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TRU Trufin Plc

68.00
1.50 (2.26%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Trufin Plc LSE:TRU London Ordinary Share JE00BYVWJZ03 ORD 91P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.50 2.26% 68.00 67.00 69.00 68.00 68.00 68.00 250,561 08:00:19
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Personal Credit Institutions 16.12M -6.64M -0.0627 -10.85 71.97M

TruFin PLC Half-year Report (6108A)

13/09/2018 7:00am

UK Regulatory


Trufin (LSE:TRU)
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TIDMTRU TIDMTRU

RNS Number : 6108A

TruFin PLC

13 September 2018

13 September 2018

TruFin plc

("TruFin" or the "Company" or together with its subsidiaries "TruFin Group")

INTERIM FINANCIAL REPORT FOR THE SIX MONTHSED 30 JUNE 2018

Financial Highlights

-- Combined gross revenues were GBP3.6m for the six months ended 30 June 2018 (six months ended 30 June 2017: GBP1.5m) representing growth of 142%

-- Combined loans and advances to customers were GBP74m as at 30 June 2018 representing growth in excess of 125% in the first half of 2018 and growth in excess of 500% over the last twelve months

-- Oxygen's clients' total procurement spend reached GBP15.7bn as at 30 June 2018 (31 December 2017: GBP11.3bn)

-- Adjusted Loss Before Tax and Exceptional Items and share based payment expense was GBP7.1m (six months ended 30 June 2017 loss: GBP4.0m)

   --      Consolidated net assets as at 30 June 2018 of GBP159m (31 December 2017: GBP91m) 

-- The investment in Zopa was revalued upwards by GBP8.0m to GBP44.5m following a recent funding round to support capital investment required to build a next generation bank.

 
                                                   6m to                  6m to                  6m to 
                                                 30 June            31 December                30 June 
                                                    2018                   2017                   2017 
 Financials and KPI's (Unaudited)                GBP'000                GBP'000                GBP'000 
 Gross Revenue                                     3,593                  2,291                  1,483 
 Adjusted Loss: 
  Loss before tax                                (8,323)                (5,650)                (4,352) 
  Add: exceptional items                               -                      -                    330 
  Add: share-based payment 
   charge                                          1,191                      -                      - 
 Adjusted Loss                                   (7,132)                (5,650)                (4,022) 
                                    --------------------  ---------------------  --------------------- 
 
 Gain on investment in Zopa                        8,000                  2,578                     22 
 
 Net Assets (GBP 000's)                          158,743                91,396*                 43,332 
 Loan Book at period end 
  (GBP000's)                                      73,899                32,709*                 11,410 
 Total volume of Loans written 
  (GBP'000)                                      107,015                 47,374                 15,280 
 
 DFC: Number of dealers on 
  to programme (#)                                   371                    246                     80 
 Oxygen: Clients' Total annual 
  procurement spend under 
  contract (GBPbn)                                  15.7                   11.3                    7.4 
 Average Headcount for the 
  TruFin Group (#)                                   115                     69                     61 
 *Audited figures 
 

Trading Update

-- As at 31 August 2018 the combined loans and advances were GBP89m representing growth in excess of 170% since 31 December 2017. We expect growth to continue into the year end targeting combined loans and advances of GBP120m

-- DFC's growth remains strong with a growing pipeline. With such robust demand and prior to obtaining a banking licence, it is unsurprising that capital is the limiting factor to writing more business and we are actively addressing this issue

-- DFC's application for a UK banking licence was submitted to the PRA/FCA on 28 June 2018. We are in active dialogue with the regulators and will continue to keep investors updated as appropriate

-- Oxygen continues to win and implement new business mandates. New streamlined processes to improve client implementation and supplier onboarding were introduced in the period and are proving effective, although the full benefits have yet to be monetised

-- Satago is pursuing several new corporate partnerships as it becomes a meaningful competitor in its core financing business whilst also experiencing strong growth in its other niche lending activities

   --      Zopa's UK banking licence application continues in line with its schedule. 

Post Balance Sheet Update

-- Oxygen recently acquired Porge Ltd, a provider of evidence-based public sector market insight services and research products. This strategically enhances Oxygen's product offering.

Henry Kenner, Chairman and Chief Executive Officer commented:

"This has been a pleasing first half for the TruFin Group with activity levels post IPO continuing apace.

We continue to invest in the businesses and confidence levels are such that we have accelerated some of these investments whether in people, systems or a small bolt-on acquisition. This accelerated investment and associated cost lays down the foundations for achieving our long-term goals.

Clearly the banking licence applications are a focus. Whilst the applications have been submitted we await the outcomes and will update investors in due course.

In conclusion, the TruFin Group remains robust and exciting. The businesses are rapidly being recognised as quality providers of niche finance and early payment provision and this is having tangible effects in the scale and depth of opportunities being presented to us. Whilst we are engaging with these, we remain focused on our current core product offerings. As such the Board and Executive Management are working effectively to ensure that an appropriate balance is achieved between investment in strategic long-term objectives and medium-term financial rewards."

For further information, please contact:

 
 TruFin plc 
 Henry Kenner, Chief Executive Officer            0203 743 1340 
 James van den Bergh, Deputy Chief Executive 
  Officer 
 Raxita Kapashi, Chief Financial Officer 
 
 Macquarie Capital (Europe) Limited (NOMAD and 
  broker) 
 Alex Reynolds 
  Nicholas Harland                                0203 037 2000 
 
 Blue Pool Communications (PR) 
 Nicholas Lord                                    07501 271 083 
 

About TruFin plc:

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

FIRST HALF REVIEW

First half review

The TruFin Group has performed well in the first six months of 2018 and we remain optimistic for the remainder of 2018. Businesses in detail:

DFC

DFC's loan book growth continues and ended the first half 111% higher than at the start of the year.

The number of manufacturers and dealers signed up has been strong and there is a growing pipeline. Additionally, as DFC becomes more widely recognised the lending opportunities are increasing in terms of frequency, size and quality.

Portfolio diversification has been accelerated as lending to the industrial and agricultural sectors has been increased and the technology sector is now being actively explored.

Pricing levels have largely remained resilient over the period. That said, customer behaviour coupled with the larger financing programmes (with generally higher quality corporates) have meant that revenues in the first half of 2018, whilst increasing in excess of 98% over the second half of 2017, have not mirrored like-for-like the growth in the loan book.

Credit quality as mentioned remains high with zero actual losses and an impairment provision in accordance with IFRS9 at 0.2%.

We continue to build out the core business with accelerated investment being allocated to the roll-out of the personnel, systems and processes commensurate with being a bank.

The management team have been heavily focused on submitting the banking licence application and the application was submitted on 28 June 2018. Whilst we await the outcome, the exact timing of any decision is in the hands of the regulators.

Satago

Satago's core invoice financing book has grown by over 140% in the first half, albeit from a low base, and we expect this momentum to continue. With customer satisfaction levels remaining high, Satago is seeing increasing interest from direct origination and also from several large organisations seeking partnerships. Financing opportunities are already being sourced from one key partner and we expect to expand these relationships into the year end.

Actual default levels remain low, whilst IFRS9 has meant an impairment provision of 1.6%.

Within its niche lending business, the initial Vertus funding transaction was completed and the team is busy originating new transactions. Meanwhile in the mobile games vertical, PlayStack continues to launch its library of new games and whilst some of these have been marginally delayed, the remainder of the year has an extremely full launch programme.

Satago's leading edge technology continues to be the recipient of material and increased investment as the company looks to not only strengthen its existing service, but expand its wider product offering. As a result, it is anticipated that a number of new products will be launched over the next twelve months.

Oxygen

Oxygen's new client mandates have been on plan in the six months ended 30 June 2018.

This coupled with the total number of clients going live having doubled in the last 12 months and with client implementations at record levels the momentum is with the company.

However, revenues in the period have remained broadly flat compared to the comparable period in 2017. This has been caused by a combination of the residual impact of the company's migration to the new billing methodology introduced last year and a backlog in supplier onboarding. To address these issues Oxygen's management has been focusing on introducing new streamlined processes to optimise delivery of the monetary rewards for its clients and itself. This has resulted in some immediate operational changes, but the full benefits will not be seen until future periods.

