Trufin Plc Regulatory News (TRU)

LEI: 213800C2QPZFECSRZ964

22 May 2025

TruFin plc

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

Share Buyback Programme

TruFin (AIM: TRU) is pleased to announce the commencement of a share buyback programme ("Share Buyback Programme") to purchase ordinary shares of £0.91 each in the capital of the Company ("Ordinary Shares") up to a maximum aggregate consideration of £4 million (the "Maximum Amount").

As announced in the Group's trading update on 20 May 2025, the Share Buyback Programme is being initiated due to the Board's belief that the Company's shares trade at a discount to an internally calculated intrinsic value, in order to further enhance shareholder returns and to reduce the Company's share capital. Any Ordinary Shares acquired as a result of the Share Buyback Programme will be cancelled.

Details of the Buyback

The Group has entered into an agreement with its broker Panmure Liberum Limited ("Panmure Liberum") to carry out purchases of its Ordinary Shares under the Share Buyback Programme on its behalf. Panmure Liberum will manage the purchases on a discretionary basis, purchasing Ordinary Shares on the London Stock Exchange within certain pre-set parameters over the Share Buyback Programme up to the Maximum Amount.

Prior to the Company's next annual general meeting to be held on 12 June 2025 (the "2025 AGM"), the Share Buyback will take place within the limitations of the authority granted to the Board of TruFin at its annual general meeting ("General Authority"), held on 5 June 2024 (the "2024 AGM"), pursuant to which the maximum number of Ordinary Shares which may be bought back is 10,598,688, representing 10 per cent. of the Company's issued share capital. Thereafter, provided the relevant resolution is approved at the 2025 AGM, this limit will increase to 15,898,003, representing 15 per cent. of the Company's issue share capital.

In line with the authority given at the 2024 AGM, and the authority proposed at the 2025 AGM, the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall not be more than an amount equal to 105% of the average middle market quotations for an Ordinary Share, as derived from London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased.

Shareholders should be aware that the Share Buyback Programme may on any given trading day represent a significant portion of the daily traded volume in the Group's Ordinary Shares on the London Stock Exchange, and may exceed 25% (but not 50%) of the average daily traded volume on the London Stock Exchange during the 20 trading days preceding the date of purchase of such Ordinary Shares (the "Volume Limit"). Accordingly, the Group may not benefit from the exemption contained in Article 5(1) of MAR. The Volume Limit may be exceeded should Panmure Liberum consider, at its discretion, that an opportunity has arisen to acquire a significant number of shares in one trade. In such circumstances, an announcement of the purchase will be made as soon as possible following such trade taking place.

The Group has authorised the Share Buyback Programme to commence from today and will continue until the earlier of: (i) the date on which the Maximum Amount payable by the Company has been reached, or (ii) 31 August 2025, conditional on the share buyback authority being renewed at the Company's 2025 AGM.

Any market purchase of Ordinary Shares pursuant to the Share Buyback Programme will be announced no later than 7:30am (UK time) on the business day following the day on which the purchase occurred.

For further information, please contact: