TruFin PLC Result of AGM (1086B)
June 04 2019 - 8:19AM
UK Regulatory
TIDMTRU TIDMTRU
RNS Number : 1086B
TruFin PLC
04 June 2019
4 June 2019
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries
"TruFin Group")
ANNUAL GENERAL MEETING RESULTS
TruFin is pleased to announce that its second Annual General
Meeting was held in London today where all resolutions as proposed
in the notice of AGM were duly passed.
The shareholder resolution dated 17 May 2019, giving the
necessary authorities for the Tender Offer set out in the Company's
circular dated 17 May 2019 (the "Circular") has been passed. As
described in the Circular, the Tender Offer closes at 1:00 p.m.
today and the Company expects the results of the Tender Offer to be
announced at 7:00 a.m. tomorrow, 5 June 2019.
The votes received in respect of the resolutions were as
follows:
Annual General Meeting Resolutions For Against Withheld
numbered and with defined
terms as per the Notice
of Meeting
Number % Number % Number
----------- ------- ---------- ----- ----------
That the Company be authorised
to purchase, in accordance
with Article 57 of the
Companies Law, Ordinary
Shares as per the terms
of the Tender Offer described
in this Circular provided
that:
(a) the maximum number
of Ordinary Shares hereby
authorised to be acquired
is 5,435,105;
(b) the price which may
be paid for each Ordinary
Share is 92 pence;
(c) unless previously
renewed, varied or revoked
by the Company in a general
meeting, the authority
hereby conferred shall
expire on 30 June 2019;
(d) the Company may make
a contract to purchase
its Ordinary Shares under
the authority hereby
conferred prior to the
expiry of such authority,
which contract will or
may be executed wholly
or partly after the expiry
of such authority, and
may purchase its Ordinary
Shares in pursuance of
any such contract;
(e) the Directors provide
a statement of solvency
in accordance with Articles
55 and 57 of the Companies
Law; and
(f) such shares are acquired
for cancellation or to
be held as treasury shares
in accordance with Article
58A of the Companies
1. Law. 82,248,749 100.00 0 0.00 219
---------------------------------- ----------- ------- ---------- ----- ----------
To receive the reports
of the Directors and
the Auditors and the
audited accounts for
the financial year ended
2. 31 December 2018. 82,247,749 100.00 0 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To re-elect Simon Henry
Kenner as a Director
3. of the Company. 78,720,992 100.00 442 0.00 3,527,534
---------------------------------- ----------- ------- ---------- ----- ----------
To re-elect James van
den Bergh as a Director
4. of the Company. 82,247,307 100.00 442 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To re-elect Raxita Kapashi
as a Director of the
5. Company. 82,247,307 100.00 442 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To re-elect Steve Baldwin
as a Director of the
6. Company. 82,247,307 100.00 442 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To re-elect Penny Judd
as a Director of the
7. Company. 82,247,307 100.00 442 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To re-elect Peter Whiting
as a Director of the
8. Company. 80,947,307 98.42 1,300,442 1.58 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To re-elect Paul Dentskevich
as a Director of the
9. Company. 82,247,307 100.00 442 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To re-appoint Deloitte
LLP as Auditors of the
Company to hold office
until the conclusion
of the next general meeting
of the Company at which
10. accounts are laid. 82,247,749 100.00 0 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
To authorise the directors
to determine the remuneration
11. of the Auditors. 82,247,749 100.00 0 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
The directors of the
Company be authorised
for the purposes of the
articles of association
of the Company (the "Articles")
to allot (with or without
confirming rights of
renunciation), grant
options over or otherwise
deal in any unissued
shares of the Company
(whether for cash or
non-cash consideration)
on such terms and conditions
as they may in their
discretion think fit
up to an aggregate maximum
of 32,456,140 ordinary
shares of GBP0.91 each
in the capital of the
Company ("Ordinary Shares")
such authority to expire
at the earlier of the
conclusion of the next
annual general meeting
of the Company or at
close of business on
4 September 2020 (unless
previously renewed, varied
or revoked by the Company
12. prior to or on that date). 82,247,528 100.00 221 0.00 1,219
---------------------------------- ----------- ------- ---------- ----- ----------
In addition to the authority
in Resolution 1, that
the Company be generally
and unconditionally authorised
to purchase in accordance
with Article 57 of the
Law Ordinary Shares provided
that:
(a) the maximum number
of Ordinary Shares hereby
authorised to be acquired
is 9,736,842 (being 10%
of the Ordinary Shares
in issue as at the date
of this Resolution);
(b) the minimum price
which may be paid for
each Ordinary Shares
is nil;
(c) the maximum price
which may be paid for
each Ordinary Share is
an amount equal to 105%
of the average of the
middle market quotations
for an Ordinary Share
as derived from the London
Stock Exchange for the
five business days immediately
preceding the day on
which such share is contracted
to be purchased;
(d) unless previously
renewed, varied or revoked
by the Company in a general
meeting, the authority
hereby conferred shall
expire on 4 September
2020 or, if earlier,
on the date of the next
annual general meeting
of the Company;
(e) the Company may make
a contract to purchase
its Ordinary Shares under
the authority hereby
conferred prior to the
expiry of such authority,
which contract will or
may be executed wholly
or partly after the expiry
of such authority, and
may purchase its Ordinary
Shares in pursuance of
any such contract;
(f) the Directors provide
a statement of solvency
in accordance with Articles
55 and 57 of the Law;
and
(g) such shares are acquired
for cancellation or to
be held as treasury shares
in accordance with Article
13. 58A of the Law. 82,248,749 100.00 0 0.00 219
---------------------------------- ----------- ------- ---------- ----- ----------
The directors of the
Company are empowered
to allot equity securities
pursuant to the Articles
as if Article 3 (pre-emption
rights) of the Articles
did not apply to such
allotment, such power
being limited to:
(a) the allotment of
equity securities in
connection with an issue
or offering in favour
of holders of equity
securities and any other
persons entitled to participate
in such issue or offering
where the equity securities
respectively attributable
to the interests of such
holders and persons are
proportionate (as nearly
as may be) to the respective
number of equity securities
held by or deemed to
be held by them on the
record date of such allotment,
subject only to such
exclusions or other arrangements
as the directors may
consider necessary or
expedient; and
(b) otherwise than pursuant
to (a), the allotment
of equity securities
up to an aggregate maximum
of 9,736,842 Ordinary
Shares, such power to
expire at the earlier
of the conclusion of
the next annual general
meeting of the Company
or at close of business
on 4 September 2020 (unless
previously renewed, varied
or revoked by the Company
14. prior to or on that date). 82,248,528 100.00 221 0.00 219
---------------------------------- ----------- ------- ---------- ----- ----------
Resolutions 1, 13 and 14 were passed as special resolutions.
A "vote withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes against the
resolution.
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. The
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
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END
RAGSSMFELFUSEFM
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