On the strategic front the focus is on offering more products to Oxygen's clients. In August 2018 the company acquired Porge Ltd which provides evidence-based public sector market insight services and research products to the UK corporate and government sectors. This business fits in strategically with its offering to existing clients by providing a wider and deeper service in terms of supplier data analytics as well as broadening Oxygen's client base. Additionally, the company is considering other partnership arrangements which will offer benefits to its clients whilst enhancing Oxygen's revenue opportunities.

INDEPENT REVIEW REPORT TO TRUFIN PLC

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2018 which comprises the income statement, the balance sheet, the statement of changes in equity, the cash flow statement and related notes 1 to 22. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules of the London Stock Exchange.

As disclosed in note 1, the annual financial statements of the TruFin Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting," as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules of the London Stock Exchange.

Deloitte LLP

Statutory Auditor

London, United Kingdom

12 September 2018

UNAUDITED CONDENSED INTERIM CONSOLIDATED INCOME STATEMENT

 
                                             6 months            6 months 
                                                ended               ended           Year ended 
                                              30 June             30 June          31 December 
                                                 2018                2017                 2017 
                                          (Unaudited)         (Unaudited)            (Audited) 
                                 Notes        GBP'000             GBP'000              GBP'000 
 
 Interest and similar 
  income                                        2,377                 204                1,136 
 Interest and similar 
  expenses                                      (805)                (18)                 (68) 
                                                            -------------       -------------- 
 Net interest income                            1,572                 186                1,068 
 
 Fee income                        3            1,216               1,279                2,638 
 Fee expenses                                    (18)                (31)                 (53) 
 Net fee income                                 1,198               1,248                2,585 
                                        -------------       -------------       -------------- 
 
 Revenue                                        2,770               1,434                3,653 
                                        -------------       -------------       -------------- 
 
 Staff costs                       5          (7,771)             (3,601)              (8,188) 
 Other operating expenses                     (3,109)             (1,239)              (4,251) 
 Depreciation & amortisation                    (106)                (14)                (146) 
 
 Operating loss before 
  share of loss from joint 
  venture                                     (8,216)             (3,420)              (8,932) 
 
 Share of loss of joint 
  venture accounted for 
  using the equity method                           -               (582)                (582) 
 
 Operating loss                               (8,216)             (4,002)              (9,514) 
 
 Net impairment loss on 
  financial assets                              (107)                (20)                (158) 
 Exceptional expenses              8                -               (330)                (330) 
 
 Loss before tax                              (8,323)             (4,352)             (10,002) 
                                        -------------       -------------       -------------- 
 
 Taxation                         10              179                 242                  867 
 
 Loss after tax                               (8,144)             (4,110)              (9,135) 
                                        -------------       -------------       -------------- 
 
 Other comprehensive income 
 Exchange differences 
  on translating foreign 
  operations                                    (213)                  57                (357) 
 Gains on investments                           8,000                  22                2,600 
 
 Other comprehensive income 
  for the period, net of 
  tax                                           7,787                  79                2,243 
 
 Total comprehensive loss 
  for the period                                (357)             (4,031)              (6,892) 
                                        -------------       -------------       -------------- 
 
 Loss after tax attributable 
  to: 
 Owners of TruFin plc                         (7,903)             (3,783)              (8,103) 
 Non-controlling interests                      (241)               (327)              (1,032) 
                                        -------------       -------------       -------------- 
                                              (8,144)             (4,110)              (9,135) 
                                        -------------       -------------       -------------- 
 
 Total comprehensive loss 
  for the period attributable 
  to: 
 Owners of TruFin plc                           (116)             (3,704)              (5,860) 
 Non-controlling interests                      (241)               (327)              (1,032) 
                                        -------------       -------------       -------------- 
                                                (357)             (4,031)              (6,892) 
                                        -------------       -------------       -------------- 
 

EARNINGS PER SHARE

 
                                      6 months            6 months 
                                         ended               ended           Year ended 
                                       30 June             30 June          31 December 
                                          2018                2017                 2017 
                          Notes    (Unaudited)         (Unaudited)          (Unaudited) 
                                         pence               pence                pence 
 
 Basic and Diluted EPS     20            (8.1)                  NA                (6.5) 
 Adjusted EPS              20            (6.9)                  NA                (6.5) 
 

The number of shares in issue as at 30 June 2018 was 97m (31 December 2017: 124m).

UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEET

 
                                                       As at 
                                                     30 June 
                                                                      As at 31 
                                                                      December 
                                                        2018              2017 
                                                 (Unaudited)         (Audited) 
                                        Notes        GBP'000           GBP'000 
 Assets 
 Non-current, non-financial assets 
 Intangible assets                       11            1,864               649 
 Property, plant and equipment                           211               131 
 Deferred tax asset                      10            5,368             5,189 
                                               -------------       ----------- 
 Total non-current, non-financial 
  assets                                               7,443             5,969 
                                               -------------       ----------- 
 
 Financial assets 
 Cash and cash equivalents                            62,158            26,049 
 Loan and advances                       13           73,899            32,709 
 Other investments                       12           44,500            36,500 
 Total financial assets                              180,557            95,258 
                                               -------------       ----------- 
 
 Other current assets 
 Trade and other receivables             14              413               487 
 Other receivables                       14            2,845             1,821 
                                               -------------       ----------- 
 Total other current assets                            3,258             2,308 
                                               -------------       ----------- 
 
 Total assets                                        191,258           103,535 
                                               -------------       ----------- 
 
 Equity and liabilities 
 Equity 
 Issued share capital                    15          185,000           123,966 
 Retained earnings                                    21,531           (4,962) 
 Foreign exchange reserve                              (609)             (396) 
 Non-controlling interest                              3,437             (293) 
 Other reserves                                     (50,616)          (26,919) 
 Total equity                                        158,743            91,396 
                                               -------------       ----------- 
 
 Liabilities 
 Current liabilities 
 Borrowings                              16           23,638             9,035 
 Trade and other payables                17            8,480             2,805 
 Provision for commitments and other 
  liabilities                             7              397               299 
                                               -------------       ----------- 
 Total current liabilities                            32,515            12,139 
                                               -------------       ----------- 
 
 Total liabilities                                    32,515            12,139 
                                               -------------       ----------- 
 Total equity and liabilities                        191,258           103,535 
                                               -------------       ----------- 
 

These financial statements were approved by the Board of Directors on 12 September 2018.

UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                           Foreign 
                     Share      Share    Retained         exchange       Other              Non-controlling      Total 
                   capital    premium    Earnings          reserve    reserves      Total          interest     Equity 
                   GBP'000    GBP'000     GBP'000          GBP'000     GBP'000    GBP'000           GBP'000    GBP'000 
 
 Balance at 1 
  January 2017       2,202     31,249         541             (39)           -     33,953               547     34,500 
 
 Loss for the 
  period                 -          -     (3,783)                -           -    (3,783)             (327)    (4,110) 
 Gains on 
  FVTOCI 
  investments            -          -          22                -           -         22                 -         22 
 Exchange 
  differences 
  on 
  translating 
  foreign 
  operations             -          -           -               57           -         57                 -         57 
 
 Balance at 30 
  June 2017 
  (Unaudited)        2,202     31,249     (3,220)               18           -     30,249               220     30,469 
                 ---------  ---------  ----------  ---------------  ----------  ---------  ----------------  --------- 
 
 Balance at 1 
  July 2017          2,202     31,249     (3,220)               18           -     30,249               220     30,469 
 Loss for the 
  period                 -          -     (4,320)                -           -    (4,320)             (705)    (5,025) 
 Gains on 
  FVTOCI 
  investments            -          -       2,578                -           -      2,578                 -      2,578 
 Exchange 
  differences 
  on 
  translating 
  foreign 
  operations             -          -           -            (414)           -      (414)                 -      (414) 
 Capital 
  contribution 
  in relation 
  to the issue 
  of preference 
  shares                 -          -           -                -           -          -               192        192 
 New issue of 
  shares           123,966          -           -                -           -    123,966                 -    123,966 
 Arising on 
  consolidation    (2,202)   (31,249)           -                -    (26,919)   (60,370)                 -   (60,370) 
 
 Balance at 31 
  December 2017 
  (Audited)        123,966          -     (4,962)            (396)    (26,919)     91,689             (293)     91,396 
                 ---------  ---------  ----------  ---------------  ----------  ---------  ----------------  --------- 
 
