TIDMTRU
RNS Number : 2235O
Liberum Capital Limited
05 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
TruFin plc (the "Company" or TruFin")
Result of Secondary Placing
Further to the announcement earlier today, Arrowgrass Master
Fund Limited (the "Selling Shareholder") announces that it has
successfully sold 43,507,587 ordinary shares in the Company at a
price of 45 pence per share, which represents approximately 53.83%
of the Company's issued share capital (the "Placing").
Following completion of the Placing, the Selling Shareholder
continues to hold 19.99% of the Company's issued share capital. The
Selling Shareholder will be subject to an orderly market
arrangement in respect of its remaining shareholding, which ends 90
days after completion of the Placing.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
Contacts / Enquiries
Liberum +44 20 3100
Chris Clarke / Louis Davies 2000
IMPORTANT NOTICE
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
"PROSPECTUS REGULATION") ("QUALIFIED INVESTORS") AND (B) IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN THE PROSPECTUS REGULATION
AS IT FORMS PART OF DEOMESTIC LAW BY VIRTUE OF THE EUWA AND (C)
OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO
COMMUNICATE IT (EACH A "RELEVANT PERSON"). NO OTHER PERSON SHOULD
ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES.
This announcement is not for publication or distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Canada, Australia,
Japan, South Africa or any other jurisdiction where such an
announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an
offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute or form part of an offer
for sale or solicitation of an offer to purchase or subscribe for
securities in the United States, Canada, Australia, Japan or any
other jurisdiction. The Placing Shares have not been and will not
be registered under the US Securities Act of 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 the United States, absent
registration except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of, the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the securities referred to herein in
the United States or in any other jurisdiction.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision in
connection with the Placing must be made on the basis of all
publicly available information relating to TruFin plc's shares.
Such information has not been independently verified. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness.
In connection with the Placing, Liberum or any of its respective
affiliates may take up a portion of the Placing Shares as a
principal position and in that capacity may retain, purchase, sell,
offer to sell for its own accounts such Placing Shares and other
securities of TruFin or related investments in connection with the
Placing or otherwise. Accordingly, references to the Placing Shares
being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by Liberum and any of
their respective affiliates acting as investors for their own
accounts. Liberum does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in TruFin or its shares.
Liberum is authorised and regulated by the FCA. Liberum is
acting for the Selling Shareholder only in connection with the
Placing and no one else, and will not be responsible to anyone
other than the Selling Shareholder for providing the protections
offered to clients of Liberum nor for providing advice in relation
to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
This announcement has been issued by Liberum on behalf of the
Selling Shareholder and is the sole responsibility of the Selling
Shareholder apart from the responsibilities and liabilities, if
any, that may be imposed on Liberum by the Financial Services and
Markets Act 2000. Liberum does not accept any responsibility
whatsoever and makes no representation or warranty, express or
implied, for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by the Selling Shareholder or on the
Selling Shareholder's behalf or on Liberum's behalf, in connection
with the Selling Shareholder or the Placing, and nothing in this
announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or the
future. Liberum accordingly disclaims to the fullest extent
permitted by law all and any responsibility and liability, whether
arising in tort, contract or otherwise, which it might otherwise
have in respect of this announcement and any such statement.
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END
ROIUVUBRAWUURAR
(END) Dow Jones Newswires
February 05, 2021 12:32 ET (17:32 GMT)
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