Proposed disposal of Playstack Limited and Notice of General Meeting

Proposed disposal of Playstack Limited and Notice of General Meeting

21 May 2026

TruFin is pleased to announce that it has conditionally agreed to sell its 84.5 per cent. interest in Playstack Limited, held via its wholly owned subsidiary, TruFin Holdings, to VantageCo Limited (the "Purchaser"), which will result in net cash proceeds receivable of approximately £112.4 million (the "Disposal"). The Purchaser is an indirect wholly owned subsidiary of Integrated Media Company LLC (Cayman), which is a part of the Integrated Media Company group.

Highlights

  • The Disposal represents an enterprise value for Playstack of £125 million on a debt free, cash free, normalised working capital basis. TruFin Holdings will receive net cash proceeds of approximately £112.4 million (net of transactions fees, but excluding a £1.5 million holdback relating to potential tax liabilities payable by Playstack which have not yet been finally determined). The net proceeds receivable by TruFin Holdings of approximately £112.4 million includes the repayment by Playstack of a £15.6 million loan to TruFin Holdings.

  • The Disposal constitutes a fundamental change of business pursuant to AIM Rule 15 and is therefore conditional upon shareholder approval.

  • The Board considers the Disposal and the Resolution to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

  • The Company has received irrevocable undertakings to vote in favour of the Resolution from Watrium AS, GPIM Limited and UBS Nominees who hold, in aggregate, 30,883,026 Ordinary Shares, representing approximately 32.78 per cent. of the Issued Ordinary Share Capital. The Company has also received a letter of intent to vote in favour of the Resolution from Lombard Odier Asset Management (Europe) Limited, who hold, in aggregate, 10,841,184 Ordinary Shares, representing approximately 11.51 per cent. of the Issued Ordinary Share Capital.

  • Following Completion of the Disposal, the Company intends to return £70 million to Shareholders. The Board has had discussions with its major Shareholders regarding returning capital by way of a Tender Offer and it has proposed a fixed price of 140p. The Board will continue to discuss the terms and structure of a capital return that will get the necessary Shareholder support to be approved at a Shareholder meeting to be convened in due course.

  • Watrium AS, a 25.61 per cent. Shareholder of the Company, has indicated that it does not intend to participate in a Tender Offer. Assuming full take up of a Tender Offer from other Shareholders (including under an excess application facility), Watrium AS’ shareholding would increase to 54.6 per cent. which would require a waiver from the obligations under Rule 9 of the Takeover Code that would otherwise arise on Watrium AS, subject to the approval of independent shareholders.  A further announcement will be made in relation to this as appropriate.

  • Post Completion of the Disposal, the Company will continue to retain an approximate 85 per cent. interest in Oxygen and an approximate 80 per cent. interest in Satago following the implementation of a proposed management incentive plan.

  • Post Completion of the Disposal and the capital return, the Company intends to replicate the success it has achieved to date by acquiring and scaling platform businesses, both organically and through disciplined bolt-on acquisitions.

James van den Bergh, CEO of TruFin, commented:

“We believe the disposal of Playstack represents a milestone for TruFin and a clear demonstration of our disciplined approach to capital allocation and value creation. We’ve thoroughly enjoyed working with the Playstack team over the last few years and look forward to them achieving future success.

“IMC is a superb platform for the next stage in Playstack’s journey and we wish the team at IMC well for the future.”

Posting of Circular and Notice of General Meeting

Full details of the proposed Disposal are set out in the Circular which is expected to be published and available here shortly.

In view of the size of Playstack relative to the Company, the Disposal will result in a fundamental change of business of the Company for the purpose of Rule 15 of the AIM Rules and is therefore conditional upon the approval of Shareholders. That approval will be sought at a general meeting of the Company to be held at 10.00 a.m. on 8 June 2026 at the offices of Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW.