TruFin PLC
27 July 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
LEI: 213800C2QPZFECSRZ964
27 July 2026
TruFin plc
("TruFin" or the "Company")
RESULTS OF GENERAL MEETING
AND
RESULTS OF TENDER OFFER
TruFin is pleased to announce the results of the general meeting of the Company held earlier today and the Tender Offer.
Results of General Meeting
The ordinary resolutions proposed at the general meeting of the Company held earlier today to provide the necessary Shareholder approvals in connection with the Tender Offer and Repurchase described in the Company's circular dated 9 July 2026 (the "Circular"), were duly passed on a poll.
Terms used in this announcement shall have the meaning ascribed to them in the Circular unless otherwise stated.
The results of the poll in respect of the resolutions were as follows:
|
Resolution |
For (i) |
For % |
Against |
Against % |
Votes withheld (iii) |
Total votes cast |
Percentage of issued share capital voted (%) (ii) |
|
Ordinary Resolution (Independent Shareholder votes only) |
|||||||
|
1. That, subject to the passing of Resolution 2, the waiver granted by the Panel on Takeovers and Mergers of the obligation that would otherwise arise on Watrium AS to make an offer to shareholders of the Company pursuant to Rule 9 of the Takeover Code as a result of the Tender Offer and Repurchase, as described in the Circular dated 9 July 2026, be and is hereby approved. |
40,066,475 |
99.91% |
37,605 |
0.09% |
184 |
40,104,080 |
42.45% |
|
Ordinary Resolution |
|||||||
|
2. That, subject to the passing of Resolution 1, the Company be authorised to purchase, in accordance with Article 57 of the Companies (Jersey) Law 1991, up to 40,579,562 Ordinary Shares of the Company at 140 pence per Share in connection with the Tender Offer and Repurchase, as described in the Circular dated 9 July 2026. |
40,066,506 |
99.91% |
37,605 |
0.09% |
153 |
40,104,111 |
42.45% |
Notes:
(i) Votes 'For' include those votes giving the Chair discretion.
(ii) The number of ordinary shares in issue on 27 July 2026 was 94,466,773.
(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
In accordance with the Takeover Code, Resolution 1, to waive the application of Rule 9 of the Takeover Code, has been approved by a majority of the votes cast by the Independent Shareholders (as that term is defined in the Circular).
Resolution 1 was an ordinary resolution, requiring more than 50 per cent. of Independent Shareholders' votes to be cast in favour of the resolution.
Resolution 2 was an ordinary resolution, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolution.
The full text of the Resolutions can be found in the Notice of General Meeting dated 9 July 2026, a copy of which is available on the Company's website at https://trufin.com/investors/7/rule-9-waiver-and-tender-offer.
Results of the Tender Offer
Pursuant to the Tender Offer which closed in accordance with its published timetable at 1:00 p.m. on 24 July 2026, valid tenders have been received for 45,697,630 Ordinary Shares, of which 40,579,562 Ordinary Shares, representing approximately 43 per cent. of the issued share capital of the Company, will be purchased by Panmure Liberum.
In accordance with the terms of the Tender Offer, each Eligible Shareholder is entitled to sell up to 43.08 per cent. of the aggregate number of Ordinary Shares registered in the Shareholder's name rounded down to the nearest whole number of shares (the "Basic Entitlement"). Shareholders who tendered to sell less than or equal to their Basic Entitlement have had their tender satisfied in full. Shareholders who tendered more than their Basic Entitlement have had their Basic Entitlement satisfied in full and any Ordinary Shares tendered above their Basic Entitlement have been satisfied at 74.365159 per cent. pro rata to the other Excess Applications so that the number of Ordinary Shares to be purchased by Panmure Liberum pursuant to the Tender Offer is the maximum of 40,579,562 Ordinary Shares.
Payment through CREST and the settlement of CREST accounts for successfully tendered Ordinary Shares held in CREST is expected to occur by 30 July 2026. The despatch of cheques and balancing share certificates to certificated Shareholders for successfully tendered certificated Ordinary Shares purchased pursuant to the Tender Offer is expected to occur by 10 August 2026.
The settlement of CREST accounts in respect of unsold tendered Ordinary Shares held in uncertificated form is expected to occur by 30 July 2026. The despatch of balance share certificates for unsold certificated Ordinary Shares and the return of share certificates for unsuccessful tenders of certificated Shares are also expected to occur by 10 August 2026.
Ordinary Shares purchased pursuant to the Tender Offer will, following the completion of the Tender Offer, be acquired from Panmure Liberum by the Company otherwise than on a securities exchange for the purposes of the Companies Law, pursuant to the Repurchase Agreement and such Ordinary Shares will subsequently be cancelled.
Following completion of the Tender Offer, subsequent Repurchase and cancellation of 40,579,562 Ordinary Shares, the total number of Ordinary Shares with voting rights in the Company will be 53,887,211 Ordinary Shares (the "Reduced Issued Ordinary Share Capital"). This figure may be used by Shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Following the cancellation of the 40,579,562 Ordinary Shares, Watrium AS will be interested in 24,129,245 Ordinary Shares equivalent to 44.78 per cent. of the Reduced Issued Ordinary Share Capital.
The full updated expected timetable is set out below.
|
2026 |
|
|
Completion of the Tender Offer |
27 July |
|
CREST accounts settled in respect of unsold tendered Ordinary Shares held in uncertificated form |
By 30 July |
|
CREST settlement date: Payments through CREST made and CREST accounts settled for successfully tendered CREST shares |
By 30 July |
|
Cheques for successfully tendered certificated shares and balancing share certificates despatched to certificated Shareholders |
10 August |
|
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT: |
|
|
Panmure Liberum (Nominated Adviser and Corporate broker) |
|
About TruFin plc:
TruFin plc is the holding company of an operating group comprising two growth-focused technology businesses operating in niche markets: early payment provision and invoice finance. 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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