TIDMTRU
RNS Number : 3408Z
TruFin PLC
17 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
CERTAIN INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSE OF THE
MARKET ABUSE REGULATION EU (NO) 596/2014. UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
17 May 2019
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries
"TruFin Group")
PROPOSED TER OFFER FOR UP TO A MAXIMUM VALUE OF APPROXIMATELY
GBP5 MILLION
AT A FIXED PRICE OF 92 PENCE PER ORDINARY SHARE
AND
NOTICE OF ANNUAL GENERAL MEETING
TruFin is pleased to announce that it is proposing to purchase
up to 5,435,105 Ordinary Shares through a tender offer (the "Tender
Offer") at a fixed price of 92 pence per Ordinary Share (the
"Tender Price"), which equates to a maximum value of approximately
GBP5 million.
The Tender Offer is subject to approval by the Company's
Shareholders of the purchase of the Ordinary Shares pursuant to the
Tender Offer and this is being sought at the Company's 2019 Annual
General Meeting which will be held on Tuesday, 4 June 2019 at
11:30am at the offices of Travers Smith at 10 Snow Hill, London,
EC1A 2AL.
Highlights of the Tender Offer
-- Under the Tender Offer, each Eligible Shareholder is entitled
to have its shareholding purchased by the Company at the Tender
Price of 92 pence per Ordinary Share up to that Eligible
Shareholder's Basic Entitlement together with potential further
purchases depending on the number of Ordinary Shares tendered by
other Eligible Shareholders (subject to the overall maximum number
indicated below).
-- The Company will purchase existing issued Ordinary Shares for
a total purchase price of up to GBP5 million.
-- The maximum number of Ordinary Shares that will be purchased
by the Company under the Tender Offer is 5,435,105, representing
approximately 5.582 per cent. of the Company's issued share capital
as at 16 May 2019 (assuming full take-up of the Tender Offer at the
Tender Price).
-- All Ordinary Shares validly tendered by any Eligible
Shareholder up to their Basic Entitlement will be accepted in full.
Amounts in excess of this will be scaled down as detailed in the
Circular.
-- Successfully tendered Ordinary Shares will be cancelled by
the Company and will not be available for re-issue.
-- The Tender Offer opens on 20 May 2019 and will close at 1.00 p.m. on 4 June 2019.
-- Completion of the Tender Offer will be conditional on
Shareholder approval of the Tender Offer at the Annual General
Meeting to be held on 4 June 2019.
The preceding summary should be read in conjunction with the
text below as well as the shareholder circular, which the Company
is posting to Shareholders today and which also includes notice of
TruFin's Annual General Meeting (the "Circular").
The Circular is available on the Company's website
www.TruFin.com
Expected timetable of events
2019
Tender Offer opens 20 May
Latest time and date for receipt of by 11.30 a.m. on 2
Forms of Proxy June
Annual General Meeting 11.30 a.m. on 4 June
Announcement of results of Annual General 4 June
Meeting
Latest time and date for receipt of by 1.00 p.m. on 4
Tender Forms and share certificates June
for tendered certificated Ordinary
Shares
Latest time and date for TTE instructions by 1.00 p.m. on 4
from CREST June
Record Date for the Tender Offer 6.00 p.m. on 4 June
Announcement of results of the Tender by 7.00 a.m. on 5
Offer June
CREST accounts credited with Ordinary by 6 June
Shares in respect of unsuccessful tenders
CREST accounts credited with Tender by 7 June
Offer proceeds and revised holdings
of uncertificated Ordinary Shares
Despatch of cheques for Tender Offer by 13 June
proceeds for certificated Ordinary
Shares
Despatch of balance share certificates by 13 June
in respect of unsuccessful tenders
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.
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
Background to the Tender Offer
The sale of the Company's indirect interests in Zopa Group
Limited to Arrowgrass Master Fund Ltd. for cash consideration of
GBP44.5 million completed on 7 May 2019 (the "Zopa Sale"). On 17
April 2019, the Board announced that, subject to completion of the
Zopa Sale, the Company would return a minimum of GBP10 million to
Shareholders during 2019, of which a return of at least GBP5
million shall be effected by 30 June 2019 and the remainder by 31
December 2019.
