Trufin Plc Regulatory News (TRU)

17 April 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THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH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 NOTICES WITHIN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.

TruFin Plc

("TruFin" or the "Company)

RESULTS OF VENDOR PLACING OF SALE SHARES IN DFC HOLDINGS ON BEHALF OF

ARROWGRASS MASTER FUND AND THE TRUFIN EBT

Further to the announcement earlier today regarding the conditional placing of shares in DFC Holdings by Arrowgrass and the TruFin EBT (the "Vendor Placing"), TruFin announces that the accelerated bookbuild has now closed and Arrowgrass and the TruFin EBT have agreed to sell 22,031,874 shares in DFC Holdings at a Placing Price of £0.90 per DFC Holdings Ordinary Share. Following the Vendor Placing, which will complete on admission of the DFC Holdings Ordinary Shares to trading on AIM ("Admission"), Arrowgrass is expected to hold 52,240,637 DFC Holdings Ordinary Shares, or 48.99%, of DFC Holdings at Admission (assuming no other changes to its TruFin shareholding prior to the Demerger Effective Time).

The Vendor Placing was conducted via an accelerated bookbuild by Macquarie Capital (Europe) Limited, and remains conditional upon, amongst other things, completion of the Demerger and Admission.

Pursuant to the Vendor Placing, the following directors of TruFin and DFC Holdings have agreed to purchase DFC Holdings Ordinary Shares at the Placing Price.

TruFin, the TruFin EBT Trustee, Henry Kenner, James van den Bergh, Raxita Kapashi and Jason Rogers have entered into binding commitments in respect of the various actions set out in more detail in the announcement of early today in connection with the TruFin share incentive arrangements.

The Company will shortly be despatching the Circular, containing a notice of the general meeting and a proxy form to TruFin Shareholders, and a copy of the Circular will be available on the Company's website at www.TruFin.com. DFC Holdings will shortly be publishing its AIM admission document and it will be available on the Company's website at www.TruFin.com.

All capitalised terms in this announcement are, unless otherwise defined herein, as defined in the Company's announcement of earlier today.

For further information, please contact:

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

IMPORTANT NOTICES

No action has been taken by the Company, Macquarie or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Sale Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Sale Shares in any jurisdiction where action for that purpose is required.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. No public offering of securities is being made in the United States.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Sale Shares and the Sale Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Sale Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

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 Zopa Transaction, the Demerger, the Vendor Placing or DFC Holdings 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.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). The person responsible for arranging release of this information on behalf of the Company is Henry Kenner, Executive Chairman. In addition, market soundings (as defined in MAR) were taken in respect of the Zopa Transaction, the Demerger and the Vendor Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities