutory demand the creditor can apply for a winding up order if not paid or a new agreement reached.

Tintra can apply to the court for a hold to FLL making a winding up order.

but realistically TNT has the following options.
Pay the order
reach a new agreement
wind up the company
dispute the cash amount
seek an adjournment.

interestingly Tintra has been served with two statuary orders i wonder if one is 70% and the other is 30% of the placement principle?

aimho.

[fisternator] 09/5/2023 13:25

At the sake of repeating myself.
There is no way FLL would have written into a deed that they have the right to pay 110p for 70p shares!

That would be basically making a contract clause to lose money and the antithesis of what they are about

AIMHO

[2magpies] 09/5/2023 13:18

Me too: happy to stand corrected.

Shall re-read that RNS in full again.

Right now, to me it looks, at worst unclear.

At best, no issuance below £1.10

Let's see.

[fisternator] 09/5/2023 13:12

the real reason i suspect the company do not wish them to convert the 30% lay in the promise that they would bring in £25 million for 10% of the company.
If they allowed FLL to convert 30% at say 60-70p that would make the next Arab (or whowever comes along pay circa £15-£20 a share to keep that 25mill for 10% figure going due to the dilution.

aimho

happy to stand corrected.

[fisternator] 09/5/2023 12:57

Mr Magpie look at it like this with the application logic and reason
Fintech loan shark make cash by selling the shares at a higher price than they convert at right?


Why on earth would Fintech loan shark have written into a deed that they have the right to pay 110p FOR 30% of the loan, if the share price fall lower than 110p? That's barmy!
It makes Absoulty no sense whatsoever.

Are you saying They have it written into a contract the right for them to lose hundreds of thousands quid converting 30% above actual lower share price?
that is the very last thing they would do!

Are they now a charity as well as a last stop lender?

[fisternator] 09/5/2023 12:43

Yes Purchase that is how i read it and the company know a million odd shares at circa 67p or lower would kill the price for a long long time, and kill the fundraising that they have committed at a company value of £250 million hence them fighting Burgan.

If 110p was the floor for the 30% (and it doesn't say that in the RNS), can you imagine Mr Loan shark signing that off, not a chance.
Mr Loan shark signing up to pay 110p for potentially 60p open market shares???
aimho

magpie floor does mean lowest but directly after that quote it states the exclusion of 30%.
Also not "anytime" but within 24 months of the agreement.

[2magpies] 09/5/2023 12:16

Well, to me 'floor' means: lowest point?

What is the reason why the Company does NOT have the right to elect en-cashment ABOVE £1.10?

[purchaseatthetop] 09/5/2023 12:12

2magpies. it simply means that if the conversion is less than £1.10 the company can elect to repay 70% in cash and only 30% in shares at the lower than floor price. reduces dilution if they have the cash. But not giving 30% in shares is a breach of the loan so that is why they have got statutory demand.

[2magpies] 09/5/2023 12:09

Disagree. Sorry.

The whole en-cashment can only occur at the election of the Company.

In the ABSENCE of the Company electing to en-cash, the subscriber has no rights below £1.10, that being the floor price (minimum strike price).

I would buy your interpretation if the wording went as follows: "subject to the subscriber's right to exclude 30% of the subscription from such repayment, and there being no floor price for issuance of shares for amount remaining after en-cashment".

So, it's important to note that there is no provision for the dis-application of the floor price, upon en-cashment.

[2magpies] 09/5/2023 11:53

If any shorter has misunderstood this, and now has has to close: imagine!

[2magpies] 09/5/2023 11:50

That is not correct.

In other words: the Company may NOT en-cash the entire outstanding (potential) subscription amount, but up to 70% of it, only.

The floor price is for the issuance of shares only (hence the use of the term 'subscription' .. you can only 'subscribe' to shares, in this context).

30% of the outstanding (potential) subscription amount can ONLY be through issuance of shares -- for which there is a 'floor' price.

What other reason is there for saying 'floor', if issuance can be below this anyway?

En-cashment CANNOT be ABOVE £1.10, and issuance CANNOT be BELOW £1.10