Trufin Plc Regulatory News (TRU)

21 February 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

TruFin plc

Admission to Trading on AIM and First Day of Dealings

TruFin plc (the "Company"), the FinTech and banking businesses, is pleased to announce the admission today of its Ordinary Shares to trading on AIM, a market operated by the London Stock Exchange ("Admission"). Macquarie Capital (Europe) Limited is acting as Nominated Adviser, Broker and sole Bookrunner to the Company in relation to the Admission.

Highlights

· Dealings in the Ordinary Shares of the Company will commence today at 8.00am under the ticker "TRU" and with the ISIN "JE00BYVWJZ03".

· Successfully completed a placing and subscription of Ordinary Shares to institutional and professional investors to raise gross proceeds of £70 million (the "Capital Raising").

Copies of the Admission Document are available free of charge during normal business hours at the registered office of the Company, 26 New Street, St Helier, Jersey JE2 3RA and on the Company's website at www.trufin.com. Capitalised terms used in the Admission Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Henry Kenner, Chairman and Chief Executive of TruFin plc said:

"We are very pleased to have successfully completed the process of becoming a public company. The net proceeds of our Capital Raising will be invested in our businesses. The financial services market is being disrupted by new technologies, new players and new expectations from customers. Being listed will allow us to take advantage of these disruptions. "

Enquiries

TruFin plc

Henry Kenner, Chief Executive Officer +44 (0) 20 3743 1340

James van den Bergh, Deputy Chief Executive Officer www.trufin.com

Macquarie Capital (Europe) Limited (Nominated Adviser and Broker) +44 (0) 20 3037 2000

Alex Reynolds

Nicholas Harland

Media enquiries:

Blue Pool Communications (Financial PR Adviser) +44 7501 271 083

Nick Lord nick.lord@bluepoolcommunications.com

Background to TruFin plc

In 2013, Arrowgrass, an independent alternative investment management firm with offices in London and New York and c.US$6 billion of assets under management, became interested in P2P lending platforms. It recognised these were reliable originators of high-yielding assets. This led to the formation of the alternative finance team led by James van den Bergh and their first investment, Zopa. Henry Kenner, Co-Founder and CEO of Arrowgrass joined the team in 2015, leading it with James van den Bergh.

Arrowgrass first invested in Zopa in January 2014 and since then Zopa has grown to become a leading UK consumer P2P lender. In February 2016, Arrowgrass added Oxygen Finance to its portfolio. Arrowgrass funded the incorporation of DFC in May 2016 and DFC commenced lending in March 2017. In February 2017, Arrowgrass acquired Satago, an SME cash flow management platform. In November 2017, Arrowgrass incorporated TruFin as a wholly-owned subsidiary, and in December 2017, Arrowgrass transferred its FinTech and banking assets to a subsidiary of TruFin.

In connection with the IPO, Henry Kenner, James van den Bergh and certain other members of the management team have left Arrowgrass to become employees of TruFin.

Arrowgrass believes that further investment in TruFin's portfolio of FinTech and banking assets will allow TruFin to scale much faster. Given internal limits on how much Arrowgrass can invest in private equity assets from time to time, it believes that an IPO is the best way to provide further capital for the TruFin Group's next stage of development, enabling TruFin to inject capital into DFC and Zopa and further enhance the Group's public profile.

Group Companies

DFC is a short-term lender, focusing on financing supply chains in the UK. DFC provides a range of working capital products to facilitate the sales cycle for distribution businesses. DFC currently focuses on financing products in four sectors: (i) transport (typically mopeds, scooters and motorcycles, but not cars, vans or goods vehicles); (ii) recreational vehicles and caravans; (iii) marine (typically smaller marine craft); and (iv) industrial equipment. It currently provides financing for dealers in respect of products supplied by manufacturers. Such dealer clients are typically SMEs. As at 31 December 2017, DFC had signed up 26 manufacturers and 246 dealers onto its programmes of which 168 dealers had received finance. Over time DFC plans to extend financing to other parts of the supply chain such as distributors and consumers. DFC is currently applying for a banking licence.

Oxygen Finance is a niche technology and professional services platform that enables public and private sector clients to make early payments to their suppliers. Its client base is primarily the UK public sector with a growing number of clients in the UK private sector and the US. Oxygen Finance enables its clients, large buyers, to generate value through paying suppliers ahead of contracted terms. Oxygen Finance's software and processes allow the client to systematically pay their suppliers ahead of contract term, in exchange for a rebate of typically 1%. Oxygen Finance refers to this as dynamic discounting. This rebate is then split between Oxygen Finance and its customers.

Satago offers a technically advanced invoice finance system via its platform, which is designed to help businesses manage their cashflow. Satago's online platform facilitates the provision of invoice financing and sends automated reminders to customers in relation to unpaid invoices as well as reporting to suppliers on outstanding invoices and providing credit reports setting out risk levels of customers. Satago was originally launched in 2012 as a credit control system designed to integrate with cloud accounting platforms. Risk insight information was later added to help small businesses understand the risk profile of their trading partners.

Zopa is a technology-led financial services innovator, launched in 2005, and is currently a leading UK consumer P2P lender. Since 2005, Zopa's platform has originated over £2.6 billion of unsecured loans (of which £1.3 billion are currently outstanding as at December 31, 2017), connecting over 320,000 customers to 70,000 investors. Zopa is currently applying for a banking licence and plans to launch Zopa Bank to enable it to lend directly from its own balance sheet and offer customers a broader set of products (including deposits, credit cards and auto loans) and services.

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 the Capital Raising and 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 Capital Raising 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.

No representation or warranty, express or implied, is made by the Company or Macquarie as to any of the contents of this announcement, including its accuracy, completeness or for any other statement made or purported to be made by it or on behalf of it, the Company, the Directors or any other person, in connection with the Capital Raising and Admission, and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future (without limiting the statutory rights of any person to whom this announcement is issued). No liability whatsoever is accepted by Macquarie for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible.

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