TruFin intends to return surplus cash to Shareholders by way of
the Tender Offer for a maximum value of approximately GBP5 million
at the Tender Price of 92 pence per Ordinary Share. The Tender
Offer is being made available to all Eligible Shareholders who are
on the Register on the Record Date. Shareholders can decide whether
they want to tender up to their Basic Entitlement together with
potential further tenders, depending on the number of Ordinary
Shares tendered by other Eligible Shareholders.
The Tender Offer is subject to approval by the Shareholders of
the purchase of the Ordinary Shares pursuant to the Tender Offer
and the terms of the Tender Offer as described in the Circular. To
the extent that the full GBP5 million is not returned to
Shareholders through the Tender Offer, the Company intends to
return the balance of the GBP5 million to existing Shareholders in
cash, by way of a special interim dividend.
The Tender Offer
The Board is proposing to return up to approximately GBP5
million of cash through a purchase of up to 5,435,105 existing
Ordinary Shares from Eligible Shareholders. The Tender Offer is
being made available to all Eligible Shareholders who are on the
Register on the Record Date. Shareholders can decide whether they
want to tender up to their Basic Entitlement together with
potential further tenders, depending on the number of Ordinary
Shares tendered by other Eligible Shareholders. Once purchased,
those Ordinary Shares will be cancelled and will not be available
for re-issue. To the extent that the full GBP5 million is not
returned to Shareholders through the Tender Offer, the Company
intends to return the balance of the GBP5 million to existing
Shareholders in cash, by way of a special interim dividend, subject
to the Board being satisfied on reasonable grounds that the Company
will, immediately after payment of the special interim dividend,
satisfy the solvency test prescribed by the Companies Law and the
Board approving a solvency statement, signed by the Directors, to
that effect.
The Tender Offer is being made on the terms and subject to the
conditions set out in the Circular and also, in the case of
certificated Ordinary Shares only, the Tender Form, in respect of
up to 5,435,105 Ordinary Shares in issue on the Record Date at the
Tender Price of 92 pence per Ordinary Share.
The Tender Offer is conditional on the passing of the Tender
Offer Resolution. The Tender Offer is only available to Eligible
Shareholders and in respect of the number of Ordinary Shares
registered in those Shareholders' names.
The principal terms of the Tender Offer (which are set out in
more detail in Part II of the Circular) are as follows:
-- Under the Tender Offer, each Eligible Shareholder is entitled
to have its shareholding purchased by the Company at the Tender
Price of 92 pence per Ordinary Share up to that Eligible
Shareholder's Basic Entitlement together with potential further
purchases depending on the number of Ordinary Shares tendered by
other Eligible Shareholders (subject to the overall maximum number
indicated below).
-- The Company will purchase existing issued Ordinary Shares for
a total purchase price of up to GBP5 million.
-- The maximum number of Ordinary Shares that will be purchased
by the Company under the Tender Offer is 5,435,105, representing
approximately 5.582 per cent. of the Company's issued share capital
as at 16 May 2019 (assuming full take-up of the Tender Offer at the
Tender Price).
-- All Ordinary Shares validly tendered by any Eligible
Shareholder up to their Basic Entitlement will be accepted in
full.
-- Eligible Shareholders are permitted to submit Tender Forms or
TTE instructions in respect of Ordinary Shares that are in excess
of their Basic Entitlement ("Excess Tenders"). Excess Tenders will
only be accepted to the extent that other Eligible Shareholders
tender less than their Basic Entitlement or do not tender any
Ordinary Shares.
-- To the extent that other Eligible Shareholders have not taken
up their Basic Entitlement (thereby creating "Excess Capacity"),
Eligible Shareholders will have their Excess Tenders satisfied in
full to the extent that the Excess Capacity exceeds the aggregate
Excess Tenders. To the extent that the aggregate Excess Tenders
exceeds Excess Capacity, Excess Tenders shall be scaled down
pro-rata to the total number of Ordinary Shares so tendered by that
Eligible Shareholder, such that the total cost of Ordinary Shares
purchased pursuant to the Tender Offer does not exceed GBP5 million
and if any fractions arise from scaling back, the number of
Ordinary Shares accepted will be rounded down to the nearest whole
number.
-- Successfully tendered Ordinary Shares will be cancelled by
the Company and will not be available for re-issue.
-- Eligible Shareholders who hold their Ordinary Shares in
certificated form who wish to participate in the Tender Offer must
return a completed Tender Form, together with any shares
certificate(s) and/or other document(s) of title so as to be
received by the Receiving Agent by no later than 1.00 p.m. on 4
June 2019. Eligible Shareholders who hold their Ordinary Shares in
uncertificated form (that is, in CREST) who wish to participate in
the Tender Offer should not complete a Tender Form but should
submit TTE instructions electronically through CREST as described
in Part II of the Circular.
-- Eligible Shareholders do not have to tender any Ordinary
Shares if they do not wish to, but once submitted, a Tender Form
and/or a TTE instruction (as appropriate) is irrevocable and cannot
be withdrawn. Eligible Shareholders should note that, once
tendered, Ordinary Shares may not be sold, transferred, charged or
otherwise disposed of.
-- All or part of a registered holding of Ordinary Shares may be
tendered, but only one tender may be made in respect of any single
Ordinary Share. The total number of Ordinary Shares tendered by any
Eligible Shareholder should not exceed the total number of Ordinary
Shares held by such Shareholder.
-- All Ordinary Shares which are successfully tendered will be
purchased by the Company at the Tender Price.
-- The Company has received an irrevocable undertaking from
Arrowgrass holding in total 72,400,544 Ordinary Shares, to tender
at least its Basic Entitlement.
-- The decision of the Company as to the results of the Tender
Offer (including, without limitation, the basis on which excess
tenders are satisfied) shall be final and binding on all
Shareholders.
-- Shareholders should note that the Company is entitled not to,
and will not, proceed with the Tender Offer, in the circumstances
set out in paragraph 1(u) of Part II of the Circular. This right
may only be exercised prior to 6.00 p.m. on 4 June 2019.
Shareholders should also note that the Tender Offer is conditional
on those matters set out in paragraph 1(a) of Part II of the
Circular.
-- The Tender Offer will remain open from 20 May 2019 until 1.00
p.m. on 4 June 2019 (unless extended in accordance with the terms
set out in the Circular).
-- Full details of the Tender Offer, including the terms and
conditions on which it is made, are set out in Part II of the
Circular and, for Shareholders who hold their Ordinary Shares in
certificated form, on the Tender Form.
-- Shares will be purchased by the Company free of commissions and dealing charges.
Purchase of Ordinary Shares and Settlement
Upon the terms and conditions of the Tender Offer, the outcome
of the Tender Offer is expected to be announced by no later than
7.00 a.m. on 5 June 2019 and the Company expects to complete the
purchase of Ordinary Shares on 6 June 2019.
Tendering Shareholders should note that the Annual General
Meeting has been convened for 11.30 a.m. on 4 June 2019. Payment
for the Ordinary Shares which are to be purchased pursuant to the
Tender Offer is expected to be made on 7 June 2019 in respect of
Ordinary Shares held in CREST and by 13 June 2019 in respect of
Ordinary Shares held in certificated form.
Delivery of cash for the Ordinary Shares to be purchased by the
Company pursuant to the Tender Offer will be made by the Receiving
Agent. The Receiving Agent will act as agent for tendering
Shareholders for the purpose of receiving the cash and transmitting
such cash to tendering Shareholders. Under no circumstances will
interest be paid on the cash to be paid by the Company
notwithstanding any delay in making such payment.
Settlement of the consideration to which any Eligible
Shareholder is entitled pursuant to valid tenders accepted by the
Company will be made as follows:
(a) Ordinary Shares in uncertificated form (that is, in CREST)
Where an accepted tender relates to Ordinary Shares held by
Shareholders in uncertificated form, the consideration will be paid
in pounds sterling through CREST by the Receiving Agent (on behalf
of the Company) procuring the creation of an assured payment
obligation on 7 June 2019 in favour of the payment banks of
tendering Shareholders in accordance with the CREST assured payment
arrangements.