 Balance at 1 
  January 2018     123,966          -     (4,962)            (396)    (26,919)     91,689             (293)     91,396 
 
 Loss for the 
  period                 -          -     (7,903)                -           -    (7,903)             (241)    (8,144) 
 Gains on 
  FVTOCI 
  investments            -          -       8,000                -           -      8,000                 -      8,000 
 Exchange 
  differences 
  on 
  translating 
  foreign 
  operations             -          -           -            (213)           -      (213)                 -      (213) 
 New issue of 
  shares            61,034          -     (3,658)                -       8,966     66,342                 -     66,342 
 Share based 
  payment                -          -       1,191                -           -      1,191                 -      1,191 
 Reduction of 
  Capital                -          -      28,752                -    (28,752)          -             1,819      1,819 
 NCI Share 
  Premium                -          -           -                -           -          -             1,482      1,482 
 Arising on 
  consolidation          -          -         111                -     (3,911)    (3,800)               670    (3,130) 
 
 Balance at 30 
  June 2018 
  (Unaudited)      185,000          -      21,531            (609)    (50,616)    155,306             3,437    158,743 
                 ---------  ---------  ----------  ---------------  ----------  ---------  ----------------  --------- 
 

UNAUDITED CONDENSED INTERIM CONSOLIDATED CASH FLOW STATEMENT

 
                                                                    6 months 
                                                6 months               ended          Year ended 
                                                ended 30             30 June         31 December 
                                               June 2018                2017                2017 
                                             (Unaudited)         (Unaudited)           (Audited) 
 Cash flows from operating activities            GBP'000             GBP'000             GBP'000 
 Loss before income tax                          (8,323)             (4,352)            (10,002) 
   Adjustments for 
   Depreciation of property, plant 
    and equipment                                     41                  14                  43 
   Amortisation of intangible fixed 
    assets                                            83                  30                 156 
   Share based payment expense                     1,191                   -                   - 
   Finance Costs                                       -                  18                  27 
   Increase in provisions                             98                   -                   - 
   Foreign exchange translation                     (42)                  58                   - 
   Share in joint venture                              -                 582                 582 
                                           -------------       -------------       ------------- 
                                                 (6,952)             (3,650)             (9,194) 
 
 Working capital adjustments 
 Loans to customers                            (106,908)            (11,978)            (62,512) 
 Loans repaid by customers                        65,718               3,478              30,673 
 Increase in trade and other receivables           (950)             (2,152)             (1,214) 
 Increase in trade and other payables              5,675               2,356               1,979 
                                                (36,465)             (8,296)            (31,074) 
 
 Net cash used in operating activities          (43,417)            (11,946)            (40,268) 
                                           -------------       -------------       ------------- 
 
 Cash flows from investing activities: 
 Additions to intangible assets                  (1,298)               (656)               (805) 
 Additions to property, plant and 
  equipment                                        (121)                (32)               (107) 
                                           -------------       -------------       ------------- 
 Net cash used in from investing 
  activities                                     (1,419)               (688)               (912) 
 Cash flows from financing activities: 
 Issue of ordinary share capital                  70,000                   -               2,000 
 Issue of preference share capital                     -               3,500               3,500 
 Share issue costs                               (3,658)                   -                   - 
 Net borrowings from Group Undertakings                -              16,000              46,000 
 New borrowings                                   14,603                   -               9,000 
 Net interest received                                 -                   -                  38 
                                                               -------------       ------------- 
 Net cash generated from financing 
  activities                                      80,945              19,500              60,538 
                                           -------------       -------------       ------------- 
 Net increase in cash and cash 
  equivalents                                     36,109               6,866              19,358 
 Cash and cash equivalents at beginning 
  of the period                                   26,049               6,690               6,690 
 Effect of exchange rate fluctuations 
  on cash held                                         -                   -                   1 
                                           -------------       -------------       ------------- 
 Cash and cash equivalents at end 
  of the period                                   62,158              13,556              26,049 
                                           -------------       -------------       ------------- 
 

NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Accounting policies

Basis of preparation

The annual financial statements of TruFin plc are prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union.

The condensed set of financial statements included in this Interim Financial Report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' ('IAS 34'). This condensed set of Financial Statements has been prepared by applying the accounting policies and presentation that were applied in the preparation of the TruFin Group's published Financial Statements for the year ended 31 December 2017.

The condensed set of financial statements included in this Interim Financial Report for the six months ended 30 June 2018 should be read in conjunction with the annual audited financial statements of TruFin plc for the year ended 31 December 2017.

Going concern

The Directors are satisfied that the TruFin Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Group structure

The consolidated financial statements include all of the companies controlled by the TruFin Group which are as follows:

   --     Satago Financial Solutions Limited ("SFSL") 
   --     Distribution Finance Capital Ltd ("DFC") 
   --     Oxygen Finance Group Limited (together with OFL and OFAI) ("Oxygen") 
   --     Oxygen Finance Limited ("OFL") 
   --     Oxygen Finance Americas, Inc ("OFAI") 
   --     TruFin Software Limited ("TSL") 
   --     TruFin Holdings Limited ("THL") 
   --     AltLending UK ("AltLending") 

The consolidated financial information also includes three further investments:

-- 50% interest in a joint venture, Clear Funding Limited ("Clear Funding"), which is accounted for using the equity method;

-- 40% interest in PlayIgnite Ltd ("PlayIgnite"), which is accounted for using the equity method; and

   --     14.9% in Zopa Group Limited ("Zopa") 

Significant accounting policies and use of estimates and judgements

The preparation of interim consolidated financial statements in compliance with IAS 34 requires the use of certain critical accounting judgements and key sources of estimation uncertainty. It also requires the exercise of judgement in applying the TruFin Group's accounting policies. There have been no material revisions to the nature and the assumptions used in estimating amounts reported in the annual audited financial statements of TruFin plc for the year ended 31 December 2017.

The accounting policies, presentation and methods of computation in the audited financial statements have been followed in the condensed set of financial statements. Any new or amended policies are included below.

Share based payments

Where the TruFin Group engages in share-based payment transactions in respect of services received from certain of its employees, these are accounted for as equity-settled share-based payments in accordance with IFRS 2 'Share-based Payment'. The equity is in the form of ordinary shares.

The grant date fair value of a share-based payment transaction is recognised as an employee expense, with a corresponding increase in equity over the period that the employees become unconditionally entitled to the awards. In the absence of market prices, the fair value of the equity at the date of the grant is estimated using an appropriate valuation technique.

The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related services and non-market vesting conditions are expected to be met such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with market performance conditions the grant date fair value of the award is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Financial assets at Fair Value

Financial assets held by the TruFin Group are measured at Fair Value Through Profit and Loss as they fail the contractual cash flow characteristics test required by IFRS 9 for classification under amortised cost. Movements in the fair value of these assets are recognised in the Statement of Comprehensive Income.

2. General information

TruFin plc is a public limited company incorporated in Jersey. The shares of the Company are listed on the Alternative Investment Market. The address of the registered office is 26 New Street, St Helier, Jersey, JE2 3RA.

A copy of this Interim Financial Report including Condensed Financial Statements for the period ended 30 June 2018 is available at the Company's registered office and on the Company's investor relations website (www.trufin.com).

3. Fee income

 
                                6 months            6 months           Year ended 
                                ended 30            ended 30          31 December 
                               June 2018           June 2017                 2017 
                             (Unaudited)         (Unaudited)            (Audited) 
                                 GBP'000             GBP'000              GBP'000 
 Revenue from: 
 Early Payment Programme 
  Services                         1,060               1,028                2,153 
 Assessment fees                     145                 194                  219 
 Consultancy fees                     11                  57                   78 
 Facility fees                         -                   -                  188 
 
 Total revenue                     1,216               1,279                2,638 
                           -------------       -------------       -------------- 
 

4. Segmental reporting

The results of the TruFin Group are broken down into segments based on the products and services from which it derives its revenue:

Short term finance:

Provision of distribution finance products and invoice discounting. For results during the reporting period, this corresponds to the results of DFC, SFSL and AltLending.

Payment services:

Provision of Early Payment Programme Services. For results during the reporting period, this corresponds to the results of Oxygen.

Other:

Revenue and costs arising from investment activities and peer-to-peer lending. For results during the reporting period, this corresponds to the results of TSL, THL, the TruFin Group's investment in Zopa and joint venture in Clear Funding, and TruFin plc.

