TIDMTRU TIDMTRU
RNS Number : 6630D
TruFin PLC
23 June 2023
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR
FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
23 June 2023
TruFin plc
("TruFin" or the "Company")
Result of Placing and Notice of General Meeting
TruFin is pleased to announce that, following the announcement
after market close on 22 June 2023 (the "Launch Announcement"), it
has received strong demand from existing shareholders and other
institutional investors, and it has successfully placed 10,769,230
new ordinary shares (the "Placing Shares") at a price of 65 pence
per share, raising gross proceeds of GBP7 million under the
Placing.
Liberum Capital Limited ("Liberum") acted as Nominated Adviser
and Corporate Broker on the oversubscribed Placing.
James van den Bergh, Chief Executive Officer of TruFin,
commented:
"We are delighted that Playstack has entered into an agreement
to develop and license further games in the Mortal Shell franchise,
building on the highly successful first instalment of the franchise
launched in 2020 to critical acclaim. This cements Playstack as a
significant player in the games industry and augments a compelling
line up of games for 2023, 2024 and beyond. The Placing Proceeds
will secure this exciting franchise for Playstack as well as
provide additional funding to the Group. We are delighted our
shareholders have supported us in this oversubscribed Placing, with
the Open Offer to follow."
Related Party Transactions
Gresham House Asset Management (" Gresham ") and Watrium AS are
related parties of the Company (the "Substantial Shareholders") for
the purposes of the AIM Rules for Companies by virtue of their
status as substantial shareholders of the Company.
Gresham and Watrium AS will receive 4,923,077 and 2,475,922
shares, respectively, as part of the Placing.
The Directors (other than Anders Wilhelmsen, being a
representative of Watrium on the Board) having consulted with the
Company's Nominated Adviser, Liberum, consider that the terms of
the participations in the Placing by the Substantial Shareholders
are fair and reasonable insofar as the shareholders of the Company
are concerned.
Open Offer
As announced in the Launch Announcement, the Company also
intends to raise up to approximately GBP1 million through the issue
of 1,543,982 new Ordinary Shares pursuant to the Open Offer (the
"Open Offer Shares") on the basis of 1 Open Offer Share for every
61 Existing Ordinary Shares held on the Record Date at the Issue
Price, to allow Shareholders, including those who are not
participating in the Placing, to subscribe for new Ordinary Shares
at the Issue Price.
The terms and conditions of the Open Offer will be set out in
the Circular, which will be posted later today and which will also
be made available on the Company's website at https://trufin.com/
shortly following posting.
Circular and Meeting
Completion of the Placing and Open Offer will be conditional
upon, inter alia, the approval by Shareholders of the resolutions
to be proposed at a General Meeting of the Company. Notice of the
General Meeting will be set out in the Circular. The General
Meeting will be held at 9.00 a.m. on 10 July 2023 at the offices of
Travers Smith LLP, 10 Snow Hill, London EC1A 2AL.
Admission
Application will be made to London Stock Exchange plc for the
Placing Shares and the Open Offer Shares to be admitted to trading
on AIM ("Admission"). It is expected that Admission will become
effective and that dealings in the Placing Shares and the Open
Offer Shares will commence at 8.00 a.m. on 11 July 2023 (being the
business day following the General Meeting), subject to the
Resolutions being passed at the General Meeting.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Launch
Announcement released by the Company on 22 June 2023.
Enquiries:
TruFin plc
James van den Bergh, Chief Executive
Officer 020 3743 1340
Kam Bansil , Investor Relations 077 7922 9508
Liberum (Nominated Adviser and Corporate
Broker)
Chris Clarke
Edward Thomas
Cara Murphy 020 3100 2000
Note:
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK version of EU Regulation No. 596/2014 as it forms part of UK
domestic law and as defined in, and by virtue of, the European
Union (Withdrawal) Act 2018 ("UK MAR"). Upon the publication of
this announcement via 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, the
Company's compliance officer.
About TruFin
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 NOTICE
This Announcement, and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction
(the "Restricted Jurisdictions").
The New Ordinary Shares referred to herein have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act"), or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except in transactions
exempt from, or not subject to, the registration requirements of
the Securities Act and in compliance with the securities laws of
any state or other jurisdiction of the United States. The New
Ordinary Shares are being offered and sold solely outside the
United States in "offshore transactions" as defined in and pursuant
to Regulation S under the Securities Act. No public offering of New
Ordinary Shares is being made in the United States.
This Announcement does not constitute or form part of an offer
to sell or issue or a solicitation of an offer to buy, subscribe
for or otherwise acquire any securities in any jurisdiction
including, without limitation, the Restricted Jurisdictions or any
other jurisdiction in which such offer or solicitation would be
unlawful. This Announcement and the information contained in it is
not for publication or distribution, directly or indirectly, to
persons in a Restricted Jurisdiction, unless permitted pursuant to
an exemption under the relevant local law or regulation in any such
jurisdiction.
No action has been taken by the Company or Liberum or any of
their respective directors, officers, partners, agents, employees
or affiliates that would permit an offer of the New Ordinary Shares
or possession or distribution of this Announcement or any other
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
This Announcement is directed only at: (a) persons in member
states of the European Economic area who are "qualified investors",
as defined in article 2 (e) of the Regulation (EU) 2017/1129
(together with its delegated and implementing regulations (the "EU
Prospectus Regulation"), (b) in the United Kingdom, persons who (i)
have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or are high net
worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in Article 49(2) of the
Order and (ii) are "qualified investors", as defined in Article 2
(e) of the Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (the "UK Prospectus Regulation") ("UK Qualified
Investors"), and (c) persons to whom it may otherwise lawfully be
communicated (each, a "Relevant Person"). No other person should
act on or rely on this Announcement and persons distributing this
Announcement must satisfy themselves that it is lawful to do so. By
accepting the terms of this announcement, investors represent and
agree that they are a Relevant Person.
This Announcement must not be acted on or relied on by persons
who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relate is available only
to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by Liberum or any
other 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.
No prospectus or offering document will be made available in
connection with the matters contained in this Announcement and no
such prospectus is required (in accordance with the UK Prospectus
Regulation) to be published.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Group's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange or applicable law, the
Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Any indication in this Announcement of the price at which the
Company's shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Group.
Liberum, which is authorised and regulated in the United Kingdom
by the FCA, are acting for the Company and for no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Liberum or for providing advice in relation to the
Placing, or any other matters referred to in this Announcement.
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 or on behalf of the Company or Liberum or
by their affiliates or their respective agents, directors, officers
and employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
Neither the Placing Shares to be issued pursuant to the Placing
nor the Open Offer Shares to be issued pursuant to the Open Offer
will be admitted to trading on any stock exchange other than to
trading on AIM.
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.
Notice to distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Liberum are
only procuring investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability of appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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END
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June 23, 2023 02:00 ET (06:00 GMT)
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