The Company reserves the right to settle all or any part of the
consideration referred to in this paragraph 5(a), for all or any
tendering Shareholder(s), in the manner referred to in paragraph
5(b) below if, for any reason, it wishes to do so.
(b) Ordinary Shares in certificated form
Where an accepted tender relates to Ordinary Shares held by
Shareholders in certificated form, cheques for the consideration
will be despatched by 13 June 2019 by the Receiving Agent (on
behalf of the Company) by first class post, at the risk of the
person(s) whose name and address (outside any of the Restricted
Territories) is set out in Box 1 (or, if relevant, Box 3 of the
Tender Form). All payments will be made in pounds sterling by
cheque, drawn on a branch of a UK clearing bank at the risk of the
person(s) entitled thereto.
Action required
Further details of the procedure for tendering and settlement
are set out in Part II of the Shareholder Circular and for
certificated Shareholders in the accompanying Tender Form.
Recommendation
The Directors consider that the Tender Offer and the Resolutions
are in the best interests of the Company and its Shareholders as a
whole. Accordingly your Directors unanimously recommend
Shareholders to vote in favour of the Resolutions to be proposed at
the Annual General Meeting as they intend to do in respect of their
own beneficial holdings of Ordinary Shares (in respect of which
they have the power to exercise or direct the exercise of voting
rights) which, in aggregate, amount to 235,461 Ordinary Shares
representing 0.24 per cent. of the issued Ordinary Shares.
The Directors are making no recommendation to Shareholders in
relation to participation in the Tender Offer itself.
Whether or not Shareholders decide to tender their Ordinary
Shares will depend, amongst other things, on their own individual
circumstances, including their own tax position. Shareholders are
recommended to consult their duly authorised independent advisers
in making their own decisions.
Overseas Shareholders
The attention of Shareholders who are not resident in the United
Kingdom is drawn to paragraph 2 of Part II to the Circular headed
"Overseas Shareholders" and, for Shareholders who hold their
Ordinary Shares in certificated form, to the relevant provisions of
the Tender Form.
DEFINITIONS
In this announcement, where the context permits, the expressions
set out below shall bear the following meanings:
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange as amended from
time to time
"AIM" the market of that name operated by the London
Stock Exchange
"Annual General Meeting" the annual general meeting of the Company
or "AGM" convened for 11:30 a.m. on 4 June 2019, notice
of which is set out at the end of the Circular,
or any reconvened meeting following any adjournment
thereof
"Articles" the articles of association of the Company
from time to time
"Basic Entitlement" the number representing 5.582 per cent. of
the aggregate number of Ordinary Shares registered
in the Shareholder's name in the Register
on the Record Date, rounded down to the nearest
whole number of Ordinary Shares
"Board" or "Directors" the board of directors of the Company, whose
names are set out on page [8] of the Circular
(or, where the context requires, the directors
of the Company from time to time)
"certified" or "in an Ordinary Share which is not in uncertificated
certificated form" form
"Companies Law" the Companies (Jersey) Law 1991, as amended
"Company" or "TruFin" TruFin PLC
"Conditions" the meaning given to it in paragraph 1 of
Part II of the Circular
"CREST" the relevant system (as defined in the CREST
Regulations) for paperless settlement of
share transfers and the holding of shares
in uncertificated form which is administered
by Euroclear UK & Ireland Limited
"CREST Manual" the compendium of documents entitled CREST
Manual issued by Euroclear from time to time
and comprising the CREST Reference Manual,
the CREST Central Counterparty Service Manual,
the CREST International Manual, the CREST
Rules, CCSS Operations Manual and the CREST
Glossary of Terms
"CREST member" a person who has been admitted by Euroclear
as a system-member (as defined in the CREST
Regulations)
"CREST participant" a person who is, in relation to CREST, a
system-participant (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) and the Companies (Uncertificated
Securities) (Jersey) Order 1999 as amended
from time to time, and any applicable rules
made under those regulations
"CREST Rules" the rules from time to time issued by Euroclear
