TIDMTRU TIDMTRU
RNS Number : 6586F
TruFin PLC
22 March 2022
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION OR STATE IN
WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR
FORWARDING WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
22 March 2022
TruFin plc
("TruFin" or the "Company")
Placing and Open Offer to raise up to approximately GBP10
million
The Company today announces it is proposing to raise up to
approximately GBP10 million, before expenses, by way of a Placing
to raise GBP8.0 million (the "Placing") and an Open Offer to raise
up to approximately GBP2.0 million (the "Open Offer", together with
the Placing, the "Share Issue") at a price of 75 pence per share
(the "Issue Price").
The Placing is being conducted through an accelerated bookbuild
process (the "Bookbuild"), which will be launched immediately
following this Announcement.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner
in relation to the Placing.
Placing and Open Offer Highlights
-- Proposed Placing of GBP8.0 million (before expenses) to
certain existing shareholders and other institutional investors at
the Issue Price.
-- Open Offer of up to approximately GBP2.0 million (before
expenses) to Qualifying Shareholders at the Issue Price.
-- Issue Price of 75 pence per New Ordinary Share represents a
discount of 9.09 per cent. to the closing mid-market price of the
Company's existing ordinary shares on 22 March 2022, the latest
practicable date prior to this Announcement.
-- The net proceeds of the Placing and Open Offer will be used
to provide working capital, invest in growth opportunities and fund
Satago and Playstack to profitability.
-- Major shareholder, Watrium AS, has agreed to support the
Placing with a cornerstone investment.
-- Upon completion of the Placing and the Open Offer, the
13,360,739 New Ordinary Shares would represent approximately 14.2
per cent. of the Enlarged Share Capital (assuming the Open Offer is
subscribed in full).
-- The timing for the close of the Bookbuild and allocation of
the Placing Shares shall be at the discretion of Liberum, in
consultation with the Company. The Placing is not underwritten.
-- The final number of Placing Shares will be agreed by Liberum
and the Company at the close of the Bookbuild, and the result will
be announced as soon as practicable thereafter.
-- The Appendix to this Announcement (which forms part of this
Announcement) contains the detailed terms and conditions of the
Placing.
-- Completion of the Placing and Open Offer will be conditional
upon, inter alia, the approval by Shareholders of the resolutions
to be proposed at a general meeting of the Company expected to be
convened and held on 11 April 2022 and Admission occurring.
-- The Company expects to publish a circular (the "Circular") in
connection with the Placing and Open Offer following the successful
closure of the Bookbuild, in order to convene the General Meeting.
Full details of the Open Offer will also be included in the
Circular.
Introduction
The Company is proposing to undertake the Placing to raise up to
GBP8.0 million (before expenses) through the issue of up to
10,666,666 Placing Shares in aggregate at the Issue Price.
In addition, in order to provide Qualifying Shareholders with
the opportunity to participate in the Share Issue, the Company is
providing all Qualifying Shareholders with the opportunity to
subscribe for an aggregate of up to 2,694,073 Open Offer Shares in
the Open Offer at the Issue Price, to raise up to approximately
GBP2.0 million (before expenses), on the basis of 1 Open Offer
Share for every 30 Existing Ordinary Shares held on the Record
Date. Shareholders subscribing for their full entitlement under the
Open Offer may also request additional Open Offer Shares through
the Excess Application Facility.
The Placing and the Open Offer, and the issue of the New
Ordinary Shares are conditional upon, inter alia, the approval by
the Shareholders of the Resolutions to be proposed at the General
Meeting of the Company. The Resolutions must be passed by
Shareholders at the General Meeting in order for the Share Issue to
proceed.
Trading Update
Satago
Satago has been working closely with Lloyds Bank ("Lloyds") on a
partnership to deliver Satago's technology solution to Lloyds and
Lloyds' SME customers. A commercial pilot of Satago's technology
was launched on 11 December 2020. On 9 March 2022, TruFin announced
the conclusion of the commercial pilot and a competitive tender
process, and that Lloyds had confirmed its intention to enter into
a commercial agreement to license Satago's software platform for
its Single Invoice Finance and whole of book Invoice Factoring
customers. Satago and Lloyds are working towards finalising this
commercial agreement in the coming months. TruFin also announced on
9 March 2022 that Lloyds Banking Group had completed an investment
of GBP5 million of new equity capital into Satago, at a pre-money
valuation of GBP20 million.
The Board of TruFin views this as a landmark transaction, with
Satago securing one of the largest banks in the UK as a strategic,
commercial and financial partner. This partnership validates
Satago's technology, personnel and strategy toward addressing the
invoice finance market with its LaaS (lending as a service)
solution.
Having secured Lloyds as a partner, Satago is in conversations
with several blue-chip organisations across the UK and Europe to
offer all or part of its technology solution suite.
The significant progress with Lloyds accelerates and grows
Satago's opportunity set and Satago is expected to remain loss
making in the short term. Satago will continue to convert its
pipeline, fund technology development and recruit key employees and
the Board is excited by its growth trajectory and its potential for
significant value creation.
Oxygen
Oxygen recorded its first year of positive EBITDA for the year
ended 31 December 2021 and also recorded its first cash flow
positive month in December 2021. During the year, Oxygen signed 28
new clients (taking the total to 120 as at 31 December 2022) and
processed its millionth rebate. Client retention stood at 98 per
cent. - two clients were lost, both in the data insights division,
but it is a testament to the strength of Oxygen's product that one
of those clients later re-subscribed for Oxygen's data insights
product in early 2022.
Oxygen expects to deliver revenue growth in excess of 20 per
cent. per annum over the coming years, which, given the operational
gearing in the business, is expected to translate to increasing
profits. Approximately 90 per cent. of revenue over the next four
years is expected to be contributed by existing clients. Oxygen is
fully funded for this organic growth, requiring no further
financial support from TruFin.
Vertus
Vertus had a strong 2021, recording its first year of profit,
writing GBP8.4 million of facilities and making a GBP2 million
advance, its largest to date. Its existing book remains resilient -
it is yet to experience a default - and its pipeline is strong.
Vertus' loan book stood at GBP18.0 million as at 28 February 2022,
with GBP2.8 million of facilities written in 2022 year-to-date, and
it currently has a pipeline of GBP24.4 million. Vertus has a
medium-term loan book target of GBP50 million and it will be
investing in technology-enabled lending solutions during 2022 to
satisfy the growing pipeline.
Playstack
Within games publishing, Playstack continues to expand the
impact of the Mortal Shell IP, whilst also having secured
publishing rights for three new games to be released within the
next 12 months, each with the expectation of high user appeal and
strong marketability. Playstack is also working to expand its
internal games development capability through recruitment or
acquisition such that it can increase its core games portfolio and
increase reach in all key markets.
The beta launch of the brand technology platform 'Interact'
occurred in late November 2021 and is now in the test phase with
several external developers who have access to over 500,000 users.
Interact has been developed to allow tailored bespoke campaigns,
programmatic advertising and full sponsorship solutions across a
suite of games on mobile - with a flexible tool for precise
audience reach and targeting. Interact is forecast by management to
be revenue generating within 2022, but is expected to remain loss
making in the medium term.
Unaudited Financial Information & Cash Position
The Group expects to publish its audited results for the year
ended 31 December 2021 (FY21) in April 2022. The Group reports
unaudited financial results for FY21 as follows:
-- Revenue - GBP13.1 million (2020: GBP14.8 million), driven by
reduced revenue at Satago as they focussed on the Lloyds
partnership and lower revenue at Playstack following a particularly
strong performance in 2020 resulting from the release of Mortal
Shell
-- Loss before tax - GBP8.2 million (2020: GBP8.9 million), as a
result of cost reductions at head office and at Playstack
-- Cash - GBP7.6 million (includes cash of GBP4.7 million in
Satago and GBP0.7 million in Vertus which cannot be accessed at a
Group level) (2020: GBP17.7 million)
-- Net assets - GBP32.3 million, of which GBP16.3 million
represents goodwill (2020: GBP39.7 million)
The Group recorded revenue of more than GBP1.6 million for the
calendar year to 28 February 2022, which represents revenue growth
of 9 per cent. over the equivalent period in 2021 and growth of 35
per cent. in February 2022 compared to February 2021.
During 2021, TruFin loaned Satago GBP3 million to provide
working capital as Satago continued its commercial pilot with
Lloyds. This loan was originally due to be repaid to TruFin, but as
announced on 9 March 2022, as part of the investment by Lloyds
Banking Group, TruFin agreed to vary the terms of the loan. The
loan is now convertible into equity capital in Satago at the same
valuation as the investment made by Lloyds Banking Group at
TruFin's election for six months from the date of the variation or,
if a further funding round takes place after such six month period,
automatically at the valuation implied by the funding round. As a
result, these funds are no longer available to TruFin.