The results of each segment, prepared using accounting policies consistent with those of the TruFin Group as a whole, are as follows:

 
 Period ended 30 June 2018    Short term     Payment 
  (Unaudited)                    finance    services     Other      Total 
                                 GBP'000     GBP'000   GBP'000    GBP'000 
 
 External revenue                  2,340       1,210        43      3,593 
 Expenses                          (805)        (18)         -      (823) 
                                                                --------- 
 Total revenue                     1,535       1,192        43      2,770 
                             -----------  ----------  --------  --------- 
 
 Operating loss                  (3,740)     (1,433)   (3,043)    (8,216) 
 
 Loss before tax                 (3,847)     (1,433)   (3,043)    (8,323) 
 Taxation                              -         179         -        179 
                                                                --------- 
 Loss for the year               (3,847)     (1,254)   (3,043)    (8,144) 
                             -----------  ----------  --------  --------- 
 
 Total assets                    129,337       2,360    59,561    191,258 
 Total liabilities              (29,632)     (1,544)   (1,339)   (32,515) 
 Net assets                       99,705         816    58,222    158,743 
                             -----------  ----------  --------  --------- 
 
 
 Period ended 30 June 2017    Short term     Payment 
  (Unaudited)                    finance    services     Other      Total 
                                 GBP'000     GBP'000   GBP'000    GBP'000 
 
 External revenue                    203       1,275         5      1,483 
 Expenses                           (18)        (31)         -       (49) 
                             -----------  ----------  --------  --------- 
 Total revenue                       185       1,244         5      1,434 
                             -----------  ----------  --------  --------- 
 
 Operating loss                  (1,254)     (1,314)   (1,434)    (4,002) 
 
 Loss before tax                 (1,274)     (1,644)   (1,434)    (4,352) 
 Taxation                            (3)         245         -        242 
 Loss for the year               (1,277)     (1,399)   (1,434)    (4,110) 
                             -----------  ----------  --------  --------- 
 
 Total assets                     23,672       7,551    34,146     65,369 
 Total liabilities              (20,996)     (1,041)         -   (22,037) 
 Net assets                        2,676       6,510    34,146     43,332 
                             -----------  ----------  --------  --------- 
 

5. Staff costs

Analysis of staff costs

 
                                         6 months            6 months           Year ended 
                                         ended 30            ended 30          31 December 
                                        June 2018           June 2017                 2017 
                                      (Unaudited)         (Unaudited)            (Audited) 
                                          GBP'000             GBP'000              GBP'000 
 
 Wages and salaries                         5,028               2,561                6,111 
 Consulting costs                             769                 710                1,262 
 Social security costs                        667                 286                  710 
 Pension costs arising on defined 
  contribution schemes                        116                  44                  105 
 Share based-payment                        1,191                   -                    - 
                                            7,771               3,601                8,188 
                                    -------------       -------------       -------------- 
 

Consulting costs are recognised within personnel costs where the work performed would otherwise have been performed by employees. Consulting costs arising from the performance of other services is included within other operating expenses.

Average monthly number of persons (including Executive Directors) employed

 
                          6 months            6 months           Year ended 
                          ended 30            ended 30          31 December 
                         June 2018           June 2017                 2017 
                       (Unaudited)         (Unaudited)            (Audited) 
                            Number              Number               Number 
 
 Management                     14                   4                   10 
 Finance                         8                   4                    4 
 Sales & marketing              22                  11                   12 
 Operations                     57                  36                   35 
 Technology                     14                   6                    8 
                                                             -------------- 
                               115                  61                   69 
                     -------------       -------------       -------------- 
 

Key management compensation

 
                             6 months            6 months 
                                ended               ended           Year ended 
                              30 June             30 June          31 December 
                                 2018                2017                 2017 
                          (Unaudited)         (Unaudited)            (Audited) 
                              GBP'000             GBP'000              GBP'000 
 
 Combined remuneration            587                   -                    - 
 Pension contributions              5                   -                    - 
 

The Directors consider that key management personnel are those persons who are the Executive Committee of TruFin plc. These individuals have the authority and responsibility for planning, directing and controlling the activities of the TruFin Group.

6. Employee share-based payment transactions

The employee share-based payment charge comprises:

 
                                       6 Months       6 Months         Year ended 
                                                         ended 
                                          ended        30 June        31 December 
                                                          2017     2017 (Audited) 
                                   30 June 2018    (Unaudited) 
                                    (Unaudited) 
                                        GBP'000        GBP'000            GBP'000 
 Performance Share Plan and 
  Joint Share Ownership Plan              1,106              -                  - 
  Founder Award 
 Performance Share Plan Market 
  Value Award                                85              -                  - 
 Performance Share Plan - 2018                -              -                  - 
  Award 
                                ---------------  -------------  ----------------- 
 Total                                    1,191              -                  - 
                                ---------------  -------------  ----------------- 
 

All employee share-based awards are deemed to be equity-settled schemes.

Performance Share Plan and Joint Share Ownership Plan Founder Award ("PSP and JSOP")

On 21 February 2018, 3,407,895 shares were granted to selected members of senior management of which the Share price at date of grant was GBP1.90 per share. The award is structured as a Performance Share Plan and a Joint Share Ownership Plan. The Performance Share Plan is structured as a nil cost option with no performance conditions attached, although the individuals are subject to continued employment until February 2021. The Joint Share Ownership Plan allows the employee to participate in the growth in value over and above the grant price of GBP1.90.

Performance Share Plan Market Value Award ("PSP Market Value")

On 21 February 2018, 4,868,420 shares were granted to the senior management team. The vesting of this award is based on market-based performance conditions. The vesting of these awards is subject to the holder remaining an employee of the Company and the Company's share price achieving five distinct milestones vesting at 20% each milestone. The exercise price of the shares on vesting is GBP1.90 per share.

Performance Share Plan 2018 Award ("PSP 2018")

On 21 February 2018, 1,000,001 shares were granted to the senior management team. The PSP 2018 award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until February 2021 and the Company achieving certain financial metrics over a three-year period.

7. Provision for commitments and other liabilities

As at 31 December 2017 management has recognised a provision in relation to uncertain tax positions prior to 31 December 2016. Although advice has been taken, the legislation is complex and could result in different interpretations. The amount recognised is the best estimate of the consideration required to settle the present obligation at the balance sheet date.

The movement in provision during the year relates to a lease provision for DFC's remaining property costs outstanding on the Sutton office following the relocation of staff to Manchester and London. The provision will be released over the course of the remainder of the lease which expires February 2019.

 
                                         GBP'000 
 
 At 1 January 2018 (Audited)                 299 
 Additional provision during the year         98 
 At 30 June 2018 (Unaudited)                 397 
                                        -------- 
 

8. Exceptional expenses

Loss before income tax is stated after charging the following material items:

 
             6 months 
                                                            6 months 
                                          ended                ended           Year ended 
                                        30 June              30 June          31 December 
                                           2018                 2017                 2017 
                                    (Unaudited)          (Unaudited)            (Audited) 
                                        GBP'000              GBP'000              GBP'000 
 
 Oxygen IT platform transition                      -            330                  330 
                    -                                            330                  330 
 --------------------                                  -------------       -------------- 
 

Oxygen's legacy business strategy had also been based around a technology platform operated by a third-party provider on Oxygen's behalf. Oxygen incurred material costs to transfer the platform to a cloud based environment under its own control and in terminating certain legacy contracts.

