Last checked at 9 May 2019 07:00
9 May 2019
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
Distribution Finance Capital Holdings plc
Admission to Trading on AIM and First Day of Dealings
Distribution Finance Capital Holdings plc ("DFC Holdings", or the "Company"), a business lender which builds relationships with manufacturers and then provides working capital solutions up and down their supply chains, is pleased to announce the admission today of its entire issued and to be issued share capital to trading on AIM, a market operated by the London Stock Exchange ("Admission"). Macquarie Capital (Europe) Limited ("Macquarie") is acting as Nominated Adviser and Broker to the Company in relation to Admission.
Highlights
· The demerger of Distribution Finance Capital Limited ("DFC") from TruFin plc to the Company (the "Demerger") successfully completed on 8 May 2019, following the receipt of all necessary TruFin plc shareholder approvals on 7 May 2019.
· Dealings in the ordinary shares of the Company will commence today at 8.00am under the ticker "DFCH" and with the ISIN "GB00BJ7HMR72".
· On Admission, DFC Holdings will have 106,641,926 ordinary shares in issue and a market capitalisation of £95.97 million (based on the Placing Price of 90 pence per Ordinary Share).
· Following completion of the Demerger and conditional only upon Admission, Arrowgrass Master Fund Ltd and the TruFin EBT (both shareholders in DFC Holdings) have sold 19,443,907 and 2,587,967 ordinary shares in the Company, respectively, to institutional and professional investors and directors of DFC Holdings (the "Vendor Placing"). The Vendor Placing was effected by Macquarie as Sole Bookrunner at the placing price of 90 pence per Ordinary Share. Following the Vendor Placing, Arrowgrass Master Fund Ltd will hold 49.2% of the issued share capital of the Company.
Copies of the AIM Admission Document published by DFC Holdings on 17 April 2019 (the "Admission Document") are available free of charge during normal business hours at the registered office of the Company, 12 Groveland Court, London, EC4M 9EH and on the Company's website at http://www.dfcapital-investors.com.
Capitalised terms used in the Admission Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Chris Dailey, Chief Executive of Distribution Finance Capital Holdings plc said:
"We are very pleased to have successfully completed the process of becoming a public company. The past year has been a great one for DFC. My sincere thanks to all our people for their efforts in building our company, our investors who continue to show great faith in the business and of course to all of our customers for their fantastic support. Exciting times ahead!"
Enquiries
Distribution Finance Capital Holdings plc +44 (0) 20 3937 6406
Chris Dailey, Chief Executive Officer
Gavin Morris, Chief Financial Officer
http://www.dfcapital-investors.com
Macquarie Capital (Europe) Limited (NOMAD and broker) +44 (0) 20 3037 2000
Alex Reynolds
Nicholas Harland
Jonny Allison
About Distribution Finance Capital Holdings plc:
DFC is a business lender which builds relationships with manufacturers and then provides working capital solutions up and down their supply chains. In order to help businesses drive their growth, DFC's products allow them to match their cash cycle to the lending term, in turn allowing their customers (dealerships for example) to release the working capital tied up in their day to day operations.
As at 31 March 2019, DFC had signed 58 manufacturer programs, with 616 live dealers, typically SME's, who as DFC's primary customers take the lending facilities the manufacturer provides. The business has grown rapidly since it commenced lending in March 2017, with 274% loan book growth in 2018. £392 million of loans have been originated to date. In addition to the 58 signed manufacturers, 48 have agreed terms and the business has grown the loan book by in excess of 25% in the first quarter of 2019.
Important notice
Macquarie, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with Admission and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Macquarie or for advising any other person in respect of the Vendor Placing and Admission or any transaction, matter or arrangement referred to in this announcement.
Macquarie's responsibilities as the Company's nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person in respect of its decision to acquire shares in the Company in reliance on any part of this announcement.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Macquarie or by any of its affiliates or agents as to, or in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, the Company or any other person in connection with the Company, the Demerger, the Vendor Placing or Admission or for any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Nothing in this announcement should be read as a promise or representation in this respect, whether or not to the past or the future. Macquarie and its affiliates and agents disclaim to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement or any such statement.
This announcement may contain and the Company may make verbal statements containing "forward‐looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward‐looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward‐looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward‐looking statements. Any forward‐looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward‐looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.