The Group's unrestricted cash position as at 28 February 2022
was GBP2.8 million. Following the announcement of Lloyds' intention
to enter into a commercial agreement with Satago, the Group will
accelerate its investment in this substantial opportunity. Without
the funds to be raised under the Share Issue, the Directors
forecast that the Group has sufficient working capital to maintain
its current business plan until August 2022.
Reasons for the Share Issue and Use of Proceeds
With two of the Group's subsidiaries reaching breakeven, and
Satago securing a partner in Lloyds, 2021 and 2022 to date have
been transformational for the Group. The Board continues to see
significant value across each of the portfolio companies and, in
order to fund Satago and Playstack to profitability, and to provide
working capital, the Company is proposing to raise gross proceeds
of up to approximately GBP10.0 million through a placing of GBP8.0
million and an open offer of up to approximately a further GBP2.0
million.
The Company intends to use the net proceeds as follows:
-- c.GBP2 million intended to be invested in Satago, which
together with the GBP5 million invested by Lloyds Banking Group and
the GBP3 million already invested by TruFin, will be used to fund
technology development and recruit key employees, which is expected
to fund Satago to profitability
-- c.GBP4 million for growth opportunities in Playstack and to
fund it to profitability
-- c.GBP1.5-3.5 million for Group working capital (replacing
TruFin's loan, provided to Satago converting into Satago
equity)
Following completion of the Placing and the Open Offer, the
Group is expected to have sufficient working capital and cash
headroom to execute on its ambitious growth strategy through to a
position of being cash generative.
Enquiries:
TruFin plc
James van den Bergh, Chief Executive Officer 0203 743 1340
Kam Bansil, Investor Relations 07779 229508
Liberum Capital Limited (Nominated Adviser and
Corporate broker)
Chris Clarke
Edward Thomas
Lydia Zychowska 0203 100 2000
Note:
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK version of EU Regulation No. 596/2014 as it forms part of UK
domestic law and as defined in, and by virtue of, the European
Union (Withdrawal) Act 2018 ("UK MAR"). Upon the publication of
this announcement via Regulatory Information Service, this inside
information is now considered to be in the public domain. The
person responsible for arranging for the release of this
Announcement on behalf of the Company is Annie Styler.
IMPORTANT NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions").
The New Ordinary Shares referred to herein have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and in compliance with the securities laws of
any state or other jurisdiction of the United States. The New
Ordinary Shares are being offered and sold solely outside the
United States in "offshore transactions" as defined in and pursuant
to Regulation S under the Securities Act. No public offering of New
Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or Liberum or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the New Ordinary Shares
or possession or distribution of this Announcement or any other
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129
(together with its delegated and implementing regulations (the "EU
Prospectus Regulation"), (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 Article 2
(e) of the Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation") ("UK Qualified
Investors"), (c) professional investors as defined in the Financial
Services (Investment Business (Special Purpose Investment Business
- Exemption)) (Jersey) Order 2001, and (d) persons to whom it may
otherwise lawfully be communicated (each, a "Relevant Person"). No
other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this announcement,
investors represent and agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER UNDER THE LAWS OF
JERSEY AND THE CONSENT OF THE REGISTRAR OF COMPANIES IN JERSEY TO
THE CIRCULATION OF THIS ANNOUNCEMENT IS NOT REQUIRED, BECAUSE (A)
THE INVITATION IS ADDRESSED SOLELY TO RELEVANT PERSONS (B) THE
NUMBER OF PERSONS (OTHER THAN RELEVANT PERSONS) TO WHOM THE
ANNOUNCEMENT IS ADDRESSED DOES NOT EXCEED 50 IN JERSEY AND 150
ELSEWHERE; (C) THE MINIMUM CONSIDERATION WHICH MAY BE PAID OR GIVEN
BY A PERSON FOR SECURITIES TO BE ACQUIRED BY THAT PERSON IS AT
LEAST EUR 100,000 (OR AN EQUIVALENT AMOUNT IN ANOTHER CURRENCY);
(D) THE SECURITIES TO BE ACQUIRED OR APPLIED FOR ARE DENOMINATED IN
AMOUNTS OF AT LEAST EUR 100,000 (OR AN EQUIVALENT AMOUNT IN ANOTHER
CURRENCY); (E) THE INVITATION RELATES TO THE ISSUE OF SHARES OR
OTHER SECURITIES BY A COMPANY TO ITS MEMBERS IN SATISFACTION, IN
WHOLE OR IN PART, OF A DISTRIBUTION TO BE MADE BY THAT COMPANY; (F)
THE INVITATION RELATES TO A SCHEME SPECIFIED IN ARTICLE 3(2)(C) OF
THE COMPANIES (GENERAL PROVISIONS) (JERSEY) ORDER 2002 (THE "CGP
ORDER"); OR (G) ANY COMBINATION OF (A) TO (F) APPLIES. THE
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS. IT IS NOT INTED THAT
THIS ANNOUNCEMENT BE DISTRIBUTED OR PASSED ON, DIRECTLY OR
INDIRECTLY, TO ANY OTHER CLASS OF PERSON AND IN ANY EVENT, AND
UNDER NO CIRCUMSTANCES SHOULD PERSONS OF ANY OTHER DESCRIPTION RELY
ON OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by Liberum or any
other 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.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the UK Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, are acting for the Company and for no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Liberum or for providing advice in relation to the
Placing, or any other matters referred to in this Announcement.
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 or on behalf of the Company or Liberum or
by their affiliates or their respective agents, directors, officers
and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
The Appendix to this Announcement sets out the terms and
conditions of the Placing. By participating in the Placing, each
person who is invited to and who chooses to participate in the
Placing by making or accepting an oral and legally binding offer to
acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety and to be making such offer on
the terms and subject to the conditions set out in this
Announcement and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
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.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Liberum are
only procuring investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
EXPECTED TIMETABLE OF EVENTS
Record Date for the Open Offer 18 March 2022
Announcement of the proposed Placing and
Open Offer 22 March 2022
8.00 a.m. on 23 March
Ex-entitlement date of the Open Offer 2022
Posting of Circular and Application Forms 24 March 2022
Open Offer Entitlements credited to stock as soon as practicable
accounts in CREST after
8.00 a.m. on 25 March
of Qualifying CREST Shareholders 2022
Recommended latest time for requesting
withdrawal of
4.30 p.m. on 4 April
Open Offer Entitlements from CREST 2022
Latest time for depositing
3.00 p.m. on 5 April
Open Offer Entitlements into CREST 2022
Latest time and date for splitting Application 3.00 p.m. on 6 April
Forms (to satisfy bona fide market claims) 2022
Latest time and date for receipt of Forms 9.00 a.m. on 7 April
of Proxy 2022
Latest time and date for receipt of completed
Application Forms and payment in full under
the Open Offer or settlement of relevant 11.00 a.m. on 8 April
CREST instruction (as appropriate) 2022
Announcement of result of Open Offer 11 April 2022
9.00 a.m. on 11 April
General Meeting 2022
Admission and commencement of dealings 8.00 a.m. on 12 April
in the New Ordinary Shares 2022
Expected date for crediting of New Ordinary
Shares to CREST stock accounts in uncertificated
form 12 April 2022
Despatch of share certificates in respect
of New Ordinary Shares in certificated Within 10 Business
form Days of Admission
Notes
1. All time references in this announcement are to London, UK time.
2. These dates are given on the basis of the Board's current
expectations and are subject to change. If any of the above times
and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a Regulatory
Information Service and will be available on the Company's website
at www.trufin.com.
3. All events in the above timetable scheduled to take place
after the General Meeting are conditional on the approval by
Shareholders of the Resolutions as proposed.
FURTHER DETAILS OF THE PROPOSED PLACING AND OPEN OFFER
1. Introduction
The Company is proposing to undertake a Placing to raise
approximately GBP8.0 million (before expenses) through the issue of
10,666,666 Placing Shares in aggregate at a price of 75 pence per
Placing Share (the "Issue Price") (the "Placing").
In addition, in order to provide Qualifying Shareholders with
the opportunity to participate in the Share Issue (as defined
below), the Company is providing all Qualifying Shareholders with
the opportunity to subscribe for an aggregate of up to 2,694,073
Open Offer Shares, to raise up to approximately GBP2.0 million
(before expenses), on the basis of 1 Open Offer Share for every 30
Existing Ordinary Shares held on the Record Date, at the Issue
Price (the "Open Offer" and, together with the Placing, the "Share
Issue"). Shareholders subscribing for their full entitlement under
the Open Offer may also request additional Open Offer Shares
through the Excess Application Facility.