governing the admission of securities to
and the operation of the CREST UK System
"CREST sponsor" a CREST participant admitted to CREST as
a CREST sponsor being a sponsoring system-participant
(as defined in the CREST Regulations)
"CREST sponsored a CREST member admitted to CREST as a sponsored
member" member
"CREST UK System" the facilities and procedures of the relevant
systems of which Euroclear is the approved
operator pursuant to the CREST Regulations
"Demerger" the demerger of DFC from the Group that completed
on 8 May 2019
"Demerger Circular" the circular relating to the Demerger published
by the Company on 17 April 2019
"DFC" Distribution Finance Capital Limited
"Electronic Tender" the inputting and settlement of a TTE instruction
in accordance with the procedures set out
in Part II of the Circular which constitutes
or is deemed to constitute a tender of Ordinary
Shares pursuant to, and on the terms of,
the Tender Offer as set out in the Circular
"Eligible Shareholders" Shareholders resident in, or citizens of,
a jurisdiction outside the Restricted Territories
on the Register at the Record Date
"Equiniti" Equiniti Limited
"Euroclear" Euroclear UK and Ireland Limited, the operator
of CREST
"FCA" Financial Conduct Authority
"Form of Proxy" the personalised form of proxy accompanying
the Circular for use by Shareholders at the
AGM
"Group" TruFin PLC and its subsidiaries as at the
date of the Circular
"in uncertificated title to which, by virtue of the CREST Regulations,
form" may be transferred by means of CREST
"Management Team" Henry Kenner, James van den Bergh, Raxita
Kapashi and Jason Rogers
"member account ID" the identification code or number attached
to any member account in CREST
"Ordinary Shares" ordinary shares of GBP0.91 each in the share
capital of the Company
"Overseas Shareholders" Shareholders who are citizens or nationals
of, or resident in, jurisdictions outside
the United Kingdom
"participant ID" the identification code or membership number
used in CREST to identify a particular CREST
member or other CREST participant
"PSP Market Value the options over a total of 4,868,420 Ordinary
Awards" Shares granted by the Company to the Management
Team on 21 February 2018
"Receiving Agent" Equiniti
"Record Date" 6.00 p.m. on 4 June 2019
"Register" the register of members of the Company
"Registrar" Equiniti (Jersey) Limited
"Resolutions" Resolutions 1 to 14 set out in the AGM notice
at the end of the Circular
"Restricted Territories" each and any of the United States, Canada,
Australia, South Africa and Japan and any
other jurisdiction where the mailing of the
Circular into or inside or from such jurisdiction
would breach any applicable law or regulations
"Settlement Date" the date by which the consideration for Ordinary
Shares tendered under the Tender Offer will
be settled by payment through CREST or despatched
by cheque to the Eligible Shareholders entitled
thereto, which is expected to be 7 June 2019
in respect of Ordinary Shares held in CREST
and by 13 June 2019 in respect of Ordinary
Shares held in certificated form
"Shareholders" holders of Ordinary Shares
"Tender Form" the personalised tender form accompanying
the Circular for use in connection with the
Tender Offer by Eligible Shareholders who
hold their Ordinary Shares in certificated
form
"Tender Offer" the invitation by the Company to Eligible
Shareholders to tender Ordinary Shares for
purchase by the Company on the terms and
subject to the conditions set out in the
Circular and also, in the case of certificated
Ordinary Shares only, the Tender Form
"Tender Offer Resolution" the special resolution to be proposed at
the AGM for approval of the Tender Offer
"Tender Price" the tender price of 92 pence per Ordinary
Share, representing the three month volume
weighted average price per Ordinary Share
to 16 May 2019 (being the latest practicable
date prior to the publication of this Circular),
as adjusted for the period prior to completion
of the Demerger on 8 May 2019, as provided
by Bloomberg.
"TFE instruction" a transfer from escrow instruction (as defined
by the CREST Manual issued by Euroclear)
"TTE instruction" a transfer to escrow instruction (as defined
by the CREST Manual issued by Euroclear)
"uncertificated form" recorded on the Register as being held in
uncertificated form in CREST and title to
which, by virtue of the Uncertified Securities
Regulations, may be transferred by means
of CREST
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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