Heads of terms for sale of the lottery business

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

21 October 2021

TINTRA PLC

 ("Tintra", the "Group" or the "Company")

Signing of heads of terms for the sale of the lottery administration business

Further to the announcement of 1 October 2021, the board of directors of Tintra (the "Board") is pleased to announce that the Company has entered into heads of terms with Sterling Management Centre Ltd (the "Buyer") in respect of the sale of certain assets of Prize Provision Services Limited (the "Lottery Administration Business").

The Buyer (www.sterlinglotteries.co.uk) is a market leader in the lottery space and an external lottery manager registered with the Gambling Commission with over 30 years' experience in running lotteries, raffles, and other charitable gaming and prize-led fundraising activities on behalf of charities, good causes and organisations within the UK.

Proposals from other prospective buyers were considered for the business, but the Board believe that the long standing good name and profile of the Buyer provide for the highest ultimate sale price for the Lottery Administration Business as well as the best forward looking product offering for its existing clients and players.

The heads of terms, which are subject to agreement of final contracts amongst other matters, sets out the structure of the sale of the Lottery Administration Business.

The total consideration ("Total Consideration") for the sale of the Lottery Administration Business will be in the range of £0.25m to £0.6m contingent on a number of factors, some of which form part of matters still to be determined during final negotiation.

As part of the heads of terms, the Company will receive from the Buyer an initial cash consideration ("Initial Consideration"). In addition to the Initial Consideration, the Company will receive a percentage of the Lottery Administration Business' sales annually for three years from the date of completion ("Further Consideration"). Such percentage will be based on the gross proceeds from each lottery derived from the current players transferred at Completion. The majority of the sale proceeds will be made up of the Further Consideration.

The Board feels strongly that the deal that is anticipated under the Heads of Terms provides good value for shareholders for a number of reasons but not least when considered in line with results to year end 31 January 2021 during which the Lottery Administration Business made a loss before tax of £1,000 on revenues of £691,000 and had net liabilities of £237,000.  A further announcement, including final terms, will be made on signing of the final agreement.

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