The Placing and the Open Offer, and the issue of the New
Ordinary Shares are conditional upon, inter alia, the approval by
the Shareholders of the Resolutions to be proposed at the General
Meeting of the Company. The Resolutions must be passed by
Shareholders at the General Meeting in order for the Share Issue to
proceed.
2. Background to TruFin
TruFin is the holding company of an operating group comprising
four growth-focused technology businesses operating in niche
markets: early payment provision, invoice finance, IFA (Independent
Financial Advisor) finance and mobile games publishing. The Group's
portfolio companies have performed impressively during 2021 and
2022 to date.
TruFin's portfolio at IPO was focussed on speciality lending
businesses and its revenue was derived predominately from interest
income. Alongside Satago Financial Solutions Limited ("Satago"),
which at the time was focussed on the provision of finance rather
than technology, TruFin's portfolio also consisted of two lending
companies applying for bank licences, which were divested from the
Group. Today, TruFin's portfolio companies are predominately
technology focussed and, in the year ended 31 December 2021, the
Group derived 87 per cent. of its revenue from recurring software
fees and licencing fees.
Satago
Satago is focussed on the provision of technology solutions for
the invoice finance market. TruFin owns 64.0 per cent. of Satago
(on a fully diluted basis). [1]
Satago has been working closely with Lloyds on a partnership to
deliver Satago's technology solution to Lloyds and Lloyds' SME
customers. A commercial pilot of Satago's technology was launched
on 11 December 2020. On 9 March 2022, TruFin announced the
conclusion of the commercial pilot and a competitive tender
process, and that Lloyds had confirmed its intention to enter into
a commercial agreement to license Satago's software platform for
its Single Invoice Finance and whole of book Invoice Factoring
customers. Satago and Lloyds are working towards finalising this
commercial agreement in the coming months. TruFin also announced on
9 March 2022 that Lloyds Banking Group had completed an investment
of GBP5 million of new equity capital into Satago, at a pre-money
valuation of GBP20 million.
The Board of TruFin views this as a landmark transaction, with
Satago securing one of the largest banks in the UK as a strategic,
commercial and financial partner. This partnership validates
Satago's technology, personnel and strategy toward addressing the
invoice finance market with its LaaS (lending as a service)
solution.
Having secured Lloyds as a partner, Satago is in conversations
with several blue-chip organisations across the UK and Europe to
offer all or part of its technology solution suite.
This significant progress with Lloyds accelerates and grows
Satago's opportunity set and Satago is expected to remain loss
making in the short term. Satago will continue to convert its
pipeline and fund technology development and recruit key employees
and the Board is excited by its growth trajectory and its potential
for significant value creation.
Oxygen
Oxygen Finance ("Oxygen") is a provider of early payment
solutions and data insight services to the public and private
sector. TruFin owns 87.5 per cent. of Oxygen (on a fully diluted
basis).
Oxygen recorded its first year of positive EBITDA for the year
ended 31 December 2021 and also recorded its first cash flow
positive month in December 2021. During the year, Oxygen signed 28
new clients (taking the total to 120 as at 31 December 2021) and
processed its millionth rebate. Client retention stood at 98 per
cent. - two clients were lost, both in the data insights division,
but it is a testament to the strength of Oxygen's product that one
of those clients later re-subscribed for Oxygen's data insights
product in early 2022.
Oxygen expects to deliver revenue growth in excess of 20 per
cent. per annum over the coming years, which, given the operational
gearing in the business, is expected to translate to increasing
profits. Approximately 90 per cent. of revenue over the next four
years is expected to be contributed by existing clients. Oxygen is
fully funded for this organic growth, requiring no further
financial support from TruFin.
Vertus
Vertus Capital ("Vertus") is a provider of finance to
independent financial advisors. TruFin owns 53.8 per cent. of
Vertus (on a fully diluted basis).
Vertus had a strong 2021, recording its first year of profit,
writing GBP8.4 million of facilities and making a GBP2 million
advance, its largest to date. Its existing book remains resilient -
it is yet to experience a default - and its pipeline is strong.
Vertus' loan book stood at GBP18.0 million as at 28 February 2022,
with GBP2.8 million of facilities written in 2022 year-to-date, and
it currently has a pipeline of GBP24.4 million. Vertus has a
medium-term loan book target of GBP50 million and it will be
investing in technology-enabled lending solutions during 2022 to
satisfy the growing pipeline.
Playstack
Playstack Limited ("Playstack") has two linked business
offerings - a games publishing service and Interact, a platform to
allow advertisers to integrate promotions within game. TruFin owns
99.9% per cent. of Playstack (on a fully diluted basis).
Within games publishing, Playstack continues to expand the
impact of the Mortal Shell IP, whilst also having secured
publishing rights for three new games to be released within the
next 12 months, each with the expectation of high user appeal and
strong marketability. Playstack is also working to expand its
internal games development capability through recruitment or
acquisition such that it can increase its core games portfolio and
increase reach in all key markets.
The beta launch of the brand technology platform 'Interact'
occurred in late November 2021 and is now in the test phase with
several external developers who have access to over 500,000 users.
Interact has been developed to allow tailored bespoke campaigns,
programmatic advertising and full sponsorship solutions across a
suite of games on mobile - with a flexible tool for precise
audience reach and targeting. Interact is forecast by management to
be revenue generating within 2022, but is expected to remain loss
making in the medium term.
3. Current trading
The Group expects to publish its audited results for the year
ended 31 December 2021 (FY21) in April 2022. The Group reports
unaudited financial results for FY21 as follows:
-- Revenue - GBP13.1 million (2020: GBP14.8 million), driven by
reduced revenue at Satago as it focussed on the Lloyds partnership
and lower revenue at Playstack following a particularly strong
performance in 2020 resulting from the release of Mortal Shell
-- Loss before tax - GBP8.2 million (2020: GBP8.9 million), as a
result of cost reductions at head office and at Playstack
-- Cash - GBP7.6 million (includes cash of GBP4.7 million in
Satago and GBP0.7 million in Vertus which cannot be accessed at a
Group level) (2020: GBP17.7 million)
-- Net assets - GBP32.3 million, of which GBP16.3 million
represents goodwill (2020: GBP39.7 million)
The Group recorded revenue of more than GBP1.6 million for the
calendar year to 28 February 2022, which represents revenue growth
of 9 per cent. over the equivalent period in 2021 and growth of 35
per cent. in February 2022 compared to February 2021.
During 2021, TruFin loaned Satago GBP3 million to provide
working capital as Satago continued its commercial pilot with
Lloyds. This loan was originally due to be repaid to TruFin, but as
announced on 9 March 2022, as part of the investment by Lloyds
Banking Group, TruFin has agreed to vary the terms of the loan. The
loan is now convertible into equity capital in Satago at the same
valuation as the investment made by Lloyds Banking Group at
TruFin's election for six months from the date of the variation or,
if a further funding round takes place after such six month period,
automatically at the valuation implied by the funding round). As a
result these funds are no longer available to TruFin.
The Group's unrestricted cash position as at 28 February 2022
was GBP2.8 million. Following the announcement of Lloyds' intention
to enter into a commercial agreement with Satago, the Group will
accelerate its investment in this substantial opportunity. Without
the funds to be raised under the Share Issue, the Directors
forecast that the Group has sufficient working capital to maintain
its current business plan until August 2022.
4. Reasons for the share issue and Use of Proceeds
With two of the Group's subsidiaries reaching breakeven, and
Satago securing a partner in Lloyds, 2021 and 2022 to date have
been transformational for the Group. The Board continue to see
significant value across each of the portfolio companies and, in
order to fund Satago and Playstack to profitability, and to provide
working capital, the Company is proposing to raise gross proceeds
of up to approximately GBP10.0 million through the Placing of
GBP8.0 million and an Open Offer of up to approximately a further
GBP2.0 million.
The Company intends to use the net proceeds as follows:
-- c.GBP2 million intended to be invested in Satago, which
together with the GBP5 million invested by Lloyds Banking Group and
the GBP3 million already invested by TruFin, will be used to fund
technology development and recruit key employees, which is expected
to fund Satago to profitability
-- c.GBP4 million for growth opportunities in Playstack and to
fund it to profitability
-- c.GBP1.5-3.5 million for Group working capital (replacing
TruFin's loan, provided to Satago converting into Satago
equity)
Following completion of the Placing and the Open Offer, the
Group is expected to have sufficient working capital and cash
headroom to execute on its ambitious growth strategy through to a
position of being cash generative.
