TruFin PLC General Meeting Results & Completion Of Zopa Sale (2376Y)

TIDMTRU TIDMTRU

RNS Number : 2376Y

TruFin PLC

07 May 2019

7 May 2019

TruFin Plc

("TruFin" or the "Company")

RESULTS OF GENERAL MEETING AND COMPLETION OF SALE OF ZOPA

Further to the announcement by the Company on 17 April 2019 (the "Transaction Announcement") in relation to its proposed demerger of Distribution Finance Capital Limited from the Company (the "Demerger") and sale of its entire stake in Zopa Group Limited ("Zopa") for GBP44.5 million, the Company is pleased to announce that all the Resolutions proposed at the General Meeting of the Company held earlier today were duly passed and the sale of its entire stake in Zopa is expected to complete later today.

The votes received in respect of the Resolutions were as follows:

 
 Resolutions                               Votes      % For     Votes     % Against     Votes 
                                             For                Against                Withheld 
 1. To approve the demerger 
  of Distribution Finance Capital 
  Limited and sale of interests 
  in Zopa Group Limited for 
  the purposes of AIM Rule 15.           12,990,165   100.00      0         0.00      71,885,670 
                                        -----------  -------  ---------  ----------  ----------- 
 2. To: 
  (i) authorise the Company's 
  Directors to allot 50,000 
  redeemable shares of GBP1 
  each; 
  (ii) convert the existing 
  ordinary shares of no par 
  value into ordinary shares 
  of GBP1.90 each; 
  (iii) subdivide and redesignate 
  the ordinary shares of GBP1.90 
  each into ordinary shares 
  of GBP0.91 each and B ordinary 
  shares of GBP0.99 each; 
  (iv) approve the terms of 
  the proposed reduction of 
  capital by the Company by 
  cancellation of the B ordinary 
  shares; 
  (v) disapply pre-emption rights 
  in relation to the allotment 
  of the 50,000 redeemable shares; 
  and 
  (vi) amend the Company's memorandum 
  and articles of association.           84,875,393   100.00      0         0.00         442 
                                        -----------  -------  ---------  ----------  ----------- 
 3. To authorise the Company's 
  Directors to allot equity 
  securities up to GBP29,535,088 
  in nominal value.                      84,875,835   100.00      0         0.00          0 
                                        -----------  -------  ---------  ----------  ----------- 
 4. To disapply pre-emption 
  rights in relation to the 
  allotment of equity securities 
  pursuant to resolution 3.              84,875,835   100.00      0         0.00          0 
                                        -----------  -------  ---------  ----------  ----------- 
 

Resolutions 2 and 4 were passed as special resolutions.

As mentioned in the Circular dated 17 April 2019, Arrowgrass was supportive of the Demerger and Zopa Transaction, and given its involvement in the Demerger and Zopa Transaction, has abstained from voting on Resolution 1.

The expected timetable of events in relation to the Demerger and Admission is as follows (1) :

 
Event time and/or date                                         2019 
--------------------------------------------------  --------------- 
Latest time and date for lodging transfers of        5.00 p.m. on 8 
 TruFin Shares in order for the transferee to                   May 
 be registered at the Demerger Record Time 
Demerger Record Time                                 5.00 p.m. on 8 
                                                                May 
Conversion, subdivision and redesignation of         6.00 p.m. on 8 
 the existing TruFin                                            May 
 Ordinary Shares into the DFC Cancellation Shares 
 and TruFin New Ordinary Shares 
Effective Date of the TruFin Reduction of Capital   11.00 p.m. on 8 
                                                                May 
Demerger Effective Time (issue of DFC Holdings      11.00 p.m. on 8 
 Demerger Shares)                                               May 
Estimated time and date for the admission of         8.00 a.m. on 9 
 the DFC Holdings Ordinary Shares to trading on                 May 
 AIM 
CREST accounts credited with DFC Holdings Ordinary   8.00 a.m. on 9 
 Shares (including the Sale Shares)                             May 
Expected date for despatch of definitive share            By 16 May 
 certificates for DFC Holdings Ordinary Shares 
 

(1) The times and dates set out in the expected timetable of principal events above may be adjusted by TruFin and DFC Holdings in consultation with Macquarie, in which event details of the new times and dates will be notified to the London Stock Exchange, and where appropriate, TruFin Shareholders. All references in the expected timetable to times are to British Summer Time unless otherwise stated.

All capitalised terms in this announcement are, unless otherwise defined herein, as defined in the Transaction Announcement.

For further information, please contact:

 
 TruFin plc 
  Henry Kenner, Chief Executive Officer 
  James van den Bergh, Deputy Chief Executive 
  Officer                                         0203 743 1340 
 
 Macquarie Capital (Europe) Limited (NOMAD and 
  joint broker) 
  Alex Reynolds 
  Nicholas Harland                                0203 037 2000 
 
 Liberum Capital Limited (Joint broker) 
  Chris Clarke 
  Trystan Cullen 
  Louis Davies                                    0203 100 2000 
 
 Blue Pool Communications (PR) 
  Nicholas Lord                                   07501 271 083 
 

About TruFin plc:

TruFin plc is the holding company for an operating group of companies that are niche lenders and early payment providers. TruFin Group combines the benefits of both the traditional relationship banking model and developments in the FinTech sector. The Company was admitted to AIM in February 2018 and trades under the ticker symbol: TRU. More information is available on the Company website www.TruFin.com

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May 07, 2019 06:46 ET (10:46 GMT)