TruFin PLC Result of AGM (1657B)

TIDMTRU

RNS Number : 1657B

TruFin PLC

08 June 2021

TruFin plc

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

8 June 2021

ANNOUNCEMENT OF ANNUAL GENERAL MEETING RESULTS

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

Ordinary resolutions 1-9 and special resolutions 10-11 as proposed in the Notice of AGM were duly passed.

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

 
                                                        For                 Against        Withheld 
 Annual General Meeting Resolutions 
  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 
 01    December 2020.                           44,319,549   91.90%    3,906,328   8.10%   811,754 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      To re-elect James van den 
       Bergh as a Director of the 
 02    Company.                                 49,037,189   100.00%       0       0.00%     442 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      To re-elect Steve Baldwin 
 03    as a Director of the Company.            45,883,299   93.57%    3,153,890   6.43%     442 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      To re-elect Penny Judd as 
 04    a Director of the Company.               49,037,189   100.00%       0       0.00%     442 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      To re-elect Paul Dentskevich 
 05    as a Director of the Company.            49,037,189   100.00%       0       0.00%     442 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      To re-elect Stephen Greene 
 06    as a Director of the Company.            49,037,189   100.00%       0       0.00%     442 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      To re-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 
 07    are laid.                                49,022,313   100.00%       0       0.00%    15,318 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      To authorise the directors 
       to determine the remuneration 
 08    of the Auditors.                         49,035,827   100.00%       0       0.00%    1,804 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
      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 8 September 2022 
       (unless previously renewed, 
       varied or revoked by the Company 
 09    prior to or on that date).               49,022,313   100.00%       0       0.00%    15,318 
     ----------------------------------------  -----------  --------  ----------  ------  --------- 
       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 8 
        September 2022 (unless previously 
        renewed, varied or revoked 
        by the Company prior to or 
 10     on that date).                          49,022,313   99.97%     15,318     0.03%      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 8 September 2022 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 58A 
 11    of the Law.                              49,037,631   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.

For further information, please contact:

 
  TruFin plc 
   James van den Bergh, Chief Executive Officer     0203 743 1340 
   Kam Bansil, Investor Relations                    07779 229508 
 Liberum Capital Limited (NOMAD and 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 08, 2021 05:14 ET (09:14 GMT)