5. Principal terms of the Share Issue
The Company proposes to raise gross proceeds of GBP8.0 million
(approximately GBP7.5 million net of expenses) through the issue of
10,666,666 New Ordinary Shares by way of a Placing at the Issue
Price of 75 pence per New Ordinary Share. The Issue Price
represents a discount of 9.09 per cent. to the closing middle
market price of 82.5 pence per Existing Ordinary Share on 22 March
2022 (being the last business day prior to the announcement of the
Share Issue). In addition, the Company proposes to raise gross
proceeds of up to approximately GBP2.0 million (before expenses)
through the issue of up to 2,694,073 New Ordinary Shares by way of
an Open Offer at the Issue Price.
The Placing
Liberum, as agent for the Company, has agreed to procure Placees
by way of an accelerated bookbuild process on the terms of the
Placing Agreement. Placees will apply to subscribe for the Placing
Shares on the basis of the Terms and Conditions of the Placing set
out in the Appendix to this Announcement. The Placing is not being
underwritten. The Placing Shares are not subject to clawback and
are not part of the Open Offer.
The Board believes that raising equity finance using the
flexibility provided by a non-pre-emptive placing is the most
appropriate and optimal structure for the Company at this time.
This allows certain existing institutional holders and new
institutional investors the opportunity to participate in the
Placing.
The Placing Agreement contains customary warranties and an
indemnity from the Company in favour of Liberum, together with
provisions which enable Liberum to terminate the Placing Agreement
in certain circumstances, including where there is a material
adverse change affecting the Company or the Group prior to
Admission.
The obligations of Liberum under the Placing Agreement are
conditional, inter alia, upon Resolutions 1 and 2 being passed at
the General Meeting, and Admission of the Placing Shares occurring
on or before 8.00 a.m. on 12 April 2022 (or such later date and/or
time as the Company and Liberum may agree, being no later than 30
April 2022).
The Placing Agreement provides for payment by the Company to
Liberum of customary commissions and expenses.
Open Offer
The Directors consider it important that Qualifying Shareholders
have the opportunity to participate in the fundraising, and the
Directors have concluded that the Open Offer is the most suitable
option available to the Company and its Shareholders.
Subject to the fulfilment of the conditions set out below,
Qualifying Shareholders will be able to subscribe for Open Offer
Shares in proportion to their holding of Existing Ordinary Shares
held on the Record Date. Shareholders subscribing for their full
entitlement under the Open Offer may also request additional Open
Offer Shares as an Excess Entitlement, up to the total number of
Open Offer Shares available to Qualifying Shareholders under the
Open Offer. The Open Offer is not underwritten.
The Open Offer will be conditional, inter alia, on the
following:
i) the passing (without amendment) at the General Meeting of the
Resolutions and the Resolutions becoming unconditional;
ii) the Placing Agreement not being terminated prior to
Admission of the Placing Shares and having become unconditional in
all respects;
iii) Admission of the Placing Shares becoming effective on or
before 8.00 a.m. on 12 April 2022 (or such later date and/or time
as the Company and Liberum may agree, being no later than 30 April
2022); and
iv) Admission of the Open Offer Shares becoming effective on or
before 8.00 a.m. on 12 April 2022 (or such later date and/or time
as the Company and Liberum may agree, being no later than 30 April
2022).
The allotment and issue of the Open Offer Shares is conditional
on Admission of the Placing Shares but the Placing is not
conditional on Admission of the Open Offer Shares; if the Placing
does not complete, then the Open Offer will lapse. However, if the
Open Offer does not complete, then this will not prevent the
Placing from completing.
If these and the other conditions to the Open Offer are not
satisfied or waived (where capable of waiver), the Open Offer will
lapse and will not proceed and any applications made by Qualifying
Shareholders will be rejected. In these circumstances, application
monies received by the Receiving Agent in respect of Open Offer
Shares will be returned (at the Applicant's sole risk), without
payment of interest, as soon as reasonably practicable thereafter.
Lapsing of the Open Offer cannot occur after dealings in the Open
Offer Shares have begun.
Basic Entitlement
Subject to the terms and conditions of the Open Offer, the
Company will invite Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
1 Open Offer Share for every 30 Existing Ordinary Shares held at
the Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares and any fractional entitlements to Open
Offer Shares will be aggregated and made available under the Excess
Application Facility.
Excess Entitlement
Qualifying Shareholders will also be invited to apply for
additional Open Offer Shares (up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open Offer)
as an Excess Entitlement. Any Open Offer Shares not issued to a
Qualifying Shareholder pursuant to their Basic Entitlement will be
apportioned between those Qualifying Shareholders who have applied
for an Excess Entitlement at the sole and absolute discretion of
the Company, provided that no Qualifying Shareholder shall be
required to subscribe for more Open Offer Shares than he or she has
specified on the Application Form or through CREST.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Ordinary Shares in issue at
that time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission of
the Open Offer Shares. The Open Offer is not being
underwritten.
Qualifying Shareholders should note that the Open Offer is not a
"rights issue". Invitations to apply under the Open Offer are not
transferable unless to satisfy bona fide market claims. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Shares not applied for pursuant to
the Open Offer (including under the Excess Application Facility)
will not be sold in the market nor will they be placed for the
benefit of Qualifying Shareholders who do not apply for Open Offer
Shares under the Open Offer (including under the Excess Application
Facility). The Company reserves the right to place, with other
third party investors at the Issue Price, any Open Offer Shares
that are not taken up by Qualifying Shareholders pursuant to the
Open Offer.
Overseas Shareholders
Subject to certain exceptions, the Open Offer Shares will not be
and are not intended to be registered or qualified for sale in any
jurisdiction other than the United Kingdom. Accordingly, unless
otherwise determined by the Company and effected by the Company in
a lawful manner, the Application Form will not be sent to
Shareholders with registered addresses in, or who are resident or
located in the United States or any other Open Offer Restricted
Jurisdiction since to do so would require compliance with the
relevant securities laws of that jurisdiction. The Company reserves
the right to treat as invalid any application or purported
application for Open Offer Shares which appears to the Company or
its agents or professional advisers to have been executed, effected
or despatched in a manner which may involve a breach of the laws or
regulations of any jurisdiction or if the Company or its agents or
professional advisers believe that the same may violate applicable
legal or regulatory requirements or if it provides an address for
delivery of share certificates for Open Offer Shares outside the
UK, or in the case of a credit of Open Offer Shares in CREST, to a
CREST member whose registered address would not be in the UK.
Notwithstanding the foregoing and any other provision of the
Circular or the Application Form, the Company reserves the right to
permit any Qualifying Shareholder to apply for Open Offer Shares if
the Company, in its sole and absolute discretion, is satisfied that
the transaction in question is exempt from, or not subject to, the
legislation or regulations giving rise to the restrictions in
question.