9. Loss before income tax

Loss before income tax is stated after charging:

 
                                   6 months            6 months 
                                      ended               ended           Year ended 
                                    30 June             30 June          31 December 
                                       2018                2017                 2017 
                                (Unaudited)         (Unaudited)            (Audited) 
                                    GBP'000             GBP'000              GBP'000 
 
 Depreciation of property, 
  plant and equipment                    41                  14                   43 
 Amortisation of intangible 
  assets                                 83                  30                  156 
 Staff costs                          7,771               3,601                8,188 
 Operating lease rentals                231                 194                  258 
 Audit fees payable to the 
  Group's auditor                        60                   -                  107 
 Non-audit fees payable to 
  the Group's auditor                    59                   -                  894 
                              -------------       -------------       -------------- 
 

10. Taxation

Analysis of tax credit recognised in the period

 
                            6 months            6 months 
                               ended               ended           Year ended 
                             30 June             30 June          31 December 
                                2018                2017                 2017 
                         (Unaudited)         (Unaudited)            (Audited) 
                             GBP'000             GBP'000              GBP'000 
 
 Current tax credit                -                   3                    - 
 Deferred tax credit           (179)               (245)                (867) 
                       -------------       -------------       -------------- 
 Total tax credit              (179)               (242)                (867) 
                       -------------       -------------       -------------- 
 

Deferred Tax Asset

 
                                       6 months            6 months 
                                          ended               ended           Year ended 
                                        30 June             30 June          31 December 
                                           2018                2017                 2017 
                                    (Unaudited)         (Unaudited)            (Audited) 
                                        GBP'000             GBP'000              GBP'000 
 
 Balance at start of the period           5,189               4,322                4,322 
 Credit to the statement of 
  comprehensive income                      179                 245                  867 
                                  -------------       -------------       -------------- 
 Balance at the end of the 
  year                                    5,368               4,567                5,189 
                                  -------------       -------------       -------------- 
 

11. Other intangible assets

 
                                                  Software, 
                                      Client       licenses 
                                   Contracts    and similar     Total 
                                                     assets 
                                     GBP'000        GBP'000   GBP'000 
 Cost 
 At 1 January 2018                       305            500       805 
 Additions                               823            475     1,298 
 At 30 June 2018                       1,128            975     2,103 
                                 -----------  -------------  -------- 
 
 Amortisation 
 At 1 January 2018                      (52)          (104)     (156) 
 Charge for the period                  (18)           (65)      (83) 
 At 30 June 2018                        (70)          (169)     (239) 
                                 -----------  -------------  -------- 
 
 Net book value 
 At 30 June 2018 (Unaudited)           1,058            806     1,864 
 At 31 December 2017 (Audited)           253            396       649 
 
 
 Cost 
 At 1 January 2017                   -       -       - 
 Additions                         155     500     655 
 At 30 June 2017                   155     500     655 
 Additions                         150       -     150 
                                 -----  ------  ------ 
 At 31 December 2017               305     500     805 
                                 -----  ------  ------ 
 
 Amortisation 
 At 1 January 2017                   -       -       - 
 Charge for the period            (30)       -    (30) 
 At 30 June 2017                  (30)       -    (30) 
 Charge for the period            (22)   (104)   (126) 
                                 -----  ------  ------ 
 At 31 December 2017              (52)   (104)   (156) 
                                 -----  ------  ------ 
 
 Net book value 
 At 31 December 2017 (Audited)     253     396     649 
 At 30 June 2017 (Unaudited)       125     500     625 
 At 31 December 2016 (Audited)       -       -       - 
 

Client Contracts comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the TruFin Group's software and other intellectual property. These implementation (or "set up") costs are comprised primarily of employee costs.

The useful economic life for each individual asset is deemed to be the term of the underlying Client Contract (generally 5 years) which has been deemed appropriate and for impairment review purposes, projected cash flows have been discounted over this period.

The amortisation charge is recognised in fee expenses within the statement of comprehensive income.

Software, licenses and similar assets comprises internally developed platforms and systems, as well as external licenses. Costs that are directly associated with the production of identifiable and unique software products controlled by the TruFin Group and are probable of producing future economic benefits, are recognised as intangible assets. Direct costs of software development include employee costs and directly attributable overheads.

A useful economic life of 3-5 years has been deemed appropriate and for impairment review purposes, projected cash flows have been discounted over this period.

The amortisation charge is recognised in depreciation and amortisation on non-financial assets within the statement of comprehensive income.

12. Other investments

 
                                             Level 3 valuation 
                                                       GBP'000 
 
 Fair value at 31 December 2017                         36,500 
 Gain on revaluation at 30 June 2018                     8,000 
 
 Fair value at 30 June 2018 (Unaudited)                 44,500 
                                            ------------------ 
 
 
                                             Level 3 valuation 
                                                       GBP'000 
 
 Fair value at 31 December 2016                         33,900 
 Gain on revaluation at 31 December 2017                 2,600 
 
 Fair value at 31 December 2017 (Audited)               36,500 
                                            ------------------ 
 

At 31 December 2017, the TruFin Group had an economic interest in Zopa Group Limited (the ultimate owner of the UK-based Zopa peer-to-peer lending business). During the first half of 2017, Zopa underwent a corporate restructuring. Prior to this, the ultimate owner of the Zopa business was Zopa Holdings Inc, a Delaware (USA) company. The below table represents the economic ownership both on an undiluted basis and a fully diluted basis (i.e. assuming that all holders of options, warrants and preferred shares were to have exercised their subscription and conversion rights).

Zopa Ownership:

 
                       30 June 
                          2018 
                                          31 December 
                   (Unaudited)         2017 (Audited) 
 
 Undiluted               14.9%                  17.7% 
 Fully diluted           13.1%                  15.7% 
 

A level 3 valuation is one that relies on unobservable inputs to the valuation process.

The shares are not quoted in any market. TruFin values it investment in Zopa using the most recent funding round. Zopa has had a series of funding rounds and the latest funding round therefore represents the most recent price of the transaction and is the best estimate for its market value. TruFin values the investment on a monthly basis. At the half year end and the year end an independent valuation is carried out by an independent valuation service provider.

13. Loans and advances

 
                                  30 June 
                                                 31 December 
                                     2018               2017 
                              (Unaudited)          (Audited) 
                                  GBP'000            GBP'000 
 
 Total loans and advances          74,092             32,835 
 Less: loss allowance               (193)              (126) 
                                   73,899             32,709 
                            -------------       ------------ 
 

Total loans and advances are made up of;

 
                                         30 June 
                                                        31 December 
                                            2018               2017 
                                     (Unaudited)          (Audited) 
                                         GBP'000            GBP'000 
 
 Loans and advances to customers          66,942             32,835 
 Financial assets at Fair Value            7,150                  - 
                                          74,092             32,835 
                                   -------------       ------------ 
 

Past due receivables relating to loans and advances are analysed as follows:

 
                                       30 June 
                                                      31 December 
                                          2018               2017 
                                   (Unaudited)          (Audited) 
                                       GBP'000            GBP'000 
 
 Neither past due nor impaired          72,653             32,402 
 Past due: 0-30 days                       761                254 
 Past due: 31-60 days                       26                 16 
 Past due 61-90 days                         6                  1 
 Past due: More than 91 days                 0                 32 
 Impaired                                  453                  4 
                                        73,899             32,709 
                                 -------------       ------------ 
 

14. Trade and other receivables

 
                               30 June 
                                              31 December 
                                  2018               2017 
                           (Unaudited)          (Audited) 
                               GBP'000            GBP'000 
 
 Trade and receivables             413                487 
 Prepayments                     1,177              1,062 
 Accrued income                    461                354 
 VAT                               248                 29 
 Other debtors                     959                376 
                                 3,258              2,308 
                         -------------       ------------ 
 

Trade receivables above are stated net of a loss allowance of GBPNil (Dec 2017: GBPNil). All receivables are due within one year.

Unimpaired, past due trade receivables are analysed as follows:

 
                                     30 June 
                                                    31 December 
                                        2018               2017 
                                 (Unaudited)          (Audited) 
                                     GBP'000            GBP'000 
 
 Not yet due                             280                328 
 Past due: 0-30 days                      21                 10 
 Past due: 31-60 days                     43                  8 
 Past due: 61-90 days                     16                  - 
 Past due: More than 91 days              53                141 
                                         413                487 
                               -------------       ------------ 
 

15. Share capital

 
                                      Share Capital     Total 
                                            GBP'000   GBP'000 
 
 97,368,421 shares at GBP1.90 each          185,000   185,000 
 

At 31 December 2017, 123,965,702 shares were issued and fully paid. 1 share was issued and unpaid.

In February 2018, these were consolidated to form 57,118,419 ordinary shares and on 21 February 2018, the shares of TruFin plc were listed on the Alternative Investment Market of the London Stock Exchange. The company raised GBP70 million from the IPO, issuing 36,842,106 shares at a price of 190p share.

All ordinary shares carry equal entitlements to any distributions by the company. No dividends were proposed by the Directors for the period ended 30 June 2018.

