Proposed Tender Offer and Trading Update
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
4 December 2019
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries "TruFin Group")
PROPOSED TENDER OFFER TO PURCHASE ORDINARY SHARES FOR UP TO A MAXIMUM VALUE OF APPROXIMATELY £5 MILLION
AT A FIXED PRICE OF 45 PENCE PER ORDINARY SHARE, TRADING UPDATE
AND
NOTICE OF GENERAL MEETING
TruFin is pleased to announce that it is proposing to purchase up to 11,111,112 Ordinary Shares through a tender offer (the "Tender Offer") at a fixed price of 45 pence per Ordinary Share (the "Tender Price"), which equates to a maximum value of approximately £5 million.
The Tender Offer is subject to approval by the Company's Shareholders of the purchase of the Ordinary Shares pursuant to the Tender Offer and this is being sought at a General Meeting of the Company which will be held on Monday, 23 December 2019 at 9.00 a.m. at the offices of Travers Smith LLP at 10 Snow Hill, London, EC1A 2AL.
Highlights of the Tender Offer
· Under the Tender Offer, each Eligible Shareholder is entitled to have its shareholding purchased by the Company at the Tender Price of 45 pence per Ordinary Share up to that Eligible Shareholder's Basic Entitlement together with potential further purchases depending on the number of Ordinary Shares tendered by other Eligible Shareholders (subject to the overall maximum number indicated below).
· The Company will purchase existing issued Ordinary Shares for a total purchase price of up to approximately £5 million.
· The maximum number of Ordinary Shares that will be purchased by the Company under the Tender Offer is 11,111,112, representing approximately 12.086 per cent. of the Company's issued share capital as at 29 November 2019 (assuming full take-up of the Tender Offer at the Tender Price).
· All Ordinary Shares validly tendered by any Eligible Shareholder up to their Basic Entitlement will be accepted in full. Amounts in excess of this will be scaled down as detailed in the Circular.
· Successfully tendered Ordinary Shares will be cancelled by the Company and will not be available for re-issue. The Tender Offer opens on 5 December 2019 and will close at 1.00 p.m. on 23 December 2019.
· Completion of the Tender Offer will be conditional on Shareholder approval of the Tender Offer at the General Meeting to be held on Monday, 23 December 2019.
The preceding summary should be read in conjunction with the text below as well as the shareholder circular, which the Company is posting to Shareholders today (the "Circular").
The Circular is available on the Company's website www.TruFin.com
Expected timetable of events
|
|
2019 |
|
Tender Offer opens |
5 December |
|
Latest time and date for receipt of Forms of Proxy |
by 9.00 a.m. on 21 December |
|
General Meeting |
9.00 a.m. on 23 December |
|
Announcement of results of General Meeting |
23 December |
|
Latest time and date for receipt of Tender Forms and share certificates for tendered certificated Ordinary Shares |
by 1.00 p.m. on 23 December |
|
Latest time and date for TTE instructions from CREST |
by 1.00 p.m. on 23 December |
|
Record Date for the Tender Offer |
6.00 p.m. on 23 December |
|
Announcement of results of the Tender Offer |
by 7.00 a.m. on 24 December |
|
CREST accounts credited with Ordinary Shares in respect of unsuccessful tenders |
by 27 December |
|
CREST accounts credited with Tender Offer proceeds and revised holdings of uncertificated Ordinary Shares |
by 31 December |
|
|
2020 |
|
Despatch of cheques for Tender Offer proceeds for certificated Ordinary Shares |
by 7 January 2020 |
|
Despatch of balance share certificates in respect of unsuccessful tenders |
by 7 January 2020 |
For further information, please contact:
TruFin plc 0203 743 1340
James van den Bergh, Chief Executive Officer
Macquarie Capital (Europe) Limited (NOMAD and joint broker) 0203 037 2000
Alex Reynolds
Liberum Capital Limited (Joint broker) 0203 100 2000
Chris Clarke
Trystan Cullen
Louis Davies
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
Background to the Tender Offer
On 17 April 2019, in connection with the demerger of DFC from the Group and the sale of the Company's indirect interest in Zopa Group Limited to Arrowgrass, the Board announced that the Company would return a minimum of £10 million to Shareholders during 2019. On 6 June 2019, the Company completed a return of £5 million by way of a tender offer.
TruFin intends to return approximately £5 million by way of a fixed price tender offer at the Tender Price of 45 pence per Ordinary Share. The Tender Offer is being made available to all Eligible Shareholders who are on the Register on the Record Date. Shareholders can decide whether they want to tender up to their Basic Entitlement together with potential further tenders, depending on the number of Ordinary Shares tendered by other Eligible Shareholders.
