TruFin PLC General Meeting Results & Completion Of Zopa Sale (2376Y)
May 07 2019 - 6:46AM
UK Regulatory
TIDMTRU TIDMTRU
RNS Number : 2376Y
TruFin PLC
07 May 2019
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 GBP44.5 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 Votes % Against Votes
For Against 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 GBP1
each;
(ii) convert the existing
ordinary shares of no par
value into ordinary shares
of GBP1.90 each;
(iii) subdivide and redesignate
the ordinary shares of GBP1.90
each into ordinary shares
of GBP0.91 each and B ordinary
shares of GBP0.99 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 GBP29,535,088
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 5.00 p.m. on 8
TruFin Shares in order for the transferee to May
be registered at the Demerger Record Time
Demerger Record Time 5.00 p.m. on 8
May
Conversion, subdivision and redesignation of 6.00 p.m. on 8
the existing TruFin May
Ordinary Shares into the DFC Cancellation Shares
and TruFin New Ordinary Shares
Effective Date of the TruFin Reduction of Capital 11.00 p.m. on 8
May
Demerger Effective Time (issue of DFC Holdings 11.00 p.m. on 8
Demerger Shares) May
Estimated time and date for the admission of 8.00 a.m. on 9
the DFC Holdings Ordinary Shares to trading on May
AIM
CREST accounts credited with DFC Holdings Ordinary 8.00 a.m. on 9
Shares (including the Sale Shares) May
Expected date for despatch of definitive share By 16 May
certificates for DFC Holdings Ordinary Shares
(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 Officer
James van den Bergh, Deputy Chief Executive
Officer 0203 743 1340
Macquarie Capital (Europe) Limited (NOMAD and
joint broker)
Alex Reynolds
Nicholas Harland 0203 037 2000
Liberum Capital Limited (Joint broker)
Chris Clarke
Trystan Cullen
Louis Davies 0203 100 2000
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
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END
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