TIDMTRU TIDMTRU
RNS Number : 5672V
TruFin PLC
04 December 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.
4 December 2019
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries
"TruFin Group")
PROPOSED TER OFFER TO PURCHASE ORDINARY SHARES FOR UP TO A
MAXIMUM VALUE OF APPROXIMATELY GBP5 MILLION
AT A FIXED PRICE OF 45 PENCE PER ORDINARY SHARE, TRADING
UPDATE
AND
NOTICE OF GENERAL MEETING
TruFin is pleased to announce that it is proposing to purchase
up to 11,111,112 Ordinary Shares through a tender offer (the
"Tender Offer") at a fixed price of 45 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 a General Meeting of the
Company which will be held on Monday, 23 December 2019 at 9.00 a.m.
at the offices of Travers Smith LLP 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 45 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 approximately GBP5 million.
-- The maximum number of Ordinary Shares that will be purchased
by the Company under the Tender Offer is 11,111,112, representing
approximately 12.086 per cent. of the Company's issued share
capital as at 29 November 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 5 December 2019 and will close at 1.00 p.m. on 23
December 2019.
-- Completion of the Tender Offer will be conditional on
Shareholder approval of the Tender Offer at the General Meeting to
be held on Monday, 23 December 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 (the "Circular").
The Circular is available on the Company's website
www.TruFin.com
Expected timetable of events
2019
Tender Offer opens 5 December
Latest time and date for receipt of Forms of Proxy by 9.00 a.m. on 21 December
General Meeting 9.00 a.m. on 23 December
Announcement of results of General Meeting 23 December
Latest time and date for receipt of Tender Forms and share certificates for tendered by 1.00 p.m. on 23 December
certificated
Ordinary Shares
Latest time and date for TTE instructions from CREST by 1.00 p.m. on 23 December
Record Date for the Tender Offer 6.00 p.m. on 23 December
Announcement of results of the Tender Offer by 7.00 a.m. on 24 December
CREST accounts credited with Ordinary Shares in respect of unsuccessful tenders by 27 December
CREST accounts credited with Tender Offer proceeds and revised holdings of by 31 December
uncertificated
Ordinary Shares
2020
Despatch of cheques for Tender Offer proceeds for certificated Ordinary Shares by 7 January 2020
Despatch of balance share certificates in respect of unsuccessful tenders by 7 January 2020
For further information, please contact:
TruFin plc 0203 743 1340
James van den Bergh, Chief Executive Officer
Macquarie Capital (Europe) Limited (NOMAD and joint broker) 0203
037 2000
Alex Reynolds
Liberum Capital Limited (Joint broker) 0203 100 2000
Chris Clarke
Trystan Cullen
Louis Davies
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
On 17 April 2019, in connection with the demerger of DFC from
the Group and the sale of the Company's indirect interest in Zopa
Group Limited to Arrowgrass, the Board announced that the Company
would return a minimum of GBP10 million to Shareholders during
2019. On 6 June 2019, the Company completed a return of GBP5
million by way of a tender offer.
TruFin intends to return approximately GBP5 million by way of a
fixed price tender offer at the Tender Price of 45 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.
Current Trading and Prospects
Since the Q3 Trading Update announced on 8 November 2019, the
Group has continued to trade in line with the Board's expectations
with all the subsidiaries experiencing good demand for the
solutions that they offer their customers.
The Board is progressing a review of the Company's future
strategy and will update shareholders when the review is concluded.
The review builds upon initiatives that have already been effected
by the Board such as the cost saving measures to strengthen the
Group's balance sheet and the recent significant restructuring.
In conducting this review, the Board recognises that future
growth is highly dependent on the availability of future funding
whilst acknowledging that Arrowgrass, a 74.4% shareholder of the
Company, publicly declared on 13 September 2019 that it is looking
to divest its investment in the Company. As a consequence of these
factors and following recent discussions with Arrowgrass, the Board
notes that the outcome of this review may include proposals to
dispose of and/or reduce the operations of certain subsidiaries in
order to accelerate further returns of value to shareholders.