The Tender Offer is subject to approval by the Shareholders of the purchase of the Ordinary Shares pursuant to the Tender Offer and the terms of the Tender Offer as described in the Circular.
Current Trading and Prospects
Since the Q3 Trading Update announced on 8 November 2019, the Group has continued to trade in line with the Board's expectations with all the subsidiaries experiencing good demand for the solutions that they offer their customers.
The Board is progressing a review of the Company's future strategy and will update shareholders when the review is concluded. The review builds upon initiatives that have already been effected by the Board such as the cost saving measures to strengthen the Group's balance sheet and the recent significant restructuring.
In conducting this review, the Board recognises that future growth is highly dependent on the availability of future funding whilst acknowledging that Arrowgrass, a 74.4% shareholder of the Company, publicly declared on 13 September 2019 that it is looking to divest its investment in the Company. As a consequence of these factors and following recent discussions with Arrowgrass, the Board notes that the outcome of this review may include proposals to dispose of and/or reduce the operations of certain subsidiaries in order to accelerate further returns of value to shareholders.
The Company will update shareholders in due course.
The Tender Offer
The Board is proposing to return up to approximately £5 million of cash through a purchase of up to 11,111,112 existing Ordinary Shares from Eligible Shareholders. The Tender Offer is being made available to all Eligible Shareholders who are on the Register on the Record Date. Shareholders can decide whether they want to tender up to their Basic Entitlement together with potential further tenders, depending on the number of Ordinary Shares tendered by other Eligible Shareholders. Once purchased, those Ordinary Shares will be cancelled and will not be available for re-issue.
The Tender Offer is being made on the terms and subject to the conditions set out in the Circular and also, in the case of certificated Ordinary Shares only, the Tender Form, in respect of up to 11,111,112 Ordinary Shares in issue on the Record Date at the Tender Price of 45 pence per Ordinary Share.
The Tender Offer is conditional on the passing of the Tender Offer Resolution. The Tender Offer is only available to Eligible Shareholders and in respect of the number of Ordinary Shares registered in those Shareholders' names.
The Company has received an irrevocable undertaking from Arrowgrass holding, in total, 68,377,819 Ordinary Shares, representing 74.378 per cent. of the Company's issued share capital to vote in favour of the Tender Offer Resolution and to tender at least their Basic Entitlement in the Tender Offer.
The principal terms of the Tender Offer (which are set out in more detail in Part II of the Circular) are as follows:
· Under the Tender Offer, each Eligible Shareholder is entitled to have its shareholding purchased by the Company at the Tender Price of 45 pence per Ordinary Share up to that Eligible Shareholder's Basic Entitlement together with potential further purchases depending on the number of Ordinary Shares tendered by other Eligible Shareholders (subject to the overall maximum number indicated below).
· The Company will purchase existing issued Ordinary Shares for a total purchase price of up to £5 million.
· The maximum number of Ordinary Shares that will be purchased by the Company under the Tender Offer is 11,111,112, representing approximately 12.086 per cent. of the Company's issued share capital as at 29 November 2019 (assuming full take-up of the Tender Offer at the Tender Price).
· All Ordinary Shares validly tendered by any Eligible Shareholder up to their Basic Entitlement will be accepted in full.
· Eligible Shareholders are permitted to submit Tender Forms or TTE instructions in respect of Ordinary Shares that are in excess of their Basic Entitlement ("Excess Tenders"). Excess Tenders will only be accepted to the extent that other Eligible Shareholders tender less than their Basic Entitlement or do not tender any Ordinary Shares.
· To the extent that other Eligible Shareholders have not taken up their Basic Entitlement (thereby creating "Excess Capacity"), Eligible Shareholders will have their Excess Tenders satisfied in full to the extent that the Excess Capacity exceeds the aggregate Excess Tenders. To the extent that the aggregate Excess Tenders exceeds Excess Capacity, Excess Tenders shall be scaled down pro-rata to the total number of Ordinary Shares so tendered by that Eligible Shareholder, such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £5 million and if any fractions arise from scaling back, the number of Ordinary Shares accepted will be rounded down to the nearest whole number.
· Successfully tendered Ordinary Shares will be cancelled by the Company and will not be available for re-issue.
· Eligible Shareholders who hold their Ordinary Shares in certificated form who wish to participate in the Tender Offer must return a completed Tender Form, together with any shares certificate(s) and/or other document(s) of title so as to be received by the Receiving Agent by no later than 1.00 p.m. on 23 December 2019. Eligible Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) who wish to participate in the Tender Offer should not complete a Tender Form but should submit TTE instructions electronically through CREST as described in Part II of the Circular.
· Eligible Shareholders do not have to tender any Ordinary Shares if they do not wish to, but once submitted, a Tender Form and/or a TTE instruction (as appropriate) is irrevocable and cannot be withdrawn. Eligible Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of.
· All or part of a registered holding of Ordinary Shares may be tendered, but only one tender may be made in respect of any single Ordinary Share. The total number of Ordinary Shares tendered by any Eligible Shareholder should not exceed the total number of Ordinary Shares held by such Shareholder.
· All Ordinary Shares which are successfully tendered will be purchased by the Company at the Tender Price.
· The decision of the Company as to the results of the Tender Offer (including, without limitation, the basis on which excess tenders are satisfied) shall be final and binding on all Shareholders.
· Shareholders should note that the Company is entitled not to, and will not, proceed with the Tender Offer, in the circumstances set out in paragraph 1(u) of Part II of the Circular. This right may only be exercised prior to 6.00 p.m. on 23 December 2019. Shareholders should also note that the Tender Offer is conditional on those matters set out in paragraph 1(a) of Part II of the Circular.
· The Tender Offer will remain open from 5 December 2019 until 1.00 p.m. on 23 December 2019 (unless extended in accordance with the terms set out in the Circular).
· Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part II of the Circular and, for Shareholders who hold their Ordinary Shares in certificated form, on the Tender Form.
· Shares will be purchased by the Company free of commissions and dealing charges.
Purchase of Ordinary Shares and Settlement
Upon the terms and conditions of the Tender Offer, the outcome of the Tender Offer is expected to be announced by no later than 7.00 a.m. on 24 December 2019 and the Company expects to complete the purchase of Ordinary Shares on 31 December 2019. Tendering Shareholders should note that the General Meeting has been convened for 9.00 a.m. on 23 December 2019. Payment for the Ordinary Shares which are to be purchased pursuant to the Tender Offer is expected to be made on 31 December 2019 in respect of Ordinary Shares held in CREST and by 7 January 2020 in respect of Ordinary Shares held in certificated form.
Delivery of cash for the Ordinary Shares to be purchased by the Company pursuant to the Tender Offer will be made by the Receiving Agent. The Receiving Agent will act as agent for tendering Shareholders for the purpose of receiving the cash and transmitting such cash to tendering Shareholders. Under no circumstances will interest be paid on the cash to be paid by the Company notwithstanding any delay in making such payment.
Settlement of the consideration to which any Eligible Shareholder is entitled pursuant to valid tenders accepted by the Company will be made as follows:
(a) Ordinary Shares in uncertificated form (that is, in CREST)
Where an accepted tender relates to Ordinary Shares held by Shareholders in uncertificated form, the consideration will be paid in pounds sterling through CREST by the Receiving Agent (on behalf of the Company) procuring the creation of an assured payment obligation on 31 December 2019 in favour of the payment banks of tendering Shareholders in accordance with the CREST assured payment arrangements.
The Company reserves the right to settle all or any part of the consideration referred to in this paragraph (a), for all or any tendering Shareholder(s), in the manner referred to in paragraph (b) below if, for any reason, it wishes to do so.
(b) Ordinary Shares in certificated form
Where an accepted tender relates to Ordinary Shares held by Shareholders in certificated form, cheques for the consideration will be despatched by 7 January 2020 by the Receiving Agent (on behalf of the Company) by first class post, at the risk of the person(s) whose name and address (outside any of the Restricted Territories) is set out in Box 1 (or, if relevant, Box 3 of the Tender Form. All payments will be made in pounds sterling by cheque, drawn on a branch of a UK clearing bank at the risk of the person(s) entitled thereto.
Action required
Further details of the procedure for tendering and settlement are set out in Part II of the Shareholder Circular and for certificated Shareholders in the accompanying Tender Form.
Recommendation
The Directors consider that returning £5 million to Shareholders by way of the Tender Offer is in the best interests of the Company and its Shareholders as a whole. Accordingly the Directors unanimously recommend Shareholders to vote in favour of the Tender Offer Resolution to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings of Ordinary Shares (in respect of which they have the power to exercise or direct the exercise of voting rights) which, in aggregate, amount to 209,146 Ordinary Shares representing 0.23 per cent. Of the issued Ordinary Shares.
The Directors are making no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender their Ordinary Shares will depend, amongst other things, on their own individual circumstances, including their own tax position. Shareholders are recommended to consult their duly authorised independent advisers in making their own decisions.
