Distrib. Fin. Regulatory News (DFCH)

13 May 2020

Distribution Finance Capital Holdings plc ("DFC" or the "Company" or together with its subsidiaries the "DFC Group")

Board Update and Directorate Changes

The Company has relationship agreements in place with its two largest shareholders, Arrowgrass Master Fund Limited (AMFL) and Watrium AS. In line with market practice for such agreements, and as described in the Company's AIM Admission Document, both shareholders are entitled to appoint representative directors to the Board for as long as their shareholdings exceed agreed percentage thresholds.

As envisaged by these relationship agreements, both AMFL and Watrium AS recently informed the Company that they wished to appoint representative directors. The Board is therefore pleased to announce the appointment of Mr Stephen Greene (on behalf of AMFL) and Mr Haakon Stenrod (on behalf of Watrium AS) as Non-Executive Directors, with effect from today.

Mr Greene has investment banking, investing and capital markets experience, previously holding positions at Keel Harbour Capital Limited, Arrowgrass Capital Partners, RMG Wealth Management, ACPI Investments and Deutsche Bank. Recently he has transitioned into more technology focused roles, specifically within financial services and artificial intelligence, and currently serves as Managing Director of Orsus Ventures Limited and Coleura Labs Limited and formerly served as Managing Director of Satalia. Mr Greene has a Money, Banking and Finance degree from the University of Birmingham and is a Chartered Financial Analyst (CFA) charterholder.

Mr Stenrod is an Investment Director at Watrium AS. He was previously a partner with the leading Nordic investment banking group ABG Sundal Collier. He has broad transaction experience in M&A, equity capital markets, debt and restructuring advisory. He holds an M.Sc. in Industrial Economics and Technology Management from the Norwegian University of Science and Technology.

The Company also announces that Henry Kenner and James van den Bergh will be stepping down from the Board with immediate effect. Henry has been involved with DFC since its inception and has played an important part in the execution of the Company's strategy during that time. Alongside Henry, James joined the Board of DFC as a non-executive Director in the run-up to IPO in May 2019 to assist the Company as it transitioned from being a subsidiary of TruFin PLC to an independent company admitted to AIM. Henry is Chairman and James is CEO of TruFin plc and both remain shareholders of DFC.

Chairman John Baines commented:

"The entire firm is grateful to Henry and James for their support and advocacy of DF Capital. Without their enthusiasm and belief in the founders' vision much of what has been achieved by the company would not have been possible. Both have proven exceptional board colleagues and their wise counsel and experience has been valued by the entire board. Specifically, in relation to Henry, we appreciate him stepping in as Interim CEO last year and ensuring strategic momentum was not lost whilst we recruited a new permanent CEO and continued to progress the banking licence application. We wish both Henry and James well in their other commercial engagements beyond DFC.

The Board is delighted to welcome Stephen and Haakon as Non-Executive Directors and looks forward to working with them in supporting DFC's strategic ambitions."

Additional information required to be disclosed under Schedule Two of the AIM Rules:

Mr Greene, aged 43, currently holds or has held the following directorships and partnerships over the last five years:

Mr Greene currently has no shares in the Company in a personal capacity. AMFL owns 52,448,082 shares or 49.2% of the Company.

Mr Stenrod, aged 39, has no directorships and partnerships over the last five years to disclose under Schedule Two of the AIM Rules and currently has no shares in the Company in a personal capacity. His employer, Watrium AS, owns 14,833,922 shares or 13.9% of the Company.

Except as disclosed in this announcement, no other disclosures are required in respect of the appointment of Mr Greene or Mr Stenrod under paragraph (g) of Schedule Two of the AIM Rules for Companies.

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