CEO Incentive Plan
10/04/2025 07:00
RNS Number : 4098E
TruFin PLC
10 April 2025
10 April 2025
TruFin plc
("TruFin" or the "Company")
CEO Incentive Plan
Grant of share awards under Long Term Incentive Plan
PDMR Notification - Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
New CEO Incentive Plan
As part of a strategic review of the Company's Chief Executive Officer's incentive arrangements, and with a view to (i) strengthening alignment with long-term shareholder objectives and (ii) mitigating retention risks posed by the current structure, the Company announces that on 9 April 2025 the following dealings took place:
Surrender of Option by CEO
The Company's Chief Executive Officer, James van den Bergh, has surrendered his time vested option to acquire (in aggregate) 4,868,420 ordinary shares in the capital of the Company at an exercise price of £0.706 per share, and all rights arising out of such option, with immediate effect for no payment or compensation. This option was awarded in stages between February 2018 and September 2019 and was due to expire in February 2028. The option had the following exercise prices and was subject to the achievement of the following share price hurdles.
| Number of Shares | Exercise Price | Share Price Hurdle |
| 973,684 | £0.706 per Share | £0.88 per Share |
| 973,684 | £0.706 per Share | £1.03 per Share |
| 973,684 | £0.706 per Share | £1.17 per Share |
| 973,684 | £0.706 per Share | £1.46 per Share |
| 973,684 | £0.706 per Share | £1.76 per Share |
| Number of Shares | Exercise Price | Share Price Hurdle |
| 1,616,667 | £0.75 per Share | £0.94 per Share |
| 1,616,667 | £0.75 per Share | £1.31 per Share |
| 1,616,666 | £0.75 per Share | £1.88 per Share |
| Name | Position | Senior Employee Options granted |
| James Hussey | Chief Financial Officer | 225,000 |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
| a) | Name | James van den Bergh | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | CEO and Director of TruFin plc | |||
| b) | Initial notification /Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | TRUFIN PLC | |||
| b) | LEI | 213800C2QPZFECSRZ964 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares | |||
| Identification code | ISIN: JE00BYVWJZ03 | ||||
| b) | Nature of the transaction | Surrender and cancellation of option to acquire Ordinary Shares under the Company's Performance Share Plan | |||
| c) | Price(s) and volume(s) | ||||
| Price(s) - GBP | Volume(s) | ||||
| £0.706 per Share | 4,868,420 | ||||
| d) | Aggregated information | ||||
| N/A | |||||
| e) | Date of the transaction | 9 April 2025 | |||
| f) | Place of the transaction | Outside a trading venue. | |||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
| a) | Name | James van den Bergh | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | CEO and Director of TruFin plc | |||
| b) | Initial notification /Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | TRUFIN PLC | |||
| b) | LEI | 213800C2QPZFECSRZ964 | |||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares | |||
| Identification code | ISIN: JE00BYVWJZ03 | ||||
| b) | Nature of the transaction | Grant of options to acquire Ordinary Shares under the Company's Long Term Incentive Plan | |||
| c) | Price(s) and volume(s) | ||||
| Price(s) - GBP | Volume(s) | ||||
| £0.75 per Share | 1,616,667 | ||||
| £0.75 per Share | 1,616,667 | ||||
| £0.75 per Share | 1,616,666 | ||||
| d) | Aggregated information | ||||
| - Aggregated volume | 4,850,000 | ||||
| - Price (GBP) | £0.75 per Share | ||||
| - Total | n/a | ||||
| e) | Date of the transaction | 9 April 2025 | |||
| f) | Place of the transaction | Outside a trading venue. | |||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | James Hussey | |
| 2. | Reason for the Notification | ||
| a) | Position/status | Chief Financial Officer | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | TruFin Plc | |
| b) | LEI | 213800C2QPZFECSRZ964 | |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the Financial instrument, type of instrument | Ordinary Shares | |
| Identification code | ISIN: JE00BYVWJZ03 | ||
| b) | Nature of the transaction | Grant of options | |
| c) | Price(s) and volume(s) | Price | Volume |
| Nil | 225,000 | ||
| d) | Aggregated information: Aggregated volume Price | Single transaction as in 4c) above 225,000 Nil | |
| e) | Date of the transaction | 9 April 2025 | |
| f) | Place of the transaction | Outside a trading venue | |
| TruFin plc James van den Bergh, Chief Executive Officer Kam Bansil, Investor Relations | 0203 743 1340 0777 922 9508 |
| Panmure Liberum Limited (Nominated Adviser and Corporate broker) Chris Clarke Edward Thomas | 0203 100 2000 |