TruFin PLC Result of AGM (2538R)
26 Junio 2020 - 6:35AM
UK Regulatory
TIDMTRU TIDMTRU
RNS Number : 2538R
TruFin PLC
26 June 2020
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries
"TruFin Group")
26 June 2020
ANNOUNCEMENT OF ANNUAL GENERAL MEETING RESULTS
TruFin is pleased to announce that its third Annual General
Meeting ("AGM") was held today.
Ordinary resolutions 1-8 and special resolution 11 as proposed
in the Notice of AGM were duly passed.
Ordinary resolution 9 and special resolution 10 as proposed in
the Notice of AGM were not passed.
The votes received in respect of the resolutions were as
follows:
Annual General Meeting Resolutions For Against Withheld
numbered and with defined
terms as per the Notice of
Meeting
Number % Number % Number
----------- -------- ----------- ------- ---------
To receive the reports
of the Directors and the
Auditors and the audited
accounts for the financial
year ended 31 December
1. 2019. 64,374,261 99.71% 189,684 0.29% 0
------------------------------------- ----------- -------- ----------- ------- ---------
To re-elect James van den
Bergh as a Director of
2. the Company. 64,563,945 100.00% 0 0.00% 0
------------------------------------- ----------- -------- ----------- ------- ---------
To re-elect Steve Baldwin
3. as a Director of the Company. 64,563,945 100.00% 0 0.00% 0
------------------------------------- ----------- -------- ----------- ------- ---------
To re-elect Penny Judd
4. as a Director of the Company. 64,563,945 100.00% 0 0.00% 0
------------------------------------- ----------- -------- ----------- ------- ---------
To re-elect Paul Dentskevich
5. as a Director of the Company. 64,563,945 100.00% 0 0.00% 0
------------------------------------- ----------- -------- ----------- ------- ---------
To elect Stephen Greene
6. as a Director of the Company. 64,563,945 100.00% 0 0.00% 0
------------------------------------- ----------- -------- ----------- ------- ---------
To appoint Crowe U.K. LLP
as Auditors of the Company
to hold office until the
conclusion of the next
general meeting of the
Company at which accounts
7. are laid. 61,435,738 95.15% 3,128,207 4.85% 0
------------------------------------- ----------- -------- ----------- ------- ---------
To authorise the directors
to determine the remuneration
8. of the Auditors. 64,563,945 100.00% 0 0.00% 0
------------------------------------- ----------- -------- ----------- ------- ---------
The directors of the Company
be authorised for the purposes
of the articles of association
of the Company (the "Articles")
to allot (with or without
confirming rights of renunciation),
grant options over or otherwise
deal in any unissued shares
of the Company (whether
for cash or non-cash consideration)
on such terms and conditions
as they may in their discretion
think fit up to an aggregate
maximum of 26,940,735 ordinary
shares of GBP0.91 each
in the capital of the Company
("Ordinary Shares") such
authority to expire at
the earlier of the conclusion
of the next annual general
meeting of the Company
or at close of business
on 26 September 2021 (unless
previously renewed, varied
or revoked by the Company
9. prior to or on that date). 4,900,000 7.59% 59,663,945 92.41% 0
------------------------------------- ----------- -------- ----------- ------- ---------
The directors of the Company
are empowered to allot
equity securities pursuant
to the Articles as if Article
3 (pre-emption rights)
of the Articles did not
apply to such allotment,
such power being limited
to:
a. the allotment of equity
securities in connection
with an issue or offering
in favour of holders of
equity securities and any
other persons entitled
to participate in such
issue or offering where
the equity securities respectively
attributable to the interests
of such holders and persons
are proportionate (as nearly
as may be) to the respective
number of equity securities
held by or deemed to be
held by them on the record
date of such allotment,
subject only to such exclusions
or other arrangements as
the directors may consider
necessary or expedient;
and
b. otherwise than pursuant
to (a), the allotment of
equity securities up to
an aggregate maximum of
8,082,220 Ordinary Shares,
such power to expire at
the earlier of the conclusion
of the next annual general
meeting of the
Company or at close of
business on 26 September
2021 (unless previously
renewed, varied or revoked
by the Company prior to
10. or on that date). 4,900,000 7.59% 59,663,945 92.41% 0
------------------------------------- ----------- -------- ----------- ------- ---------
That the Company be generally
and unconditionally authorised
to purchase in accordance
with Article 57 of the
Companies (Jersey) Law
1991 ("the Law") Ordinary
Shares provided that
a. the maximum number of
Ordinary Shares hereby
authorised to be acquired
is 8,082,220 (being 10%
of the Ordinary Shares
in issue as at the date
of this resolution);
b. the minimum price which
may be paid for each Ordinary
Shares is nil;
c. the maximum price which
may be paid for each Ordinary
Share is an amount equal
to 105% of the average
of the middle market quotations
for an Ordinary Share as
derived from the London
Stock Exchange for the
five business days immediately
preceding the day on which
such share is contracted
to be purchased;
d. unless previously renewed,
varied or revoked by the
Company in a general meeting,
the authority hereby conferred
shall expire at close of
business on 26 September
2021 or, if earlier, on
the date of the next annual
general meeting of the
Company;
e. the Company may make
a contract to purchase
its Ordinary Shares under
the authority hereby conferred
prior to the expiry of
such authority, which contract
will or may be executed
wholly or partly after
the expiry of such authority,
and may purchase its Ordinary
Shares in pursuance of
any such contract;
f. the Directors provide
a statement of solvency
in accordance with Articles
55 and 57 of the Law; And
g. such shares are acquired
for cancellation or to
be held as treasury shares
in accordance with Article
11. 58A of the Law. 64,563,945 100.00% 0 0.00% 0
------------------------------------- ----------- -------- ----------- ------- ---------
Resolutions 10 and 11 were proposed as special resolutions.
A "vote withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes against the
resolution.
In the run up to the AGM a number of questions were raised
around the intentions of the Company's largest shareholder,
Arrowgrass Master Fund Limited ("AMFL"), which announced in
September 2019 that it would be closing and divesting of its
positions over time resulting in an "overhang" on the share price.
The Board remains in regular dialogue with AMFL and has been
seeking ways to resolve this situation including, earlier in the
year, exploring a proposal that involved sourcing liquidity to give
shareholders the opportunity to sell shares back to the Company. As
set out in the Annual Report, we continue to work with AMFL for a
solution in the interests of the Company's stakeholders as a
whole.
For further information, please contact:
TruFin plc
James van den Bergh, Chief Executive Officer 0203 743 1340
Macquarie Capital (Europe) Limited (NOMAD and joint
broker)
Alex Reynolds
Jonny Allison 0203 037 2000
Liberum Capital Limited (Joint broker)
Chris Clarke
Louis Davies 0203 100 2000
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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