Proposed Tender Offer, Trading Update and Notice of General Meeting
4 December 2019
("TruFin" or the "Company" or together with its subsidiaries "TruFin Group")
PROPOSED TENDER OFFER TO PURCHASE ORDINARY SHARES FOR UP TO A MAXIMUM VALUE OF APPROXIMATELY £5 MILLION
AT A FIXED PRICE OF 45 PENCE PER ORDINARY SHARE, TRADING UPDATE
NOTICE OF GENERAL MEETING
TruFin is pleased to announce that it is proposing to purchase up to 11,111,112 Ordinary Shares through a tender offer (the "Tender Offer") at a fixed price of 45 pence per Ordinary Share (the "Tender Price"), which equates to a maximum value of approximately £5 million.
The Tender Offer is subject to approval by the Company's Shareholders of the purchase of the Ordinary Shares pursuant to the Tender Offer and this is being sought at a General Meeting of the Company which will be held on Monday, 23 December 2019 at 9.00 a.m. at the offices of Travers Smith LLP at 10 Snow Hill, London, EC1A 2AL.
Highlights of the Tender Offer
- Under the Tender Offer, each Eligible Shareholder is entitled to have its shareholding purchased by the Company at the Tender Price of 45 pence per Ordinary Share up to that Eligible Shareholder's Basic Entitlement together with potential further purchases depending on the number of Ordinary Shares tendered by other Eligible Shareholders (subject to the overall maximum number indicated below).
- The Company will purchase existing issued Ordinary Shares for a total purchase price of up to approximately £5 million.
- The maximum number of Ordinary Shares that will be purchased by the Company under the Tender Offer is 11,111,112, representing approximately 12.086 per cent. of the Company's issued share capital as at 29 November 2019 (assuming full take-up of the Tender Offer at the Tender Price).
- All Ordinary Shares validly tendered by any Eligible Shareholder up to their Basic Entitlement will be accepted in full. Amounts in excess of this will be scaled down as detailed in the Circular.
- Successfully tendered Ordinary Shares will be cancelled by the Company and will not be available for re-issue. The Tender Offer opens on 5 December 2019 and will close at 1.00 p.m. on 23 December 2019.
- Completion of the Tender Offer will be conditional on Shareholder approval of the Tender Offer at the General Meeting to be held on Monday, 23 December 2019.
The preceding summary should be read in conjunction with the text below as well as the shareholder circular, which the Company is posting to Shareholders today (the "Circular").
The Circular is available on the Company's website here.
Full RNS can be found here.