REG - TruFin PLC - Playstack Management Incentive Plan

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RNS Number : 0500Q  TruFin PLC  23 January 2026

23 January 2026

TruFin plc

("TruFin" or the "Company")

Playstack Management Incentive Plan

TruFin plc announces that, as has been contemplated for some time, the board
of Playstack Ltd ("Playstack"), the Company's gaming subsidiary, has approved
the establishment of a new management incentive plan (the "MIP") designed to
align senior management with long-term shareholder value creation. This is in
line with TruFin's remuneration committee's long-term incentivisation strategy
for the Playstack senior management team.

Participants and Award Structure

Awards under the MIP have been granted to Harvey Elliott, Chief Executive
Officer of Playstack, and additional members of the senior management team
(together, the "Participants").

In aggregate, approval has been given to issue new shares up to a maximum of
15% of Playstack's fully diluted share capital (the "MIP Shares").  8,392,437
B shares and 27,575,149 C shares have been issued representing 3.5% and 11.5%
respectively of the fully diluted share capital.

Harvey Elliott, CEO, will receive 8,392,437 B shares and 15,585,954 C shares,
an aggregate 10% of the fully diluted share capital.

Rights Attached to the MIP Shares

The MIP Shares are a separate class of equity in Playstack carrying voting
rights, rights to dividends, and a right to participate in value only on an
exit event, and only once a defined valuation hurdle has been achieved. This
hurdle represents the net funding provided to Playstack by TruFin at any point
in time.

The B Shares vest and participate in value only if Playstack achieves a
minimum equity value ("Hurdle") currently £19.6 million on a future exit
event.

The C shares participate in value once the Hurdle plus accrued interest,
calculated at 12%, has been achieved. As at 22 January 2026 the Hurdle plus
accrued interest stood at £45.9m.

Above the Hurdle plus accrued interest, the MIP Shares entitle the
Participants to a maximum of 15% of the equity value of Playstack (the
"Participation Cap"), allocated in proportion to their individual awards.

By way of example:

·      If Playstack were sold for equity value of £19.6m, the MIP
Shares would receive no value.

·      If Playstack were sold for equity value of £100m, the MIP Shares
would receive an aggregate value of c.£9.2m.

 

Funding of the MIP Shares

The acquisition of the MIP Shares by the CEO is being funded by a loan of
£249k provided by Playstack (the "CEO Loan"). The CEO Loan is
limited-recourse and is repayable only out of any value ultimately received on
the MIP Shares. The loan will accrue interest at the rate of 1% above the base
rate of the Bank of England.

Independent Valuation

The valuation of the MIP Shares and the terms of the MIP have been reviewed
and confirmed as fair and reasonable by an independent third-party valuation
expert appointed by Playstack.

Approval and Rationale

The MIP was approved by the Playstack Board following recommendation from
TruFin's Remuneration Committee.

The purpose of the MIP is to:

·      Attract, retain and incentivise key senior management;

·      Align management rewards with shareholder value creation; and

·      Support Playstack's long-term commercial strategy, including the
execution of its publishing roadmap and continued growth of its gaming
portfolio.

 

 

For further information, please contact:

 TruFin plc                                                        0203 743 1340

James van den Bergh, Chief Executive Officer
07779 229508

Kam Bansil, Investor Relations
 Panmure Liberum Limited (Nominated Adviser and Corporate broker)

Chris Clarke

Edward Thomas                                                    0203 100 2000

 

TruFin plc is the holding company of an operating group comprising three
growth-focused technology businesses operating in niche markets: early payment
provision, invoice finance and mobile games publishing. The Company was
admitted to AIM in February 2018 and trades under the ticker symbol: TRU. More
information is available on the Company website: www.TruFin.com.

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