Overseas Shareholders
The attention of Shareholders who are not resident in the United Kingdom is drawn to paragraph 2 of Part II of the Circular headed "Overseas Shareholders" and, for Shareholders who hold their Ordinary Shares in certificated form, to the relevant provisions of the Tender Form.
DEFINITIONS
In this announcement, where the context permits, the expressions set out below shall bear the following meanings:
|
"AIM" |
the market of that name operated by the London Stock Exchange |
|
"Arrowgrass" |
Arrowgrass Master Fund Ltd |
|
"Basic Entitlement" |
the number representing 12.086 per cent. of the aggregate number of Ordinary Shares registered in the Shareholder's name in the Register on the Record Date, rounded down to the nearest whole number of Ordinary Shares |
|
"Board" or "Directors" |
the board of directors of the Company |
|
"certified" or "in certificated form" |
an Ordinary Share which is not in uncertificated form |
|
"Circular" |
the shareholder circular which the Company is posting to shareholders today |
|
"Company" or "TruFin" |
TruFin PLC |
|
"Conditions" |
has the meaning given to it in paragraph 1 of Part II |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited |
|
"CREST Manual" |
the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
|
"CREST member" |
a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations) |
|
"CREST participant" |
a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations) |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) and the Companies (Uncertificated Securities) (Jersey) Order 1999 as amended from time to time, and any applicable rules made under those regulations |
|
"CREST Rules" |
the rules from time to time issued by Euroclear governing the admission of securities to and the operation of the CREST UK System |
|
"CREST sponsor" |
a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system-participant (as defined in the CREST Regulations) |
|
"CREST sponsored member" |
a CREST member admitted to CREST as a sponsored member |
|
"CREST UK System" |
the facilities and procedures of the relevant systems of which Euroclear is the approved operator pursuant to the CREST Regulations |
|
"Demerger Circular" |
the circular relating to the Demerger published by the Company on 17 April 2019 |
|
"DFC" |
Distribution Finance Capital Limited |
|
"Eligible Shareholders" |
Shareholders resident in, or citizens of, a jurisdiction outside the Restricted Territories on the Register at the Record Date |
|
"Equiniti" or "Receiving Agent" |
Equiniti Limited |
|
"Euroclear" |
Euroclear UK and Ireland Limited, the operator of CREST |
|
"General Meeting" or "GM" |
the general meeting of the Company convened for 9.00 a.m. on 23 December 2019, notice of which is set out at the end of the Circular, or any reconvened meeting following any adjournment thereof |
|
"Group" |
TruFin PLC and its subsidiaries as at the date of the Circular |
|
"in uncertificated form" |
title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
|
"Ordinary Shares" |
ordinary shares of £0.91 each in the share capital of the Company |
|
"Overseas Shareholders" |
Shareholders who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom |
|
"Record Date" |
6.00 p.m. on 23 December 2019 |
|
"Register" |
the register of members of the Company |
|
"Registrars" |
Equiniti (Jersey) Limited |
|
"Restricted Territories" |
each and any of the United States, Canada, Australia, South Africa and Japan and any other jurisdiction where the mailing of the Circular into or inside or from such jurisdiction would breach any applicable law or regulations |
|
"Settlement Date" |
the date by which the consideration for Ordinary Shares tendered under the Tender Offer will be settled by payment through CREST or despatched by cheque to the Eligible Shareholders entitled thereto, which is expected to be 31 December 2019 in respect of Ordinary Shares held in CREST and by 7 January 2020 in respect of Ordinary Shares held in certificated form |
|
"Shareholders" |
holders of Ordinary Shares |
|
"Tender Form" |
the personalised tender form accompanying the Circular for use in connection with the Tender Offer by Eligible Shareholders who hold their Ordinary Shares in certificated form |
|
"Tender Offer" |
the invitation by the Company to Eligible Shareholders to tender Ordinary Shares for purchase by the Company on the terms and subject to the conditions set out in the Circular and also, in the case of certificated Ordinary Shares only, the Tender Form |
|
"Tender Offer Resolution" |
the special resolution to be proposed at the GM for approval of the Tender Offer, which is numbered 1 in the notice of GM set out at the end of the Circular |
|
"Tender Price" |
the tender price of 45 pence per Ordinary Share |
|
"TFE instruction" |
a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear) |
|
"TTE instruction" |
a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear) |
|
"uncertificated form" |
recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertified Securities Regulations, may be transferred by means of CREST |
|
"Unconditional Date" |
the date on which the Tender Offer is expected to become unconditional, which is expected to be 23 December 2019 |
|
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland |
|
"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States of America, any other areas subject to its jurisdiction and the District of Columbia |
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