Trufin Plc Regulatory News (TRU)

29 July 2019

TruFin plc

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

RESTRUCTURING AND UPDATE

The Company is pleased to announce that it has undergone a restructuring, with Head Office costs of the Company expected to be reduced by approximately 35% on an annualised basis to better reflect the Company's activities as well as the reduced size of the TruFin Group. These actions confirm, and build upon, previous commitments made at the time of the demerger of Distribution Finance Capital Limited ("DFC") in May 2019.

Additionally, and in keeping with the Company's strategy of building a stable of niche lenders, the Directors are also pleased to announce the conversion into ordinary shares of the existing £3.65 million convertible loan held in Vertus Capital Limited ("Vertus") in full satisfaction and discharge of the loan. This, together with a further cash payment of approximately £355k, has resulted in the Company's wholly-owned subsidiary, TruFin Holdings Limited, becoming the 51% controlling shareholder in Vertus. Vertus is a funding provider to the Independent Financial Adviser ("IFA") sector and the Directors consider Vertus to be best in class with significant opportunities arising from a sector trend of consolidation.

The Vertus transaction announced today, together with the recent disposal of DFC via a stock market listing and the Zopa stake sale, collectively demonstrate the Company's continued commitment to its strategy of growing its businesses and subsequently exiting them when it is in the interests of the Company's shareholders.

Restructuring

·; Peter Whiting is stepping down from his position as an Independent Non-Executive Director with effect from 31 July 2019. The remaining Independent Non-Executive Directors will assume responsibility for Peter's existing roles.

·; Head Office personnel is being reduced materially with certain personnel either departing or being transferred to Satago Financial Solutions Limited ("Satago"), a Company subsidiary.

·; Raxita Kapashi, Chief Financial Officer and a director of the Company, and Jason Rogers, Chief Operating Officer, will depart the Company with effect from 31 July 2019. James Hussey, Chief Financial Officer of Satago, will assume Raxita's responsibilities as the Company's Chief Financial Officer in addition to his role at Satago. James will not currently be joining the Board of the Company.

·; These measures are expected to result in on-going annualised Head Office savings of approximately 35%. The costs associated with this restructuring have been absorbed within the guidance provided to the market at the time of the DFC demerger.

The Company would especially like to thank Peter Whiting, Raxita Kapashi and Jason Rogers for their considerable efforts during what has been a busy and fast evolving period for the Company since its inception. We wish them every success for the future.

In addition, the Company felt it appropriate to change its auditor and as such is in the process of changing from Deloitte LLP to Crowe UK LLP. The Directors would like to thank Deloitte for all their work during and since the Company's IPO.

Conversion of Vertus Convertible Loan

·; The Company is pleased to announce that it has converted its £3.65m convertible loan into ordinary shares in Vertus Capital Limited in full satisfaction and discharge of the loan. This, together with a further cash payment of approximately £355k has resulted in the Company's wholly-owned subsidiary, TruFin Holdings Limited, owning 51% of Vertus' issued share capital.

·; Vertus provides succession finance for the IFA sector via its exclusive collaboration agreement with IntegraFin plc.

·; Vertus expects that it will shortly secure a larger debt facility allowing it to continue to serve its large and growing pipeline.

·; Vertus had a loan book of over £6m at 30 June 2019 and revenues for the year to 30 June 2019 of approximately £600k (unaudited).

·; Vertus has a robust pipeline providing an exciting platform for growth in the immediate future. The business aims to provide new facilities of over £20 million in the coming twelve months representing annualised growth in excess of 200%.

·; Vertus made a pre-tax loss before interest of £219k (unaudited) for the year ended 30 June 2019, but the Company expects that Vertus will turn profitable during 2020.

Commenting on the conversion, Matt Marais, Chief Executive Officer of Vertus Capital Limited, said:

"Having worked with TruFin for the last 24 months we are very pleased at their decision to convert into becoming a majority shareholder. This, combined with the new debt facility we are expecting to secure shortly, will ensure that we can service the significant demand for our highly attractive proposition".

Commenting on the conversion, Henry Kenner, Chairman and Chief Executive Officer of TruFin plc said:

"We are very happy to be supporting Vertus as they continue to scale their lending pipeline. We have every faith in Matt and his team and look forward to helping him build a highly attractive niche lender".

Future Updates

The Company plans to announce interim results for the six months ended 30 June 2019 in September 2019 and will provide a detailed update on current trading at that time.

In addition, the Company proposes to hold an Investor Day in the fourth quarter to present in more detail the exciting prospects for its ongoing businesses.

Conclusion

Following the demerger of DFC, the Company remains focused on continuing its strategic journey of creating a stable of niche lenders whilst also recognising the new business paradigm that activities at a Group level have been currently materially reduced.

The Directors consider the steps taken today to be appropriate and help ensure the continued development of the Company. Equally, as the Company sees its businesses move towards maturity the Directors retain a proactive and pragmatic approach towards disposal opportunities and related further returns of capital over the next 24 months so as to ensure that shareholder value is maximised for the benefit of all our shareholders.

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The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. By the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this Announcement on behalf of the Company is Annie Styler.

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