General
The New Ordinary Shares will represent approximately 14.2 per
cent. of the Company's issued share capital as enlarged by the New
Ordinary Shares (the "Enlarged Share Capital") following Admission
(assuming full subscription under the Open Offer and no further
issues of Ordinary Shares prior to the issue of the New Ordinary
Shares). The New Ordinary Shares will be issued credited as fully
paid and will be identical to and rank pari passu in all respects
with the Existing Ordinary Shares, including the right to receive
all future distributions, declared, paid or made in respect of the
Ordinary Shares following the date of Admission.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM subject to the passing of the
Resolutions at the General Meeting. It is expected that Admission
will become effective on 12 April 2022 and that dealings for normal
settlement in the New Ordinary Shares will commence at 8.00 a.m. on
12 April 2022.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission admission of the New Ordinary Shares to trading on AIM becoming effective
in accordance with
the AIM Rules
AIM the AIM market operated by the London Stock Exchange
Applicant means a Qualifying Shareholder or a person entitled by virtue of a bona
fide market claim
who lodges an Application Form under the Open Offer
Application Form means the application form which will accompany the Circular for
Qualifying non-CREST Shareholders
for use in connection with the Open Offer
Articles the articles of association of the Company, as amended from time to time
Basic Entitlement means the pro rata entitlement for Qualifying Shareholders to subscribe
for Open Offer Shares
Business Day a day (other than a Saturday, Sunday or public holiday) when banks are
usually open for business
in London and Jersey
certificated or in certificated form in relation to a share or other security, a share or other security that
is not in uncertificated
form, that is not in CREST
Company or TruFin TruFin plc, a company incorporated and registered in Jersey with
registered number 125245
CREST the relevant system (as defined in the CREST Regulations) in respect of
which Euroclear is
the operator (as defined in the CREST Regulations)
Enlarged Share Capital the issued share capital of the Company following Admission, as enlarged
by the New Ordinary
Shares
Euroclear Euroclear UK & International Limited, the operator of CREST
Excess Application Facility means the arrangement pursuant to which Qualifying Shareholders may apply
for additional Open
Offer Shares in excess of the Basic Entitlement in accordance with the
terms and conditions
of the Open Offer
Excess CREST Open Offer Entitlement means in respect of each Qualifying CREST Shareholder, the entitlement to
apply for Open Offer
Shares in addition to the Basic Entitlement credited to the Qualifying
CREST Shareholder's
account in CREST, pursuant to the Excess Application Facility, which is
conditional on the
Qualifying CREST Shareholder taking up his Basic Entitlement in full and
which may be subject
to scaleback in accordance with the provisions of the Circular
Excess Entitlement(s) means the Open Offer Shares for which Qualifying Shareholders may apply
under the Excess Application
Facility in addition to their Basic Entitlement
Excess Shares the Open Offer Shares for which Qualifying Shareholders may apply under
the Excess Application
Facility in addition to their Basic Entitlement
Existing Ordinary Shares the 80,822,204 Ordinary Shares in issue at the date of this Announcement
FCA the Financial Conduct Authority
Form of Proxy the form of proxy relating to the General Meeting, to be sent to
Shareholders with the Circular
FSMA the Financial Services and Markets Act 2000, as amended
General Meeting the general meeting of the Company expected to be convened at the offices
of Travers Smith
LLP, 10 Snow Hill, London EC1A 2AL on 11 April 2022 at 9.00 a.m. at which
the Resolutions
will be proposed, notice of which will be set out in the Circular
Group the Company and its Subsidiaries
ISIN International Securities Identification Number
Issue Price 75 pence per New Ordinary Share
Jersey Jersey, Channel Islands
Liberum Liberum Capital Limited, the Company's broker and nominated adviser
London Stock Exchange London Stock Exchange plc
New Ordinary Shares means the up to 13,360,739 new Ordinary Shares to be issued pursuant to
the Share Issue
Notice of Meeting the notice of General Meeting to be contained within the Circular
Open Offer means the invitation to Qualifying Shareholders to subscribe for Open
Offer Shares at the
Issue Price on the terms and subject to the conditions which will be set
out or referred to
in the Circular and, where relevant, in the Application Form
Open Offer Entitlement means an entitlement to apply to subscribe for Open Offer Shares pursuant
to the Basic Entitlement
and the Excess Entitlement
Open Offer Restricted Jurisdiction means the United States, Canada, Australia, Japan, New Zealand, the
Republic of South Africa,
the Republic of Ireland and any other jurisdiction where the extension or
availability of
the Open Offer (and any other transaction contemplated thereby) would
constitute a violation
of the relevant laws and/or regulations of that jurisdiction, or where
local laws and/or regulations
may result in a significant risk of civil, regulatory or criminal
exposure, or would result
in a requirement to comply with any governmental or other consent or any
registration, filing
or other formality which the Company regards as unduly onerous
Open Offer Shares means the up to 2,694,073 New Ordinary Shares for which Qualifying
Shareholders are being
invited to apply under the terms of the Open Offer, and including any such
shares which are
not subscribed for under the Open Offer and which the Company places with
investors
Ordinary Shares ordinary shares of GBP0.91 each in the capital of the Company
Overseas Shareholders means Shareholders who are resident in, or who are citizens of, or who
have registered addresses
in, territories other than the United Kingdom
Placee means any person who has agreed to subscribe for Placing Shares pursuant
to the Placing
Placing the conditional placing by the Company of the Placing Shares at the Issue
Price
Placing Agreement the conditional agreement dated 22 March 2022 between the Company and
Liberum in connection
with the Placing, further details of which will be set out in the Circular
Placing Shares 10,666,666 new Ordinary Shares in aggregate conditionally subscribed for
at the Issue Price
in accordance with the terms of the Placing Agreement
Qualifying CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of
members of the Company
at the close of business on the Record Date are in uncertificated form
Qualifying non-CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of
members of the Company
at the close of business on the Record Date are in certificated form
Qualifying Shareholders means holders of Ordinary Shares on the Company's register of members at
the Record Date (other
than certain Overseas Shareholders)
Receiving Agent Equiniti Limited, in its capacity as receiving agent in respect of the
Open Offer
Record Date 18 March 2022
Registrar Equiniti (Jersey) Limited, the Company's share registrar
Resolutions the resolutions to be proposed at the General Meeting, as set out in the
Notice of Meeting
in the Circular
Securities Act means the United States Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
Share Issue the Placing and the Open Offer
stock account means an account within a member account in CREST to which a holding of a
particular share
or other security in CREST is credited
Subsidiary has the meaning given to it in section Article 2 of the Companies (Jersey)
Law 1991
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK MAR the UK version of EU Regulation No. 596/2014 as it forms part of UK
domestic law and as defined
in, and by virtue of, the European Union (Withdrawal) Act 2018
uncertificated or in uncertificated form a share or other security recorded on the relevant register of the share
or security concerned
as being held in uncertificated form in CREST and title to which, by
virtue of the CREST Regulations,
may be transferred by means of CREST
United States or US means the United States of America, its territories and possessions and
any state of the United
States and the District of Columbia
USE unmatched stock event
All references in Announcement to "GBP", "pence" or "p" are to
the lawful currency of the United Kingdom.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPICES (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, PUBLIC RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT (INCLUDING THE APPICES)
COMES ARE REQUIRED BY THE COMPANY AND LIBERUM TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT PERSONS WHO ARE: (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 (TOGETHER WITH
ITS DELEGATED AND IMPLEMENTING REGULATIONS) (THE "EU PROSPECTUS
REGULATION") ("EU QUALIFIED INVESTORS"), (B) IF 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
AMED (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 WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU)
2017/1129 AS AMED, AS IT FORMS PART OF UK DOMESTIC LAW AND AS
DEFINED IN, AND BY VIRTUE OF, THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED) (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED
INVESTORS"), (C) PROFESSIONAL INVESTORS AS DEFINED IN THE FINANCIAL
SERVICES (INVESTMENT BUSINESS (SPECIAL PURPOSE INVESTMENT BUSINESS
- EXEMPTION)) (JERSEY) ORDER 2001, AND (D) TO PERSONS TO WHOM IT
MAY OTHERWISE BE LAWFUL TO COMMUNICATE (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. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT YOU
REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPIX AND
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT
ITSELF CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF
AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES
NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO
AN APPLICABLE 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 RELEVANT STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR
ELSEWHERE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER UNDER THE LAWS OF
JERSEY AND THE CONSENT OF THE REGISTRAR OF COMPANIES IN JERSEY TO
THE CIRCULATION OF THIS ANNOUNCEMENT IS NOT REQUIRED, BECAUSE (A)
THE INVITATION IS ADDRESSED SOLELY TO RELEVANT PERSONS (B) THE
NUMBER OF PERSONS (OTHER THAN RELEVANT PERSONS) TO WHOM THE
ANNOUNCEMENT IS ADDRESSED DOES NOT EXCEED 50 IN JERSEY AND 150
ELSEWHERE; (C) THE MINIMUM CONSIDERATION WHICH MAY BE PAID OR GIVEN
BY A PERSON FOR SECURITIES TO BE ACQUIRED BY THAT PERSON IS AT
LEAST EUR 100,000 (OR AN EQUIVALENT AMOUNT IN ANOTHER CURRENCY);
(D) THE SECURITIES TO BE ACQUIRED OR APPLIED FOR ARE DENOMINATED IN
AMOUNTS OF AT LEAST EUR 100,000 (OR AN EQUIVALENT AMOUNT IN ANOTHER
CURRENCY); (E) THE INVITATION RELATES TO THE ISSUE OF SHARES OR
OTHER SECURITIES BY A COMPANY TO ITS MEMBERS IN SATISFACTION, IN
WHOLE OR IN PART, OF A DISTRIBUTION TO BE MADE BY THAT COMPANY; (F)
THE INVITATION RELATES TO A SCHEME SPECIFIED IN ARTICLE 3(2)(C) OF
THE COMPANIES (GENERAL PROVISIONS) (JERSEY) ORDER 2002 (THE "CGP
ORDER"); OR (G) ANY COMBINATION OF (A) TO (F) APPLIES. THE
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS. IT IS NOT INTED THAT
THIS ANNOUNCEMENT BE DISTRIBUTED OR PASSED ON, DIRECTLY OR
INDIRECTLY, TO ANY OTHER CLASS OF PERSON AND IN ANY EVENT, AND
UNDER NO CIRCUMSTANCES SHOULD PERSONS OF ANY OTHER DESCRIPTION RELY
ON OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
A Circular explaining the background to and reasons for the
Placing and containing the Notice of General Meeting is expected to
be posted to shareholders following the close of the Bookbuild. A
copy of the Circular and the Notice of General Meeting will
thereafter be made available on the Company's website:
www.trufin.com .
