Result of AGM

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 numbered and with defined terms as per the Notice of Meeting		For		Against		Withheld
		Number	%	Number	%	Number
1.	To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 31 December 2019.	64,374,261	99.71%	189,684	0.29%	0
2.	To re-elect James van den Bergh as a Director of the Company.	64,563,945	100.00%	0	0.00%	0
3.	To re-elect Steve Baldwin as a Director of the Company.	64,563,945	100.00%	0	0.00%	0
4.	To re-elect Penny Judd as a Director of the Company.	64,563,945	100.00%	0	0.00%	0
5.	To re-elect Paul Dentskevich as a Director of the Company.	64,563,945	100.00%	0	0.00%	0
6.	To elect Stephen Greene as a Director of the Company.	64,563,945	100.00%	0	0.00%	0
7.	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 are laid.	61,435,738	95.15%	3,128,207	4.85%	0
8.	To authorise the directors to determine the remuneration of the Auditors.	64,563,945	100.00%	0	0.00%	0
9.	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 £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 26 September 2021 (unless previously renewed, varied or revoked by the Company prior to or on that date).	4,900,000	7.59%	59,663,945	92.41%	0
10.	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 or on that date).	4,900,000	7.59%	59,663,945	92.41%	0
11.	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 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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