TruFin PLC Result of AGM (2538R)

TIDMTRU TIDMTRU

RNS Number : 2538R

TruFin PLC

26 June 2020

TruFin plc

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

26 June 2020

ANNOUNCEMENT OF ANNUAL GENERAL MEETING RESULTS

TruFin is pleased to announce that its third Annual General Meeting ("AGM") was held today.

Ordinary resolutions 1-8 and special resolution 11 as proposed in the Notice of AGM were duly passed.

Ordinary resolution 9 and special resolution 10 as proposed in the Notice of AGM were not passed.

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

 
 Annual General Meeting Resolutions                   For                  Against         Withheld 
  numbered and with defined 
  terms as per the Notice of 
  Meeting 
                                                Number        %        Number       %       Number 
                                             -----------  --------  -----------  -------  --------- 
       To receive the reports 
        of the Directors and the 
        Auditors and the audited 
        accounts for the financial 
        year ended 31 December 
 1.     2019.                                 64,374,261   99.71%    189,684      0.29%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       To re-elect James van den 
        Bergh as a Director of 
 2.     the Company.                          64,563,945   100.00%   0            0.00%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       To re-elect Steve Baldwin 
 3.     as a Director of the Company.         64,563,945   100.00%   0            0.00%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       To re-elect Penny Judd 
 4.     as a Director of the Company.         64,563,945   100.00%   0            0.00%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       To re-elect Paul Dentskevich 
 5.     as a Director of the Company.         64,563,945   100.00%   0            0.00%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       To elect Stephen Greene 
 6.     as a Director of the Company.         64,563,945   100.00%   0            0.00%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       To appoint Crowe U.K. LLP 
        as Auditors of the Company 
        to hold office until the 
        conclusion of the next 
        general meeting of the 
        Company at which accounts 
 7.     are laid.                             61,435,738   95.15%    3,128,207    4.85%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       To authorise the directors 
        to determine the remuneration 
 8.     of the Auditors.                      64,563,945   100.00%   0            0.00%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       The directors of the Company 
        be authorised for the purposes 
        of the articles of association 
        of the Company (the "Articles") 
        to allot (with or without 
        confirming rights of renunciation), 
        grant options over or otherwise 
        deal in any unissued shares 
        of the Company (whether 
        for cash or non-cash consideration) 
        on such terms and conditions 
        as they may in their discretion 
        think fit up to an aggregate 
        maximum of 26,940,735 ordinary 
        shares of GBP0.91 each 
        in the capital of the Company 
        ("Ordinary Shares") such 
        authority to expire at 
        the earlier of the conclusion 
        of the next annual general 
        meeting of the Company 
        or at close of business 
        on 26 September 2021 (unless 
        previously renewed, varied 
        or revoked by the Company 
 9.     prior to or on that date).            4,900,000    7.59%     59,663,945   92.41%   0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       The directors of the Company 
        are empowered to allot 
        equity securities pursuant 
        to the Articles as if Article 
        3 (pre-emption rights) 
        of the Articles did not 
        apply to such allotment, 
        such power being limited 
        to: 
        a. the allotment of equity 
        securities in connection 
        with an issue or offering 
        in favour of holders of 
        equity securities and any 
        other persons entitled 
        to participate in such 
        issue or offering where 
        the equity securities respectively 
        attributable to the interests 
        of such holders and persons 
        are proportionate (as nearly 
        as may be) to the respective 
        number of equity securities 
        held by or deemed to be 
        held by them on the record 
        date of such allotment, 
        subject only to such exclusions 
        or other arrangements as 
        the directors may consider 
        necessary or expedient; 
        and 
        b. otherwise than pursuant 
        to (a), the allotment of 
        equity securities up to 
        an aggregate maximum of 
        8,082,220 Ordinary Shares, 
        such power to expire at 
        the earlier of the conclusion 
        of the next annual general 
        meeting of the 
        Company or at close of 
        business on 26 September 
        2021 (unless previously 
        renewed, varied or revoked 
        by the Company prior to 
 10.    or on that date).                     4,900,000    7.59%     59,663,945   92.41%   0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
       That the Company be generally 
        and unconditionally authorised 
        to purchase in accordance 
        with Article 57 of the 
        Companies (Jersey) Law 
        1991 ("the Law") Ordinary 
        Shares provided that 
        a. the maximum number of 
        Ordinary Shares hereby 
        authorised to be acquired 
        is 8,082,220 (being 10% 
        of the Ordinary Shares 
        in issue as at the date 
        of this resolution); 
        b. the minimum price which 
        may be paid for each Ordinary 
        Shares is nil; 
        c. the maximum price which 
        may be paid for each Ordinary 
        Share is an amount equal 
        to 105% of the average 
        of the middle market quotations 
        for an Ordinary Share as 
        derived from the London 
        Stock Exchange for the 
        five business days immediately 
        preceding the day on which 
        such share is contracted 
        to be purchased; 
        d. unless previously renewed, 
        varied or revoked by the 
        Company in a general meeting, 
        the authority hereby conferred 
        shall expire at close of 
        business on 26 September 
        2021 or, if earlier, on 
        the date of the next annual 
        general meeting of the 
        Company; 
        e. the Company may make 
        a contract to purchase 
        its Ordinary Shares under 
        the authority hereby conferred 
        prior to the expiry of 
        such authority, which contract 
        will or may be executed 
        wholly or partly after 
        the expiry of such authority, 
        and may purchase its Ordinary 
        Shares in pursuance of 
        any such contract; 
        f. the Directors provide 
        a statement of solvency 
        in accordance with Articles 
        55 and 57 of the Law; And 
        g. such shares are acquired 
        for cancellation or to 
        be held as treasury shares 
        in accordance with Article 
 11.    58A of the Law.                       64,563,945   100.00%   0            0.00%    0 
      -------------------------------------  -----------  --------  -----------  -------  --------- 
 

Resolutions 10 and 11 were proposed as special resolutions.

A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes against the resolution.

In the run up to the AGM a number of questions were raised around the intentions of the Company's largest shareholder, Arrowgrass Master Fund Limited ("AMFL"), which announced in September 2019 that it would be closing and divesting of its positions over time resulting in an "overhang" on the share price. The Board remains in regular dialogue with AMFL and has been seeking ways to resolve this situation including, earlier in the year, exploring a proposal that involved sourcing liquidity to give shareholders the opportunity to sell shares back to the Company. As set out in the Annual Report, we continue to work with AMFL for a solution in the interests of the Company's stakeholders as a whole.

For further information, please contact:

 
 TruFin plc 
  James van den Bergh, Chief Executive Officer          0203 743 1340 
 Macquarie Capital (Europe) Limited (NOMAD and joint 
  broker) 
  Alex Reynolds 
  Jonny Allison                                         0203 037 2000 
 Liberum Capital Limited (Joint broker) 
  Chris Clarke 
  Louis Davies                                          0203 100 2000 
 

About TruFin plc:

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

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June 26, 2020 07:35 ET (11:35 GMT)