16. Borrowings

 
                                   30 June 
                                                  31 December 
                                      2018               2017 
                               (Unaudited)          (Audited) 
                                   GBP'000            GBP'000 
 
 Loans due within one year              44                 35 
 Loans due in over a year           23,594              9,000 
                                    23,638              9,035 
                             -------------       ------------ 
 

On 12 December 2017, DFC entered into a two year senior debt facility with a leading bank which is secured on a floating pool of underlying assets. Interest is payable at 3 month LIBOR + 4%.

17. Trade and other payables

 
                                            30 June 
                                                           31 December 
                                               2018               2017 
                                        (Unaudited)          (Audited) 
                                            GBP'000            GBP'000 
 
 Trade payables                               4,716                212 
 Accruals                                     2,940              1,430 
 Other payables                                 426                652 
 Other taxation and social security             398                511 
                                              8,480              2,805 
                                      -------------       ------------ 
 

18. Financial instruments

The Directors have performed an assessment of the risks affecting the TruFin Group through its use of financial instruments and believe the principal risks to be: capital risk; credit risk; market risk and interest rate risk.

This note describes the TruFin Group's objectives, policies and processes for managing the material risks and the methods used to measure them. The significant accounting policies regarding financial instruments are disclosed in note 1.

Capital risk management

The TruFin Group manages its capital to ensure that entities in the TruFin Group will be able to continue as a going concern while providing an adequate return to shareholders.

The capital structure of the TruFin Group consists of net debt (borrowings disclosed in note 16) and equity of the TruFin Group (comprising issued capital, reserves, retained earnings and non-controlling interests).

The TruFin Group is not subject to any externally imposed capital requirements.

Principal financial instruments

The principal financial instruments to which the TruFin Group is party and from which financial instrument risk arises, are as follows:

   --     Loans and advances to customers, primarily credit risk and liquidity risk; 
   --     Trade receivables, primarily credit risk and liquidity risk; 
   --     Investments, primarily fair value or market price risk; 

-- Cash and cash equivalents, which can be a source of credit risk but are primarily liquid assets available to further business objectives or to settle liabilities as necessary;

   --     Trade and other payables; and 
   --     Borrowings which are used as sources of funds and to manage liquidity risk. 

Analysis of financial instruments by valuation model

Financial assets included in the balance sheet at fair value:

 
                                                     30 June 
                                                                           31 December 
                                                        2018                      2017 
                                                 (Unaudited)                 (Audited) 
                                                     GBP'000                   GBP'000 
 Investments (level 3)                                44,500                    36,500 
 Financial assets at fair value (level 
  3)                                                   7,150                         - 
 

A level 3 valuation is one that relies on unobservable inputs to the valuation process.

The Zopa valuation is calculated by reference to the price of previous transactions involving the issuance of shares in Zopa and warrants over shares in Zopa and any other relevant information such as future funding rounds.

The Zopa valuation as at 30 June 2018 is based on the most recent funding round concluded by Zopa.

Financial assets at fair value have been valued by reference to the performance and financial position of the underlying companies, their credit quality and prevailing market conditions.

There are no financial liabilities included in the balance sheet at fair value.

30 June 2018

Financial assets and financial liabilities included in the balance sheet that are not measured at fair value:

 
                              Carrying      Fair 
                                amount     value     Level     Level     Level 
                                                         1         2         3 
                               GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
 
 Financial assets not 
  measured at fair value 
  (Unaudited) 
 Loans and advances 
  to customers                  66,749    66,749         -         -    66,749 
 Trade receivables                 413       413         -         -       413 
 Other receivables               2,845     2,845         -         -     2,845 
 Cash and cash equivalents      62,158    62,158    62,158         -         - 
                               132,165   132,165    62,158         -    70,007 
                             ---------  --------  --------  --------  -------- 
 
 Financial liabilities 
  not measured at fair 
  value (Unaudited) 
 Other borrowings               23,638    23,638         -         -    23,638 
 Other liabilities               8,480     8,480         -         -     8,480 
                                32,118    32,118         -         -    32,118 
                             ---------  --------  --------  --------  -------- 
 

31 December 2017

 
                              Carrying      Fair     Level     Level     Level 
                                amount     value         1         2         3 
                               GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
 
 Financial assets not 
  measured at fair value 
  (Audited) 
 
 Loans and advances 
  to customers                  32,709    32,709         -         -    32,709 
 Trade receivables                 487       487         -         -       487 
 Other receivables               1,821     1,821         -         -     1,821 
 Cash and cash equivalents      26,049    26,049    26,049         -         - 
                                61,066    61,066    26,049         -    35,017 
                             ---------  --------  --------  --------  -------- 
 
 Financial liabilities 
  not measured at fair 
  value (Audited) 
 
 Other borrowings                9,035     9,035         -         -     9,035 
 Other liabilities               2,805     2,805         -        27     2,778 
                                11,840    11,840         -        27    11,813 
                             ---------  --------  --------  --------  -------- 
 

Fair values for level 3 assets were calculated using a discounted cash flow model and the Directors consider that the carrying amounts of financial assets and liabilities recorded at amortised cost in the financial statements approximate to their fair values.

Loans and advances to customers

Due to the short-term nature of loans and advances to customers, their carrying value is considered to be approximately equal to their fair value. These items are short term in nature such that the impact of the choice of discount rate would not make a material difference to the calculations.

Trade and other receivables, other borrowings and other liabilities

These represent short-term receivables and payables and as such their carrying value is considered to be equal to their fair value.

Financial risk management

The TruFin Group's activities and the existence of the above financial instruments expose it to a variety of financial risks.

The Board of Directors has overall responsibility for the determination of the TruFin Group's risk management objectives and policies. The overall objective of the Board of Directors is to set policies that seek to reduce ongoing risk as far as possible without unduly affecting the TruFin Group's competitiveness and flexibility.

The TruFin Group is exposed to the following financial risks:

   --     Credit risk; 
   --     Liquidity risk; 
   --     Market risk; and 
   --     Interest rate risk. 

Further details regarding these policies are set out below.

Credit risk

Credit risk is the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss to the TruFin Group. One of the TruFin Group's main income generating activities is lending to customers and therefore credit risk is a principal risk. Credit risk mainly arises from loans and advances to customers. The TruFin Group considers all elements of credit risk exposure such as counterparty default risk, geographical risk and sector risk for risk management purposes.

Credit risk management

The credit committees within the wider TruFin Group is responsible for managing the credit risk by:

-- Ensuring that it has appropriate credit risk practices, including an effective system of internal control;

-- Identifying, assessing and measuring credit risks across the TruFin Group from an individual instrument to a portfolio level;

-- Creating credit policies to protect the TruFin Group against the identified risks including the requirements to obtain collateral from borrowers, to perform robust ongoing credit assessment of borrowers and to continually monitor exposures against internal risk limits;

-- Limiting concentrations of exposure by type of asset, counterparty, industry, credit rating, geographical location;

-- Establishing a robust control framework regarding the authorisation structure for the approval and renewal of credit facilities;

-- Developing and maintaining the risk grading to categorise exposures according to the degree of risk of default. Risk grades are subject to regular reviews; and

-- Developing and maintaining the processes for measuring Expected Credit Loss (ECL) including monitoring of credit risk, incorporation of forward looking information and the method used to measure ECL.

Significant increase in credit risk

The TruFin Group continuously monitors all assets subject to Expected Credit Loss as to whether there has been a significant increase in credit risk since initial recognition, either through a significant increase in Probability of Default ("PD") or in Loss Given Default ("LGD").

The following is based on the procedures adopted by the TruFin Group:

Granting of credit

The Business Development Team prepare a Credit Application which sets out the rationale and the pricing for the proposed loan facility and confirms that it meets the TruFin Group's product risk and pricing policies. The Application will include the proposed counterparty's latest financial information and any other relevant information but as a minimum:

   --     Details of the limit requirement e.g. product, amount, tenor, repayment plan etc.; 
   --     Facility purpose or reason for increase; 
   --     Counterparty details, background, management, financials and ratios (actuals and forecast); 
   --     Key risks and mitigants for the application; 

-- Conditions, covenants & information (and monitoring proposals) and security (including comments on valuation);

   --     Pricing; 
   --     Confirmation that the proposed exposure falls within risk appetite; and 
   --     Clear indication where the application falls outside of risk appetite. 

The Credit Risk Department will analyse the financial information, obtain reports from credit reference agencies, allocate a risk rating and make a decision on the application. The process may require further dialogue with the Business Development Team to ascertain additional information or clarification.