The Company will update shareholders in due course.
The Tender Offer
The Board is proposing to return up to approximately GBP5
million of cash through a purchase of up to 11,111,112 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.
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 11,111,112 Ordinary Shares in issue on the Record Date at the
Tender Price of 45 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 Company has received an irrevocable undertaking from
Arrowgrass holding, in total, 68,377,819 Ordinary Shares,
representing 74.378 per cent. of the Company's issued share capital
to vote in favour of the Tender Offer Resolution and to tender at
least their Basic Entitlement in the Tender Offer.
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 45 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 11,111,112, representing
approximately 12.086 per cent. of the Company's issued share
capital as at 29 November 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 23
December 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 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 23 December 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 5 December 2019 until
1.00 p.m. on 23 December 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 24 December 2019 and the Company expects to complete
the purchase of Ordinary Shares on 31 December 2019. Tendering
Shareholders should note that the General Meeting has been convened
for 9.00 a.m. on 23 December 2019. Payment for the Ordinary Shares
which are to be purchased pursuant to the Tender Offer is expected
to be made on 31 December 2019 in respect of Ordinary Shares held
in CREST and by 7 January 2020 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 31 December 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 (a), for all or any
tendering Shareholder(s), in the manner referred to in paragraph
(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 7 January 2020 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 returning GBP5 million to
Shareholders by way of the Tender Offer is in the best interests of
the Company and its Shareholders as a whole. Accordingly the
Directors unanimously recommend Shareholders to vote in favour of
the Tender Offer Resolution to be proposed at the 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 209,146 Ordinary Shares representing 0.23 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 of 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" the market of that name operated by the London
Stock Exchange
"Arrowgrass" Arrowgrass Master Fund Ltd
"Basic Entitlement" the number representing 12.086 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
"certified" or an Ordinary Share which is not in uncertificated
"in certificated form
form"
"Circular" the shareholder circular which the Company is
posting to shareholders today
"Company" or "TruFin" TruFin PLC
"Conditions" has the meaning given to it in paragraph 1 of
Part II
"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 Circular" the circular relating to the Demerger published
by the Company on 17 April 2019
"DFC" Distribution Finance Capital Limited
"Eligible Shareholders" Shareholders resident in, or citizens of, a jurisdiction
outside the Restricted Territories on the Register
at the Record Date
"Equiniti" or Equiniti Limited
"Receiving Agent"
"Euroclear" Euroclear UK and Ireland Limited, the operator
of CREST
"General Meeting" the general meeting of the Company convened for
or "GM" 9.00 a.m. on 23 December 2019, notice of which
is set out at the end of the Circular, or any
reconvened meeting following any adjournment thereof
"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
"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
"Record Date" 6.00 p.m. on 23 December 2019
"Register" the register of members of the Company
"Registrars" Equiniti (Jersey) Limited
"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 31 December 2019
in respect of Ordinary Shares held in CREST and
by 7 January 2020 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 the special resolution to be proposed at the GM
Resolution" for approval of the Tender Offer, which is numbered
1 in the notice of GM set out at the end of the
Circular
"Tender Price" the tender price of 45 pence per Ordinary Share
"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 recorded on the Register as being held in uncertificated
form" form in CREST and title to which, by virtue of
the Uncertified Securities Regulations, may be
transferred by means of CREST
"Unconditional the date on which the Tender Offer is expected
Date" to become unconditional, which is expected to
be 23 December 2019
"United Kingdom" the United Kingdom of Great Britain and Northern
or "UK" Ireland
"United States" the United States of America, its territories
or "US" and possessions, any state of the United States
of America, any other areas subject to its jurisdiction
and the District of Columbia
This information is provided by RNS, the news service of the
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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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