Persons (including individuals, funds or otherwise) who are
invited to and who have chosen to participate in the Placing (and
any person acting on such person's behalf), by making an oral or
written offer to subscribe for Placing Shares will be deemed to
have read and understood this Announcement, including this
Appendix, in its entirety and to be making such offer on the terms
and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to subscribe for
Placing Shares has been given. In particular, each such Placee
represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary within the United Kingdom, as that term is
used in Article 5(1) of the UK Prospectus Regulation, (i) the
Placing Shares acquired by it in the Placing have not been acquired
on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom or to which the
UK Prospectus Regulation otherwise applies other than UK Qualified
Investors or in circumstances in which the prior consent of Liberum
has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in the United Kingdom
other than UK Qualified Investors, the offer of those Placing
Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons;
3. in the case of any Placing Shares acquired by it as a
financial intermediary within the EEA, as that term is used in
Article 5(1) of the EU Prospectus Regulation, (i) the Placing
Shares acquired by it in the Placing have not been acquired on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in any member state of the European Economic
Area or to which the EU Prospectus Regulation otherwise applies
other than EU Qualified Investors or in circumstances in which the
prior consent of Liberum has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than EU Qualified
Investors, the offer of those Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such
persons;
4. (i) it and the person(s), if any, for whose account or
benefit it is acquiring the Placing Shares are purchasing the
Placing Shares in an "offshore transaction" as defined in and
pursuant to Regulation S under the Securities Act ("Regulation S");
(ii) it is aware of the restrictions on the offer and sale of the
Placing Shares pursuant to Regulation S; and (iii) the Placing
Shares have not been offered to it by means of any "directed
selling efforts" as defined in Regulation S;
5. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
6. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix;
7. it acknowledges that the Placing Shares have not been and
will not be registered under the S ecurities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and may not be offered, sold or transferred,
directly or indirectly, within 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 any applicable securities laws of any state or other
jurisdiction of the United States, and that there will be no public
offer of the Placing Shares in the United States; and
8. the Company and Liberum will rely upon the truth and accuracy
of the foregoing representations, acknowledgements and
agreements.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix (or the Announcement of which it forms part)
should seek appropriate advice before taking any action.
Details of the Placing
Liberum, acting as Placing Agent, has entered into a placing and
open offer agreement with the Company (the "Placing Agreement")
under which, subject to the conditions set out therein, Liberum has
agreed to use its reasonable endeavours to procure subscribers for
the Placing Shares at the Placing Price.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission.
Application for admission to trading
Applications will be made to the London Stock Exchange plc
("LSE") for admission of the New Ordinary Shares to be issued
pursuant to the Placing ("Admission") to trading on AIM, a market
of that name operated by LSE ("AIM") in accordance with the AIM
Rules for Companies. It is expected that Admission will become
effective and that dealings in the New Ordinary Shares will
commence on AIM at 8.00 a.m. on 12 April 2022, and in any event no
later than 30 April 2022.
Bookbuild
Liberum will today commence the bookbuilding process in respect
of the Placing (the "Bookbuild") to determine demand for
participation in the Placing by Placees. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Liberum and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their
sole discretion, determine.
Participation in, and principal terms of, the Placing
Liberum is arranging the Placing as agent for and on behalf of
the Company. Participation in the Placing will only be available to
Placees who may lawfully be, and are, invited to participate by
Liberum. Liberum's agents and their respective affiliates are each
entitled to enter bids in the Bookbuild as principal.
The number of Placing Shares to be issued will be agreed between
Liberum and the Company following completion of the Bookbuild. The
number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
To bid in the Bookbuild, Placees should communicate their bid by
telephone or in writing to their usual sales contact at Liberum.
Each bid should state the number of Placing Shares which the
prospective Placee wishes to acquire at the Placing Price
established by the Company and Liberum. Bids may be scaled down by
Liberum on the basis referred to below.
The Bookbuild is expected to close no later than 12 p.m. on 23
March 2022, but may be closed earlier or later at the absolute
discretion of Liberum. Liberum may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon the agreement of Liberum) to
reduce or seek to increase (subject to the maximum size referred to
in the Announcement) the amount to be raised pursuant to the
Placing.
Liberum will determine in its absolute discretion (in
consultation with the Company) the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee and this will be confirmed orally or in
writing by Liberum as agent of the Company ("Confirmation"). No
element of the Placing will be underwritten. The Confirmation will
constitute an irrevocable legally binding commitment upon that
person (who will at that point become a Placee) to subscribe for
the number of Placing Shares allocated to it at the Placing Price
on the terms and conditions set out in this Appendix (a copy of the
terms and conditions having been provided to the Placee prior to or
at the same time as such Confirmation) and in accordance with the
Company's articles of association. Each prospective Placee's
allocation and commitment will be evidenced by a contract note or
an electronic trade confirmation issued to such Placee by Liberum.
The terms of this Appendix will be deemed incorporated by reference
therein. For the avoidance of doubt, the Confirmation constitutes
each Placee's irrevocable legally binding agreement, subject to the
Placing Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s).
Liberum reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. Liberum also reserves the right
not to accept offers for Placing Shares or to accept such offers in
part rather than in whole.
Each Placee will be required to pay to Liberum, on the Company's
behalf, the Placing Price for each Placing Share agreed to be
acquired by it under the Placing in accordance with the terms set
out herein. Each Placee's obligation to acquire and pay for Placing
Shares under the Placing will be owed to Liberum and the Company.
Each Placee has an immediate, separate, irrevocable and binding
obligation, owed to Liberum, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares such Placee has agreed to
subscribe for. Each Placee will be deemed to have read and
understood this Appendix in its entirety, to be participating in
the Placing upon the terms and conditions contained in this
Appendix, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in this Appendix. To the fullest extent permitted by law
and applicable FCA rules (the "FCA Rules"), neither (i) Liberum,
(ii) any of its respective directors, officers, employees or
consultants, or (iii) to the extent not contained within (i) or
(ii), any person connected with Liberum as defined in the FCA Rules
((i), (ii) and (iii) being together "affiliates" and individually
an "affiliate"), shall have any liability to Placees or to any
person other than the Company in respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under 'Registration and
settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to
below under 'Termination of the Placing Agreement'. In the event
that the Placing Agreement does not become unconditional in any
respect or is terminated prior to Admission, the Placing will not
proceed and all funds delivered by the Placee to Liberum in respect
of the Placee's participation will be returned to the Placee at the
Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including the Appendices, in
its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in the Appendices.
To the fullest extent permissible by law, neither the Company,
nor Liberum nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Liberum nor any of its
affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Liberum's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Liberum and the Company may agree.
Conditions of the Placing
The obligations of Liberum under the Placing Agreement in
respect of the Placing Shares are conditional on, amongst other
things:
(a) the passing of the Resolutions at the General Meeting or any adjournment thereof;
(b) the Company having complied with all of its material
obligations under the Placing Agreement (to the extent that such
obligations fall to be performed prior to Admission); and
(c) Admission having occurred not later than 8.00 a.m. on 12
April 2022 or such later date as the Company and Liberum may agree,
but in any event not later than 8.00 a.m. on 30 April 2022.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Liberum by the respective time or date where specified, (ii) any of
such conditions becomes incapable of being fulfilled or (iii) the
Placing Agreement is terminated in the circumstances specified
below, the Placing will not proceed and the Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can
be made by the Placee in respect thereof.
Liberum, at its discretion and upon such terms as it thinks fit,
may waive (where capable of waiver) compliance by the Company with
the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement (including this Appendix).
None of Liberum, the Company or any other person shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing nor
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of Liberum.