Each mandate holder and Committee is authorised to approve loans up to agreed financial limits provided that the risk rating of the counterparty is within agreed parameters. If the financial limit requested is higher than the credit authority of the first reviewer of the loan facility request, the application is sent to the next credit authority level with a recommendation.

The Executive Risk Committee reviews all applications that are outside the credit approval mandate of the mandate holder due to the financial limit requested or if the risk rating is outside of policy but there is a rationale and/or mitigation for considering the loan on an exceptional basis.

Applications where the counterparty has a high risk rating are sent to the Executive Risk Committee for a decision based on a positive recommendation from the Credit Risk department. Where a limited company has such a risk rating, the Executive Risk Committee will consider the following mitigants:

-- Existing counterparty which has met all obligations in time and in accordance with loan agreements;

   --     Counterparty known to TruFin Group personnel who can confirm positive experience; 

-- Additional security, either tangible or personal guarantees where there is verifiable evidence of personal net worth; and

-- A commercial rationale for approving the application, although this mitigant will generally be in addition to at least one of the other mitigants.

Identifying significant increases in credit risk

The short tenor of the current loan facilities reduces the possible adverse effect of changes in economic conditions and/or the credit risk profile of the counterparty.

The TruFin Group nonetheless measures a change in a counterparty's credit risk mainly on payment and end of contract repayment behaviour and the collateral audit process. Although regular and interim reviews may highlight other changes in a counterparty's risk profile, such as the security asset no longer being under the control of the borrower. The TruFin Group views a significant increase in credit risk as:

-- A two-notch reduction in the TruFin Group's counterparty's risk rating, as notified through the credit rating agency;

   --     A counterparty defaults on a payment due under a loan agreement; 
   --     Late contractual payments which although cured, re-occur on a regular basis; 

-- Counterparty confirmation that it has sold TruFin Group assets but delays in processing payments;

-- Evidence of a reduction in a counterparty's working capital facilities which has had an adverse effect on its liquidity; and

-- Evidence of actual or attempted sales out of trust or of double financing of assets funded by the TruFin Group.

An increase in significant credit risk is identified when any of the above events happen after the date of initial recognition.

Default

Identifying loans and advances to customers in default and credit impaired

The TruFin Group's definition of default for this purpose is:

-- A counterparty defaults on a payment due under a loan agreement and that payment is overdue on its terms;

-- The collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds have not been paid to the lending company; or

-- A counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending company to believe that the borrower's ability to meet its credit obligations to the lending company is in doubt.

The short tenor of the loans extended by the TruFin Group means that significant economic events are unlikely to influence counterparties' ability to meet their obligations to the TruFin Group.

At 30 June 2018 a very small amount of assets are considered credit impaired and no forbearance had been granted.

Exposure at default

Exposure at default ("EAD") is the expected loan balance at the point of default and, for the purpose of calculating the Expected Credit Losses ("ECL"), management have assumed this to be the balance at the reporting date.

Expected Credit Losses

The ECL on an individual loan is based on the credit losses expected to arise over the life of the loan, being defined as the difference between all the contractual cash flows that are due to the TruFin Group and the cash flows that it actually expects to receive.

This difference is then discounted at the original effective interest rate on the loan to reflect the disposal period of such assets underlying the original contract.

Regardless of the loan status stage, the aggregated ECL is the value that the TruFin Group expects to lose on its current loan book having assessed each loan individually.

To calculate the ECL on a loan, the TruFin Group considers:

   1.   Counterparty PD; and 
   2.   LGD on the asset 

whereby: ECL = EAD x PD x LGD

Forward looking information

In its ECL models, the TruFin Group applies the following sensitivity analysis of forward-looking economic inputs:

   --     GDP growth 
   --     Central Bank base rates expressed as LIBOR 
   --     Retail Price Index ("RPI") 

However, in making its assessment of the impact of these key forward looking economic assumptions, the TruFin Group has placed reliance on the short-dated nature of its loans which do not extend beyond 12 months. Given the current loan book has an average tenor of less than 4 months the forward looking economic inputs above do not affect the ECL significantly.

Maximum exposure to credit risk

 
                                         30 June 
                                                        31 December 
                                            2018               2017 
                                     (Unaudited)          (Audited) 
                                         GBP'000            GBP'000 
 
 Cash and cash equivalents                62,158             26,049 
 Loans and advances                       73,899             32,709 
 Trade and other receivables               3,258              2,308 
 Maximum exposure to credit risk         139,315             61,066 
                                   -------------       ------------ 
 

Loans and advances to customers:

Collateral held as security

 
                                           30 June        31 December 
                                              2018               2017 
                                       (Unaudited)          (Audited) 
                                           GBP'000            GBP'000 
 Fully collateralised 
 Loan-to-value* ratio: 
 Less than 50%                                   -                  6 
 50% to 70%                                    353                  5 
 71% to 80%                                      6              3,893 
 81% to 90%                                    900              5,161 
 91% to 100%                                65,553             23,311 
                                            66,812             32,376 
                                     -------------       ------------ 
 
 Partially collateralised 
 Collateral value relating to loans 
  over 100% loan-to-value                        -                  - 
 Unsecured lending                             130                459 
                                     -------------       ------------ 
 

* Calculated using wholesale collateral values

The majority of the TruFin Group's lending activities are asset-backed and the TruFin Group expects that the majority of its exposure is secured by the collateral value of the asset that has been funded under the loan agreement. The TruFin Group has title to the collateral which is funded under loan agreements. The collateral has low depreciation and is not subject to rapid technological changes or redundancy. There has been no change in the TruFin Group's assessment of collateral and its underlying value in the reporting period.

The assets are generally in the counterparty's possession, but this is controlled and managed by the asset audit process. The audit process checks on an agreed periodic basis that the asset is in the counterparty's possession and has not been sold out of trust or is otherwise not in the counterparty's control. The frequency of the audits is determined by the risk rating assessed at the time that the borrowing facility is first approved.

Additional security may also be taken to further secure the counterparty's obligations and further mitigate risk. Further to this, in many cases the TruFin Group is often granted by the counterparty, an option to sell-back the underlying collateral.

Based on the TruFin Group's current principal products, the counterparty repays its obligation under a loan agreement with the TruFin Group at or before the point that it sells the asset. If the asset is not sold and the loan agreement reaches maturity, the counterparty is required to pay the amount due under the loan agreement plus any other amounts due. In the event that the counterparty does not pay on the due date, the TruFin Group's customer management process will maintain frequent contact with the counterparty to establish the reason for the delay and agree a timescale for payment. Senior Management will review actions on a regular basis to ensure that the TruFin Group's position is not being prejudiced by delays.

In the event that the TruFin Group determines that payment will not be made voluntarily, it will enforce the terms of its loan agreement and recover the asset, instituting legal proceedings for delivery, if necessary. If there is a shortfall between the net sales proceeds from the sale of the asset and the counterparty's obligations under the loan agreement, the shortfall is payable by the counterparty on demand.

Concentration of credit risk

The TruFin Group maintains policies and procedures to manage concentrations of credit at the counterparty level and industry level to achieve a diversified loan portfolio. As at 30 June 2018, the largest counterparty exposure was 7% of the total loan portfolio and the largest industry sector exposure was 34% of the total loan portfolio.

Credit quality

An analysis of the TruFin Group's credit risk exposure for loan and advances per class of financial asset, internal rating and "stage" is provided in the following tables. A description of the meanings of Stages 1, 2 and 3 is given in the accounting policies.

