Result of AGM

RNS Number : 1086B

TruFin PLC

04 June 2019

 

4 June 2019

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

ANNUAL GENERAL MEETING RESULTS

TruFin is pleased to announce that its second Annual General Meeting was held in London today where all resolutions as proposed in the notice of AGM were duly passed.

The shareholder resolution dated 17 May 2019, giving the necessary authorities for the Tender Offer set out in the Company's circular dated 17 May 2019 (the "Circular") has been passed. As described in the Circular, the Tender Offer closes at 1:00 p.m. today and the Company expects the results of the Tender Offer to be announced at 7:00 a.m. tomorrow, 5 June 2019.

The votes received in respect of the resolutions were as follows:

Annual General Meeting Resolutions numbered and with defined terms as per the Notice of Meeting		For		Against		Withheld
		Number	%	Number	%	Number
1.	That the Company be authorised to purchase, in accordance with Article 57 of the Companies Law, Ordinary Shares as per the terms of the Tender Offer described in this Circular provided that: (a) the maximum number of Ordinary Shares hereby authorised to be acquired is 5,435,105; (b) the price which may be paid for each Ordinary Share is 92 pence; (c) unless previously renewed, varied or revoked by the Company in a general meeting, the authority hereby conferred shall expire on 30 June 2019; (d) 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; (e) the Directors provide a statement of solvency in accordance with Articles 55 and 57 of the Companies Law; and (f) such shares are acquired for cancellation or to be held as treasury shares in accordance with Article 58A of the Companies Law.	82,248,749	100.00	0	0.00	219
2.	To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 31 December 2018.	82,247,749	100.00	0	0.00	1,219
3.	To re-elect Simon Henry Kenner as a Director of the Company.	78,720,992	100.00	442	0.00	3,527,534
4.	To re-elect James van den Bergh as a Director of the Company.	82,247,307	100.00	442	0.00	1,219
5.	To re-elect Raxita Kapashi as a Director of the Company.	82,247,307	100.00	442	0.00	1,219
6.	To re-elect Steve Baldwin as a Director of the Company.	82,247,307	100.00	442	0.00	1,219
7.	To re-elect Penny Judd as a Director of the Company.	82,247,307	100.00	442	0.00	1,219
8.	To re-elect Peter Whiting as a Director of the Company.	80,947,307	98.42	1,300,442	1.58	1,219
9.	To re-elect Paul Dentskevich as a Director of the Company.	82,247,307	100.00	442	0.00	1,219
10.	To re-appoint Deloitte LLP as Auditors of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.	82,247,749	100.00	0	0.00	1,219
11.	To authorise the directors to determine the remuneration of the Auditors.	82,247,749	100.00	0	0.00	1,219
12.	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 32,456,140 ordinary shares of £0.91 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 4 September 2020 (unless previously renewed, varied or revoked by the Company prior to or on that date).	82,247,528	100.00	221	0.00	1,219
13.	In addition to the authority in Resolution 1, that the Company be generally and unconditionally authorised to purchase in accordance with Article 57 of the Law Ordinary Shares provided that: (a) the maximum number of Ordinary Shares hereby authorised to be acquired is 9,736,842 (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 on 4 September 2020 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 58A of the Law.	82,248,749	100.00	0	0.00	219
14.	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 9,736,842 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 4 September 2020 (unless previously renewed, varied or revoked by the Company prior to or on that date).	82,248,528	100.00	221	0.00	219

Resolutions 1, 13 and 14 were passed 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.

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. The 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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