Last checked at 7 May 2019 11:46
7 May 2019
TruFin Plc
("TruFin" or the "Company")
RESULTS OF GENERAL MEETING AND COMPLETION OF SALE OF ZOPA
Further to the announcement by the Company on 17 April 2019 (the "Transaction Announcement") in relation to its proposed demerger of Distribution Finance Capital Limited from the Company (the "Demerger") and sale of its entire stake in Zopa Group Limited ("Zopa") for £44.5 million, the Company is pleased to announce that all the Resolutions proposed at the General Meeting of the Company held earlier today were duly passed and the sale of its entire stake in Zopa is expected to complete later today.
The votes received in respect of the Resolutions were as follows:
Resolutions | Votes For | % For | Votes Against | % Against | Votes Withheld |
1. To approve the demerger of Distribution Finance Capital Limited and sale of interests in Zopa Group Limited for the purposes of AIM Rule 15. | 12,990,165 | 100.00 | 0 | 0.00 | 71,885,670 |
2. To: (i) authorise the Company's Directors to allot 50,000 redeemable shares of £1 each; (ii) convert the existing ordinary shares of no par value into ordinary shares of £1.90 each; (iii) subdivide and redesignate the ordinary shares of £1.90 each into ordinary shares of £0.91 each and B ordinary shares of £0.99 each; (iv) approve the terms of the proposed reduction of capital by the Company by cancellation of the B ordinary shares; (v) disapply pre-emption rights in relation to the allotment of the 50,000 redeemable shares; and (vi) amend the Company's memorandum and articles of association. | 84,875,393 | 100.00 | 0 | 0.00 | 442 |
3. To authorise the Company's Directors to allot equity securities up to £29,535,088 in nominal value. | 84,875,835 | 100.00 | 0 | 0.00 | 0 |
4. To disapply pre-emption rights in relation to the allotment of equity securities pursuant to resolution 3. | 84,875,835 | 100.00 | 0 | 0.00 | 0 |
Resolutions 2 and 4 were passed as special resolutions.
As mentioned in the Circular dated 17 April 2019, Arrowgrass was supportive of the Demerger and Zopa Transaction, and given its involvement in the Demerger and Zopa Transaction, has abstained from voting on Resolution 1.
The expected timetable of events in relation to the Demerger and Admission is as follows (1):
Event time and/or date | 2019 |
Latest time and date for lodging transfers of TruFin Shares in order for the transferee to be registered at the Demerger Record Time | 5.00 p.m. on 8 May |
Demerger Record Time | 5.00 p.m. on 8 May |
Conversion, subdivision and redesignation of the existing TruFin Ordinary Shares into the DFC Cancellation Shares and TruFin New Ordinary Shares | 6.00 p.m. on 8 May |
Effective Date of the TruFin Reduction of Capital | 11.00 p.m. on 8 May |
Demerger Effective Time (issue of DFC Holdings Demerger Shares) | 11.00 p.m. on 8 May |
Estimated time and date for the admission of the DFC Holdings Ordinary Shares to trading on AIM | 8.00 a.m. on 9 May |
CREST accounts credited with DFC Holdings Ordinary Shares (including the Sale Shares) | 8.00 a.m. on 9 May |
Expected date for despatch of definitive share certificates for DFC Holdings Ordinary Shares | By 16 May |
(1) The times and dates set out in the expected timetable of principal events above may be adjusted by TruFin and DFC Holdings in consultation with Macquarie, in which event details of the new times and dates will be notified to the London Stock Exchange, and where appropriate, TruFin Shareholders. All references in the expected timetable to times are to British Summer Time unless otherwise stated.
All capitalised terms in this announcement are, unless otherwise defined herein, as defined in the Transaction Announcement.
For further information, please contact:
TruFin plc Henry Kenner, Chief Executive OfficerJames van den Bergh, Deputy Chief Executive Officer | 0203 743 1340 |
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Macquarie Capital (Europe) Limited (NOMAD and joint broker) Alex ReynoldsNicholas Harland | 0203 037 2000 |
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Liberum Capital Limited (Joint broker)Chris ClarkeTrystan CullenLouis Davies | 0203 100 2000 |
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Blue Pool Communications (PR)Nicholas Lord | 07501 271 083 |
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