 
                                                                      30 June        31 December 
                                                                                            2017 
                                                                         2018          (Audited) 
                                                                  (Unaudited) 
 Risk rating          Stage          Stage          Stage               Total              Total 
                          1              2              3 
                    GBP'000        GBP'000        GBP'000             GBP'000            GBP'000 
 
 Above Average 
  (Risk rating 
  1-2)               30,849            283              -              31,132             14,305 
 Average (Risk 
  rating 3-5)        21,680             80              -              21,760             16,207 
 Below Average 
  (Risk rating 
  6+)                13,248            777             25              14,050              2,323 
 Gross carrying 
  amount             65,777          1,140             25              66,942             32,835 
 
 Loss allowance       (158)           (17)           (18)               (193)              (126) 
 
 Carrying amount     65,619          1,123              7              66,749             32,709 
                   --------       --------       --------       -------------       ------------ 
 
 
 Gross Carrying Amount               Stage     Stage     Stage     Total 
                                         1         2         3 
                                   GBP'000   GBP'000   GBP'000   GBP'000 
 
 As at 31 December 2017 
  (Audited)                         32,835         -         -    32,835 
 Transfer to stage 2                 (538)       538         -         - 
 Transfer to stage 3                  (13)         -        13         - 
 Net loans originated               33,493       602        12    34,107 
 As at 30 June 2018 (Unaudited)     65,777     1,140        25    66,942 
                                  --------  --------  --------  -------- 
 

Trade receivables

 
                                      30 June        31 December 
                                         2018               2017 
                                  (Unaudited)          (Audited) 
 Status at balance sheet date         GBP'000            GBP'000 
 
 Not past due, nor impaired               280                328 
 Past due but not impaired                133                159 
 Total gross carrying amount              413                487 
 loss allowance                             -                  - 
 Carrying amount                          413                487 
                                -------------       ------------ 
 Net trade receivables                    413                487 
                                -------------       ------------ 
 

The TruFin Group has determined that all trade receivables are Stage 1. They all relate to amounts outstanding from public sector bodies in the UK and US. As such there is no expectation of material future credit losses relating to these financial assets.

The contractual amount outstanding on financial assets that were written off during the reporting period and are still subject to enforcement activity is GBPNil at 30 June 2018 (31 December 2017: GBPNil).

Liquidity risk

Liquidity risk is the risk that the TruFin Group does not have sufficient financial resources to meet its obligations as they fall due or will have to do so at an excessive cost. This risk arises from mismatches in the timing of cash flows which is inherent in all banking operations and can be affected by a range of Group-specific and market-wide events.

Liquidity risk management

The TruFin Group delegates liquidity risk management to its subsidiary, DFC, which has in place a policy and control framework for managing liquidity risk. DFC's Asset and Liability Management Committee (ALCO) is responsible for managing the liquidity risk via a combination of policy formation, review and governance, analysis, stress testing, limit setting and monitoring. The ALCO meets on a monthly basis to review the liquidity position and risks. Daily liquidity reports are produced and reviewed by the management team to track liquidity and pipeline.

DFC is in the process of applying for a Bank Licence. One of the key requirements is to a have a comprehensive liquidity management process & documentation which is submitted to the Prudential Regulation Authority (PRA) for approval. These documents have been approved by DFC's Board of Directors and submitted to the PRA.

Group Finance performs treasury management for the TruFin Group, with responsibility for the treasury for each business entity being delegated to the individual subsidiaries. However, in line with the wider Group governance structure, Group Finance performs an important oversight role in the wider treasury considerations of the TruFin Group. The primary mechanism for maintaining this oversight is a formal requirement that the subsidiaries' Finance teams notify all material Treasury matters to Group Finance.

The main Group responsibilities are to maintain banking relationships, manage and maximise the efficiency of the TruFin Group's working capital and long term funding and ensure ongoing compliance with banking arrangements. The TruFin Group currently does not have any offsetting arrangements.

Liquidity stress testing

DFC has assessed its liquidity adequacy and viability for the first 12 months of operations, based on its 5 year business plan projections. Under this analysis, DFC is confident that it will be able to meet all of its liabilities as they fall due, even in a stress scenario.

A range of liquidity stress scenarios has been conducted (as detailed in the capital and liquidity requirements), which demonstrates that DFC's liquidity profile at the end of this 12 month period will be sufficient to withstand a severe stress at this time.

Maturity analysis for financial assets and financial liabilities

The following maturity analysis is based on expected gross cash flows.

As at 30 June 2018:

 
                                 Carrying     < than     1 - 3     3 months        1 - 
                                   amount    1 month    months    to 1 year    5 years 
 Financial assets (Unaudited) 
 Cash and cash equivalents         62,158     62,158         -            -          - 
 Trade receivables                    413        362        51            -          - 
 Loans and advances 
  to customers                     73,899     17,174    21,284       26,326      9,159 
 Investment securities             44,500          -         -            -     44,500 
                                  180,970     79,694    21,335       26,326     53,659 
 
 Financial liabilities 
  (Unaudited) 
 Trade and similar 
  payables                          8,480      8,480         -            -          - 
 Borrowings                        23,638        104       205          917     24,156 
                                   32,118      8,584       205          917     24,156 
 

Market risk

Market risk is the risk that movements in market factors, such as foreign exchange rates, interest rates, credit spreads, equity prices and commodity prices will reduce the TruFin Group's income or the value of its portfolios.

Market risk management

The TruFin Group's management objective is to manage and control market risk exposures in order to optimise return on risk while ensuring solvency.

The core market risk management activities are:

   --     The identification of all key market risk and their drivers; 
   --     The independent measurement and evaluation of key market risks and their drivers; 

-- The use of results and estimates as the basis for the TruFin Group's risk/return-oriented management; and

   --     Monitoring risks and reporting on them. 

Interest rate risk management

The TruFin Group is exposed to the risk of loss from fluctuations in the future cash flows or fair values of financial instruments because of the change in market interest rates.

Interest rate risk

The TruFin Group's borrowings are at 3m LIBOR plus a margin. The borrowing that is currently in place is a short term measure until DFC is granted its banking licence and hence there is little cash flow interest rate risk. Conversely there is little interest rate price risk because market interest rates are currently low.

19. Leasing commitments

At the year-end date the TruFin Group has lease agreements in respect of properties and equipment for which the payments extend over a number of years. The future minimum lease payments under non-cancellable leases are as follows:

 
                                             30 June 
                                                          31 December 
                                                2018             2017 
                                         (Unaudited)        (Audited) 
                                             GBP'000          GBP'000 
Due in less than one year                        312              391 
Due between one and five years                   627              450 
Total future lease payments committed            939              841 
 

20. Earnings per share

The calculation of the basic and adjusted earnings per share is based on the following data:

 
                                                        6 months 
                                                           ended         Year ended 
                                                         30 June        31 December 
                                                            2018               2017 
                                                     (Unaudited)          (Audited) 
Number of shares 
 
Basic and Diluted                                     97,368,421        123,765,703 
 
Earnings attributable to ordinary shareholders           GBP'000            GBP'000 
Loss after tax attributable to the owners 
 of TruFin plc                                           (7,903)            (8,103) 
 
Adjusted earnings attributable to ordinary 
 shareholders 
Loss after tax attributable to the owners 
 of TruFin plc                                           (7,903)            (8,103) 
Adjusted for 
     Share Based Payment                                   1,191                  - 
 
Adjusted loss after tax attributable 
 to the owners of TruFin plc                             (6,712)            (8,103) 
 
Earnings per share (Unaudited)                             Pence              Pence 
Basic and Diluted                                          (8.1)              (6.5) 
Adjusted                                                   (6.9)              (6.5) 
Adjusted(2)                                                  1.3              (4.4) 
 

Adjusted(2) EPS includes the unrealised gain on revaluation of the TruFin Group's investment in Zopa - GBP8.0m for the 6 months ended 30 June 2018 (GBP2.6m for the year ended 31 December 2017).

21. Related party disclosures

Transactions with Directors

Transactions with Directors, or entities in which a Director is also a Director or partner:

 
                                                    30 June 
                                                                  31 December 
                                                       2018              2017 
                                                (Unaudited)         (Audited) 
                                                    GBP'000           GBP'000 
Loans provided to a director                            140                 - 
Consultancy services provided by a director                    -           13 
 

Key management personnel disclosures are provided in note 5.

Loans were issued to Henry Kenner (GBP74,878) and James van den Bergh (GBP64,894) on 21 February 2018 relating to the tax and national insurance payable on the JSOP founder awards in the month that these were granted. These loans are outstanding at the period end.

22. Post balance sheet events

On 3 August 2018, Oxygen Finance Group Limited, acquired 100% of Porge Limited ("Porge"). Porge provides an evidence based public sector market insight service and research product. The consideration comprises GBP2m in cash paid on completion and an earn out of a maximum of GBP0.75m in cash, payable in 2019, subject to meeting certain performance conditions.

An assessment of the goodwill arising from this acquisition is being carried out and will be completed as part of the preparation of the consolidated accounts for the year ended 31 December 2018.

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.

END

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