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Business Description
TruFin is the holding company of an operating group comprising two growth-focused businesses operating in two niche lending markets: invoice finance and dynamic discounting. The TruFin Group was established through a series of acquisitions and investments by Arrowgrass Master Fund Ltd between 2014 and 2017. The TruFin Group currently has over 100 employees, based predominantly in the UK and with a small team in the US.
The TruFin Group currently operates three separate businesses, each with a seasoned operational management team: Satago (invoice finance), Oxygen Finance (dynamic discounting), and PlayStack (mobile games publisher and financier).
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Country of Incorporation
TruFin plc was incorporated and registered in Jersey on 29 November 2017 as a public company under the Companies (Jersey) Law 1991 with registration number 125245. TruFin's main country of operation is the UK. As TruFin is not incorporated in the UK, the rights of a shareholder may be different from the rights of a shareholder in a UK incorporated company.
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Advisors
Company Secretary
Ocorian Secretaries (Jersey) Limited, 26 New Street, St. Helier, Jersey, JE2 3RA
Nominated Adviser and Broker
Liberum Capital Limited, Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9LY
Solicitors to the Company - UK law
Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL
Solicitors to the Company – Jersey law
Ogier, 44 Esplanade, St Helier, Jersey, JE4 9WG
Reporting Accountants and Auditors
Crowe U.K. LLP, St Bride’s House, 10 Salisbury Square, London, EC4Y 8EH
Registrars
Equiniti (Jersey) Limited, 26 New Street, St Helier, Jersey, JE2 3RA
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Board of Directors
Please see further details here
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Corporate Governance
The Directors acknowledge the importance of high standards of corporate governance and have decided to comply with the principles set out in the QCA Corporate Governance Code (the "QCA Code"). The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies. A statement regarding how we comply with the QCA code can be found here.
The Board has established the Audit Committee, the Remuneration Committee and the Nomination Committee.
Audit Committee
The Audit Committee is chaired by Penny Judd. Its other members are Steve Baldwin and Paul Dentskevich. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee meets at least twice a year and will have unrestricted access to the Company’s auditors. A copy of the Audit Committee Terms of Reference can be found here.
Remuneration Committee
The Remuneration Committee is chaired by Paul Dentskevich. Its other members are Penny Judd and Steve Baldwin. The Remuneration Committee reviews the performance of the Company's Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme operated by the Company from time to time. The remuneration and terms and conditions of appointment of the Non-Executive Directors are set by the Board. The Remuneration Committee meets formally at least once a year and otherwise as required. A copy of the Remuneration Committee Terms of Reference can be found here.
Nomination Committee
The Nomination Committee is chaired by Steve Baldwin. Its other members are Penny Judd and Paul Dentskevich. The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board, performance of Board members, induction of new directors, appointment of committee members and succession planning for senior management of the Company. The Nomination Committee is responsible for evaluating the balance of skills, knowledge, diversity and experience of the Board, plus its size, structure and composition, along with retirements and appointments of additional and replacement directors. It makes appropriate recommendations to the Board on such matters. The Nomination Committee prepares a description of the role and capabilities required for a particular appointment. The Nomination Committee meets formally at least once a year and otherwise as required. A copy of the Nomination Committee Terms of Reference can be found here.
UK Takeover Code applicability
The UK City Code on Takeovers and Mergers applies to the Company.
The Directors intend to comply and procure compliance with Rule 21 of the AIM Rules for Companies relating to dealings by directors and other applicable employees in the Company's securities and to this end, the Company has adopted an appropriate share dealing code.
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Shareholder Information
Number of Shares in Issuance
TruFin plc's issued Ordinary Share capital comprises 105,836,687 Ordinary shares of £0.91 par value. No Ordinary Shares are held in treasury. In so far as the Company is aware, the percentage of Ordinary Shares that is not in public hands is 51%.
The company has not applied to or agreed to have any of its securities (including AIM securities) admitted or traded on any other exchange or trading platform.
There are no restrictions on the transfer of the Ordinary Shares.
Significant ShareholdersName
Ordinary Shares
Per cent
Watrium AS 24,129,245 22.80 Gresham House Asset Management 19,420,100 18.35 Lombard Odier Investment Managers 11,734,224 11.09 Premier Miton Investors 8,939,759 8.45 GPIM 4,344,893 4.11 Credit Suisse Private Banking 4,110,548 3.88 M&G Investments 3,695,364 3.49 JO Hambro Capital Management 3,550,000 3.35 Information above as at 29 February 2024.
