TruFin is the holding company of an operating group comprising three growth-focused FinTech and banking businesses operating in three niche lending markets: supply chain finance, 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, and offices predominantly in the UK and a small team in the US. In addition, TruFin owns a c.15% minority stake in Zopa, a leading UK consumer P2P lender, which operates independently of the TruFin Group.
The TruFin Group currently operates under three separate businesses each of which has a seasoned operational management team: Distribution Finance Capital (supply chain finance), Satago (invoice finance) and Oxygen Finance (dynamic discounting).
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.
Financial Public Relations
Blue Pool Communications Limited
40b Gunter Grove
London SW10 0UJ
Ocorian Secretaries (Jersey) Limited
26 New Street
Jersey JE2 3RA
Nominated Adviser and Broker
Macquarie Capital (Europe) Limited
28 Ropemaker Street
London EC2Y 9HD
Solicitors to the Company - UK law
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
Solicitors to the Company – Jersey law
Jersey JE4 9WG
Reporting Accountants and Auditors
2 New Street Square
London EC4A 3BZ
Equiniti (Jersey) Limited
26 New Street
Jersey, JE2 3RA
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 Chairman of TruFin, Henry Kenner, will also fulfil the role of Chief Executive Officer of the Board and consequently be a part of the running of the Company’s day-to-day business. It is understood that this does not comply with the QCA code, but the Directors believe it is in the best interests of the Company and its Shareholders for Henry to carry out both of these roles.
The Board has established the Audit Committee, the Remuneration Committee and the Nomination Committee.
The Audit Committee is chaired by Penny Judd. Its other member is Peter Whiting. 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.
The Remuneration Committee is chaired by Peter Whiting. Its other member is 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 in operation from time to time by the Company. The remuneration and terms and conditions of appointment of the Non-Executive Directors is 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.
The Nomination Committee is chaired by Steve Baldwin. Its other members are Penny Judd and Henry Kenner. 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, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and 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.
Number of Shares in Issuance
TruFin plc's issued Ordinary Share capital comprises 97,368,421 Ordinary shares of no 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 76.8% .
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.
|Name||Ordinary Shares||Per cent|
|Arrowgrass Master Fund Ltd||71,128,744||73.1|
|Employee benefit trust||3,407,895||3.5|
Information above as at 31 December 2018