Termination of the Placing Agreement
Liberum is entitled at any time before Admission, to terminate
the Placing Agreement in relation to its obligations in respect of
the Placing Shares by giving notice to the Company if, amongst
other things:
(a) the Company has failed to comply with any of its obligations
under the Placing Agreement; or
(b) any statement in this Announcement or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Placing has become or been discovered to be
untrue or inaccurate in any material respect or misleading; or
(c) any warranty given by the Company in the Placing Agreement
is, or would be if repeated at any time up to Admission (by
reference to the facts and circumstances then existing), untrue or
inaccurate in any material respect or misleading; or
(d) matters have arisen or have been discovered which would, if
this Announcement, or any other document or announcement issued or
published by or on behalf of the Company in connection with the
Placing, were to be issued at that time, constitute a material
inaccuracy or omission therefrom; or
(e) there shall have occurred, happened or come into effect (i)
any outbreak or escalation of hostilities, any attack or act of
terrorism, any declaration of a national emergency or war and any
other calamity or crisis of national or international effect; or
(ii) any suspension or limitation of trading generally on the New
York Stock Exchange or the LSE, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices of securities
have been required, by any of said exchanges or by such system or
by order of any governmental authority, or a material disruption
has occurred in commercial banking or securities settlement or
clearance services in the United States or the United Kingdom; or
(iii) any material adverse change in national or international
financial, monetary, economic, political or market conditions,
which, in each case, in the opinion of Liberum acting in good faith
makes it impractical or inadvisable to proceed with the
Placing.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination) from their respective
obligations under or pursuant to the Placing Agreement, subject to
certain exceptions.
By participating in the Placing, Placees agree that the exercise
by Liberum of any right of termination or other discretion under
the Placing Agreement shall be within the absolute discretion of
Liberum and that they need not make any reference to Placees and
that they shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA, the Jersey
Financial Services Commission (the "JFSC") or submitted to the LSE
in relation to the Placing and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix) released by the
Company today and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, Liberum or any other person and none of Liberum nor the
Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any
information in this Announcement (including this Appendix) to be
legal, tax or business advice. Each Placee should consult its own
legal adviser, tax adviser and/or business adviser for legal, tax
and business advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. Liberum reserves the right to
require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees by such other means that it deems
necessary, including in certificated form if, in the reasonable
opinion of Liberum, delivery or settlement is not possible or
practicable within the CREST system or would not be consistent with
the regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Liberum.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
Liberum. Such agreement will constitute a legally binding
commitment on such Placee's part to acquire that number of Placing
Shares at the Placing Price on the terms and conditions set out or
referred to in the Appendices and subject to the Company's articles
of association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note or
electronic trade confirmation in accordance with the standing
arrangements in place with Liberum, stating the number of Placing
Shares allocated to it at the Placing Price, the aggregate amount
owed by such Placee to Liberum and settlement instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Liberum. Settlement should be through Liberum
against CREST ID: 7BUAG. For the avoidance of doubt, Placing
allocations will be booked with a trade date of 24 March 2022 and
settlement date of 12 April 2022. Settlement will take place on a
delivery versus payment basis.
The Company will deliver the Placing Shares to the CREST account
operated by Liberum as agent for the Company and Liberum will enter
their delivery (DEL) instruction into the CREST system. The input
to CREST by a Placee of a matching or acceptance instruction will
then allow delivery of the relevant Placing Shares to that Placee
against payment.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the Bank of
England's base rate from time to time.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon or other similar taxes imposed in any
jurisdiction) which may arise upon the sale of such Placing Shares
on such Placee's behalf. By communicating a bid for Placing Shares,
each Placee confers on Liberum all such authorities and powers
necessary to carry out any such transaction and agrees to ratify
and confirm all actions which Liberum lawfully takes on such
Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the contract note or
electronic trade confirmation is copied and delivered immediately
to the relevant person within that organisation. Insofar as Placing
Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should,
subject as provided below, be so registered free from any liability
to UK stamp duty or stamp duty reserve tax. If there are any other
circumstances in which any stamp duty or stamp duty reserve tax
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or
stamp duty reserve tax is payable in connection with any subsequent
transfer of or agreement to transfer Placing Shares), neither
Liberum nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or
commission in connection with the Placing.
Representations and warranties
By submitting a bid and/or participating in the Placing, each
Placee (and any person acting on such Placee's behalf)
acknowledges, undertakes, represents, warrants and agrees (as the
case may be) that:
1. it has read and understood this Announcement, including this
Appendix, in its entirety and that its participation in the Placing
and its acquisition of Placing Shares is subject to and based upon
all the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings and other information
contained herein;
2. it has received this Announcement solely for its use and has
not redistributed or duplicated it and it will not redistribute or
duplicate this Announcement or any other materials concerning the
Placing (including any electronic copies thereof);
3. no offering document, prospectus or admission document has
been or will be prepared in connection with the Placing and it has
not received a prospectus, admission document or other offering
document in connection with the Bookbuild, the Placing or the
Placing Shares;
4. its participation in the Placing shall also be subject to the
provisions of the Placing Agreement and the memorandum and articles
of association of the Company in force both before and immediately
after Admission;
5. (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly
announced to a Regulatory Information Service by or on behalf of
the Company prior to the date of this Announcement (the "Publicly
Available Information"); (ii) the New Ordinary Shares are admitted
to trading on AIM, and the Company is therefore required to publish
certain business and financial information in accordance with the
rules and practices of AIM (collectively, the "Exchange
Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that it is able to obtain or access
such Exchange Information without undue difficulty and is able to
obtain access to such information or comparable information
concerning any other publicly traded company without undue
difficulty, and (iii) it has had access to such financial and other
information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on that investigation for the purposes of its decision to
participate in the Placing;
6. neither Liberum, the Company nor any of their respective
affiliates, agents, directors, officers, employees or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company
other than the information included in this Announcement; nor has
it requested any of Liberum, the Company, any of their respective
affiliates or any person acting on behalf of any of them to provide
it with any such information;
7. the content of this Announcement (including this Appendix) is
exclusively the responsibility of the Company and that neither
Liberum, nor any person acting on its behalf has or shall have any
liability for any information, representation or statement
contained in this Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Placing Shares is contained in this Announcement
and any Publicly Available Information (including the Exchange
Information), such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares and
that it has neither received nor relied on any other information
given or representations, warranties or statements made by Liberum
or the Company or their respective affiliates and neither Liberum
nor the Company nor their respective affiliates will be liable for
any Placee's decision to accept an invitation to participate in the
Placing based on any other information, representation, warranty or
statement. Each Placee further acknowledges and agrees that it has
relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the
Placing;
8. to the extent it has received any inside information (for the
purposes of the UK Market Abuse Regulation (the UK version of EU
Regulation No. 596/2014 as it forms part of UK domestic law and as
defined in, and by virtue of, the European Union (Withdrawal) Act
2018, as amended ("UK MAR")) and section 56 of the Criminal Justice
Act 1993) in relation to the Company and its securities, it has
not: (a) dealt (or attempted to deal) in the securities of the
Company; (b) encouraged, recommended or induced another person to
deal in the securities of the Company; or (c) unlawfully disclosed
inside information to any person, prior to the information being
made publicly available;
9. neither Liberum nor any person acting on its behalf nor any
of their respective affiliates has or shall have any liability for
any Publicly Available Information (including any Exchange
Information), or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
10. it has complied with its obligations under the Criminal
Justice Act 1993, UK MAR and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006 and the Money Laundering Regulations 2007, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (the "Regulations") and any related
or similar rules, regulations or guidelines, issued, administered
or enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations;
11. if it is a financial intermediary within the United Kingdom,
as that term is used in Article 5(1) of the UK Prospectus
Regulation, the Placing Shares subscribed for by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to,
persons in the United Kingdom or to which the UK Prospectus
Regulation otherwise applies other than to UK Qualified Investors,
or in circumstances in which the prior consent of Liberum has been
given to the proposed offer or resale;
12. if it is a financial intermediary within the EEA, as that
term is used in Article 5(1) of the EU Prospectus Regulation, the
Placing Shares subscribed for by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
member state of the European Economic Area or to which the EU
Prospectus Regulation otherwise applies other than to EU Qualified
Investors, or in circumstances in which the prior consent of
Liberum has been given to the proposed offer or resale;
13. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their business or otherwise in circumstances which
have not resulted and which will not result in either: (i) an offer
to the public in the United Kingdom within the meaning of section
85(1) of the FSMA; or (ii) an invitation to the public within the
meaning of "prospectus" as set out more fully in article 1 of the
Companies (Jersey) Law 1991;
14. it has not offered or sold and will not offer or sell any
Placing Shares to persons in the European Economic Area prior to
Admission except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in any member state of the
European Economic Area within the meaning of the EU Prospectus
Regulation (including any relevant implementing measure in any
member state);
15. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA) relating to the Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person or the JFSC
pursuant to article 5 of the CGP Order;
16. it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the Placing Shares in, from or otherwise involving, the
United Kingdom;
17. if within the United Kingdom, it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Order and is a
UK Qualified Investor or is a person to whom this Announcement may
otherwise be lawfully communicated;
18. any offer of Placing Shares may only be directed at persons
in member states of the European Economic Area who are EU Qualified
Investors and represents and agrees that, in the EEA, it is such an
EU Qualified Investor;
19. (i) it and any person acting on its behalf is entitled to
subscribe for Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has all necessary capacity
and has obtained all necessary consents and authorities to enable
it to commit to this participation in the Placing (including
executing and delivering all documents necessary for such
participation); (iii) it is and will remain liable to the Company
and/or Liberum for the performance of all of its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this
Announcement) and will honour such obligations, and that its
subscription of the Placing Shares will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise; (iv) it has
paid any issue, transfer or other taxes due in connection with its
participation in any territory; and (v) it has not taken any action
which will or may result in the Company, Liberum or any of their
affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing. Each Placee agrees that the provisions
of this paragraph 19 shall survive the resale of the Placing Shares
by or on behalf of any person for whom it is acting;
20. it is not, and any person who it is acting on behalf of is
not, and at the time the Placing Shares are subscribed will not be,
a resident of, or with an address in, the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa and that
the Placing Shares have not been and will not be registered under
the Securities Act or with any securities regulatory authority of
any state or jurisdiction of the United States, or the relevant
Australian, Canadian, Japanese, New Zealand or South African
securities legislation and therefore the Placing Shares may not be
offered, sold, transferred or delivered directly or indirectly into
the United States, Australia, Canada, Japan, New Zealand or the
Republic of South Africa or their respective territories and
possessions, except subject to limited exemptions;
21. it has complied with all relevant laws and regulations of
all relevant territories, obtained all requisite governmental or
other consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in Liberum, the Company or any of their respective
directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in
connection with the Placing;
22. its purchase of Placing Shares does not trigger, in the
jurisdiction in which it is resident or located: (i) any obligation
to prepare or file a prospectus or similar document or any other
report with respect to such purchase; (ii) any disclosure or
reporting obligation of the Company; or (iii) any registration or
other obligation on the part of the Company;
23. it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which
the relevant Placing Shares may be placed with other subscribers or
sold as Liberum may in its discretion determine and it will remain
liable for any amount by which the net proceeds of such sale falls
short of the product of the Placing Price and the number of Placing
Shares allocated to it and may be required to bear any stamp duty
or stamp duty reserve tax (together with any interest or penalties
due pursuant to the terms set out or referred to in this
Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;
24. none of Liberum nor any of its affiliates, nor any person
acting on behalf of any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it
may enter into in connection with the Placing and that
participation in the Placing is on the basis that it is not and
will not be a client of Liberum for the purposes of the Placing and
that Liberum has no duties or responsibilities to it for providing
the protections afforded to its clients or for providing advice in
relation to the Placing nor in respect of any representations,
warranties, undertakings or indemnities contained in the Placing
Agreement nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary
any conditions or exercise any termination right;
25. the person whom it specifies for registration as holder of
the Placing Shares will be (i) itself or (ii) its nominee, as the
case may be. Neither Liberum nor the Company will be responsible
for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify the Company and Liberum in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock account of Liberum who will hold them
as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
26. these terms and conditions and any agreements entered into
by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Liberum in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
27. the rights and remedies of the Company and Liberum under the
terms and conditions in this Announcement are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others;
28. it agrees to indemnify on an after tax basis and hold the
Company and Liberum and their respective affiliates harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in the Appendices and further agrees
that the provisions of the Appendices shall survive after
completion of the Placing;
29. it will acquire any Placing Shares subscribed for by it for
its account or for one or more accounts as to each of which it
exercises sole investment discretion and it has full power to make
the acknowledgements, representations and agreements herein on
behalf of each such account;
30. its commitment to subscribe for Placing Shares on the terms
set out herein and in the relevant contract notes will continue
notwithstanding any amendment that may in the future be made to the
terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to
the Company's conduct of the Placing. The foregoing
representations, warranties and confirmations are given for the
benefit of the Company and Liberum. The agreement to settle a
Placee's subscription (and/or the subscription of a person for whom
such Placee is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to the
subscription by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is
based on a warranty from each Placee, that neither it, nor the
person specified by it for registration as holder, of Placing
Shares is, or is acting as nominee or agent for, and that the
Placing Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable. In that event the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax, and
neither the Company nor Liberum shall be responsible for such stamp
duty or stamp duty reserve tax. If this is the case, each Placee
should seek its own advice and notify Liberum accordingly;
31. no action has been or will be taken by any of the Company,
Liberum or any person acting on behalf of the Company or Liberum
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction where any such action for
that purpose is required;
32. in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of, and is able to sustain a
complete loss in connection with the Placing. It further confirms
that it relied on its own examination and due diligence of the
Company and its associates taken as a whole, and the terms of the
Placing, including the merits and risks involved;
33. it has (i) made its own assessment and satisfied itself
concerning legal, regulatory, tax, business and financial
considerations in connection herewith to the extent it deems
necessary; (ii) had access to review publicly available information
concerning the Company that it considers necessary or appropriate
and sufficient in making an investment decision; (iii) reviewed
such information as it believes is necessary or appropriate in
connection with its subscription of the Placing Shares; and (iv)
made its investment decision based upon its own judgment, due
diligence and analysis and not upon any view expressed or
information provided by or on behalf of Liberum;
34. it may not rely on any investigation that Liberum or any
person acting on its behalf may or may not have conducted with
respect to the Company or the Placing and Liberum has not made any
representation to it, express or implied, with respect to the
merits of the Placing, the subscription for the Placing Shares, or
as to the condition, financial or otherwise, of the Company, or as
to any other matter relating thereto, and nothing herein shall be
construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been
prepared by Liberum or the Company for the purposes of this
Placing;
35. it will not hold Liberum or any of its affiliates or any
person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") and that neither Liberum nor any person acting on
behalf of Liberum makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such
Information or accepts any responsibility for any of such
Information;
36. the Placee is a person located outside the United States and
is subscribing for Placing Shares only in an "offshore transaction"
as defined in and pursuant to Regulation S;
37. the Placee is not acquiring Placing Shares as a result of
any "directed selling efforts" as defined in Regulation S;
38. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for Placing Shares is
given;
39. it has complied and will comply with all applicable
provisions of the Companies (Jersey) Law 1991 with respect to
anything done by it in relation to the Placing Shares in, from or
otherwise involving, Jersey; and
40. the foregoing representations, warranties and confirmations
are given for the benefit of the Company and Liberum and are
irrevocable. The Company, Liberum and their respective affiliates,
agents, directors, officers and employees and others will rely upon
the truth and accuracy of the foregoing acknowledgements,
representations, warranties and agreements and it agrees that if
any of the acknowledgements, representations, warranties and
agreements made in connection with its acquiring of Placing Shares
is no longer accurate, it shall promptly notify the Company and
Liberum. It irrevocably authorises Liberum and the Company to
produce this Announcement pursuant to, in connection with, or as
may be required by, any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect
to the matters set out herein.
The agreement to allot and issue Placing Shares to Placees (or
the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their
allotment and issue to Placees, or such persons as they nominate as
their agents, direct from the Company for the Placing Shares in
question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor Liberum will be
responsible and each Placee shall indemnify on an after-tax basis
and hold harmless the Company, Liberum and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares. Each Placee agrees to indemnify on an
after-tax basis and hold harmless the Company, Liberum and their
respective affiliates, agents, directors, officers and employees
from any and all interest, fines or penalties in relation to any
such duties or taxes to the extent that such interest, fines or
penalties arise from the unreasonable default or delay of that
Placee or its agent.
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify Liberum accordingly.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that Liberum or any of its affiliates may,
at their absolute discretion, agree to become a Placee in respect
of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is
dealing with Liberum, any money held in an account with Liberum on
behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of
the rules and regulations of the FCA made under the FSMA. The
Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence,
this money will not be segregated from Liberum money in accordance
with the client money rules and will be used by Liberum in the
course of its own business; and the Placee will rank only as a
general creditor of Liberum.
All times and dates in this Announcement may be subject to
amendment. Liberum shall notify the Placees and any person acting
on behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, the Placing Documents.
[1] TruFin would hold approximately 68% of Satago (on a fully
diluted basis) upon conversion of its GBP3m loan to Satago into
equity (assuming conversion based on the same valuation that Lloyds
Banking Group invested into Satago).
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
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use the personal data you provide us, please see our Privacy
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END
IOESEAFMEEESELD
(END) Dow Jones Newswires
March 22, 2022 12:51 ET (16:51 GMT)
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