TIDMTRU TIDMTRU
RNS Number : 5548W
TruFin PLC
17 April 2019
17 April 2019
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
WITHIN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES FOR SALE OR SOLICITATION OF AN OFFER TO BUY THE
SECURITIES DISCUSSED HEREIN IN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN
APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL
BE SO APPROVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.
TruFin Plc
("TruFin" or the "Company)
RESULTS OF VOR PLACING OF SALE SHARES IN DFC HOLDINGS ON BEHALF
OF
ARROWGRASS MASTER FUND AND THE TRUFIN EBT
Further to the announcement earlier today regarding the
conditional placing of shares in DFC Holdings by Arrowgrass and the
TruFin EBT (the "Vendor Placing"), TruFin announces that the
accelerated bookbuild has now closed and Arrowgrass and the TruFin
EBT have agreed to sell 22,031,874 shares in DFC Holdings at a
Placing Price of GBP0.90 per DFC Holdings Ordinary Share. Following
the Vendor Placing, which will complete on admission of the DFC
Holdings Ordinary Shares to trading on AIM ("Admission"),
Arrowgrass is expected to hold 52,240,637 DFC Holdings Ordinary
Shares, or 48.99%, of DFC Holdings at Admission (assuming no other
changes to its TruFin shareholding prior to the Demerger Effective
Time).
The Vendor Placing was conducted via an accelerated bookbuild by
Macquarie Capital (Europe) Limited, and remains conditional upon,
amongst other things, completion of the Demerger and Admission.
Pursuant to the Vendor Placing, the following directors of
TruFin and DFC Holdings have agreed to purchase DFC Holdings
Ordinary Shares at the Placing Price.
Name Number of DFC Holdings
Ordinary Shares
James van den Bergh 555,555
------------------------------------
John Baines 222,222
------------------------------------
Carole Machell 83,333
------------------------------------
Christopher Dailey 55,555
------------------------------------
Gavin Morris 27,778
------------------------------------
Raxita Kapashi 11,111
------------------------------------
TruFin, the TruFin EBT Trustee, Henry Kenner, James van den
Bergh, Raxita Kapashi and Jason Rogers have entered into binding
commitments in respect of the various actions set out in more
detail in the announcement of early today in connection with the
TruFin share incentive arrangements.
The Company will shortly be despatching the Circular, containing
a notice of the general meeting and a proxy form to TruFin
Shareholders, and a copy of the Circular will be available on the
Company's website at www.TruFin.com. DFC Holdings will shortly be
publishing its AIM admission document and it will be available on
the Company's website at www.TruFin.com.
All capitalised terms in this announcement are, unless otherwise
defined herein, as defined in the Company's announcement of earlier
today.
For further information, please contact:
TruFin plc
Henry Kenner, Chief Executive Officer
James van den Bergh, Deputy Chief Executive
Officer 0203 743 1340
Macquarie Capital (Europe) Limited (NOMAD and
joint broker)
Alex Reynolds
Nicholas Harland 0203 037 2000
Liberum Capital Limited (Joint broker)
Chris Clarke
Trystan Cullen
Louis Davies 0203 100 2000
Blue Pool Communications (PR)
Nicholas Lord 07501 271 083
About TruFin plc:
TruFin plc is the holding company for an operating group of
companies that are niche lenders and early payment providers.
TruFin Group combines the benefits of both the traditional
relationship banking model and developments in the FinTech sector.
The Company was admitted to AIM in February 2018 and trades under
the ticker symbol: TRU. More information is available on the
Company website www.TruFin.com
IMPORTANT NOTICES
No action has been taken by the Company, Macquarie or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Sale Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such Sale Shares in any
jurisdiction where action for that purpose is required.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial adviser.
The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. No public offering of securities
is being made in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Sale Shares and the Sale Shares have not been,
nor will they be, registered under or offering in compliance with
the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Sale Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan or the Republic of South Africa.
This announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by, a person authorised
under FSMA. This announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Macquarie or by any of its affiliates or agents as to, or in
relation to, the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, the Company
or any other person in connection with the Company, the Zopa
Transaction, the Demerger, the Vendor Placing or DFC Holdings
Admission or for any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Nothing in this announcement should be read as a promise or
representation in this respect, whether or not to the past or the
future. Macquarie and its affiliates and agents disclaim to the
fullest extent permitted by law all and any responsibility or
liability whatsoever, whether arising in tort, contract or
otherwise, which it might otherwise have in respect of this
announcement or any such statement.
This announcement may contain and the Company may make verbal
statements containing "forward--looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward--looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward--looking
statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of the
Company. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward--looking
statements. Any forward--looking statements made in this
announcement by or on behalf of the Company speak only as of the
date they are made. The information contained in this announcement
is subject to change without notice and except as required by
applicable law or regulation, the Company expressly disclaims any
obligation or undertaking to publish any updates or revisions to
any forward--looking statements contained in this announcement to
reflect any changes
in the Company's expectations with regard thereto or any changes
in events, conditions or circumstances on which any such statements
are based.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). The person
responsible for arranging release of this information on behalf of
the Company is Henry Kenner, Executive Chairman. In addition,
market soundings (as defined in MAR) were taken in respect of the
Zopa Transaction, the Demerger and the Vendor Placing with the
result that certain persons became aware of inside information (as
defined in MAR), as permitted by MAR. This inside information is
set out in this announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of such inside information relating to the Company and
its securities
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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April 17, 2019 13:20 ET (17:20 GMT)
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