REG - TruFin PLC - Proposed disposal of Playstack Limited
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RNS Number : 2476F TruFin PLC 21 May 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
21 May 2026
TruFin plc
("TruFin" or the "Company")
Proposed disposal of Playstack Limited and Notice of General Meeting
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 on the Company's website shortly
(www.trufin.com (https://www.trufin.com/) ). Extracts of the Circular are set
out below.
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.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No.596/2014 as amended by The Market Abuse (Amendment) (EU Exit)
Regulations 2019. By the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain. The person responsible for arranging for the release of this
announcement on behalf of the Company is Annie Styler.
Enquiries: 0203 743 1340
0777 922 9508
TruFin plc
James van den Bergh, Chief Executive Officer
Kam Bansil, Investor Relations
Panmure Liberum (Nominated Adviser and Corporate broker) 0203 100 2000
Chris Clarke
Edward Thomas
About TruFin plc:
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
(https://gbr01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.trufin.com%2F&data=05%7C01%7Cannie.styler%40trufin.com%7Cbaa78452ac0a47f8945108da28fa43e7%7C67937f35ec6246869ff319b660f3fd22%7C0%7C0%7C637867352602970809%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=KlrhCWwTxueK%2BL9vIsnyHiMNFfDmDQOWUnAQeFSgNQc%3D&reserved=0)
.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and posting of the Circular: 21 May 2026
Latest time and date for receipt of Forms of Proxy and CREST voting 10.00 a.m. on 4 June 2026
instructions for the General Meeting:
General Meeting: 10.00 a.m. on 8 June 2026
Expected date of Completion of the Disposal (subject to the passing at the 10 June 2026
General Meeting of the Resolution):
Notes:
(1) All references to times in the timetable above are to London, UK time.
(2) These dates are given on the basis of the Board's current expectations
and are subject to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service and will be available on the
Company's website at www.trufin.com.
(3) All events in the above timetable scheduled to take place after the
General Meeting are conditional on the approval by Shareholders of the
Resolution as proposed.
PART 1 - PROPOSED DISPOSAL OF PLAYSTACK
1. INTRODUCTION
The Company has today announced the conditional disposal of Playstack Limited
("Playstack") to VantageCo Limited (the "Purchaser") for an enterprise value
of £125 million on a debt-free, cash-free, normalised working capital basis.
Subject to Completion, the Company's wholly-owned subsidiary, TruFin Holdings,
which holds 84.5 per cent of Playstack will receive cash proceeds of
approximately £112.4 million (net of transaction fees, but excluding a £1.5
million holdback relating to potential tax liabilities). 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. Further
details relating to the Disposal can be found in section 2 below and Part II
of this announcement.
The Board believes that the Disposal provides the Company with the opportunity
to crystallise an attractive return on invested capital in line with the
Company's strategy of value realisation, allowing the Company to: (i) return
capital to Shareholders; (ii) provide additional financial flexibility to
support the operation and growth of the continuing Group; and (iii) acquire
scalable, cash generative platform businesses which it will grow both
organically and through disciplined bolt-on acquisitions.
In view of the size of the Disposal relative to the Company, the Disposal is
deemed to result in a fundamental change of the business of the Company for
the purpose of Rule 15 of the AIM Rules and it is therefore conditional upon
the approval of Shareholders. However, as the Disposal will not result in the
Company divesting of all, or substantially all, of its existing trading
business, activities or assets, the Company will not be deemed to become an
AIM Rule 15 Cash Shell, following Completion of the Disposal.
The Board is accordingly convening the General Meeting, to be held at the
offices of Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW at 10.00
a.m. on 8 June 2026, to seek Shareholder approval for the Disposal.
The purpose of the Circular is to: (i) provide information on the background
to, reasons for, and consequences of, the Disposal; (ii) set out why the
Directors unanimously consider the Disposal to be in the best interests of the
Company and Shareholders as a whole; and (iii) convene the General Meeting to
seek Shareholder approval for the Resolution to approve the Disposal. The
Circular also sets out the steps Shareholders should take if they wish to vote
on the Resolution at the General Meeting.
The Company has received irrevocable undertakings to vote in favour of the
Resolution, in respect of, in aggregate 30,883,026 Ordinary Shares,
representing approximately 32.78 per cent. of the Issued Ordinary Share
Capital, together with a letter of intent to vote in favour of the Resolution
in respect of, in aggregate 10,841,184 Ordinary Shares, representing
approximately 11.51 per cent. of the Issued Ordinary Share Capital.
2. BACKGROUND TO AND REASONS FOR THE DISPOSAL
Background to the Disposal
Playstack is a leading UK games publisher and has been a member of the Group
since September 2019, when the Group converted into ordinary shares its
existing convertible loans with Playstack in full satisfaction and discharge
of the convertible loans. This gave the Group majority ownership of Playstack
and the other companies within the Playstack group.
During 2025, more than 20 million units of Playstack games were installed,
with more than 150 million hours of gameplay on Playstack games.
In the financial year ended 31 December 2025, Playstack contributed £55.3
million of revenue, £13.5 million of EBITDA and £12.2 million of profit to
the Group. Playstack had net assets of £36.4 million as at 31 December 2025.
Reasons for the Disposal
The Company initiated a strategic review and an exploratory sale process for
Playstack in 2025 with Aream, consistent with its disciplined approach to
capital allocation and value realisation. Following active dialogue with a
number of interested parties and a period of negotiation, TruFin Holdings has
now agreed terms with the Purchaser in respect of the Disposal.
Summary terms of the Disposal
The Purchaser has conditionally agreed to acquire Playstack, pursuant to the
Share Purchase Agreement and the Minority SPA. The Disposal will be effected
through the sale of all the shares in Playstack including all of the Ordinary
Shares owned by TruFin Holdings in Playstack, representing 84.5 per cent of
the share capital in Playstack. The proceeds receivable by TruFin Holdings
comprises cash consideration of approximately £112.4 million (net of
transaction fees, but excluding a £1.5 million holdback to cover potential
tax liabilities payable by Playstack, the quantum of which has not yet been
determined) which includes the repayment of a £15.6 million loan provided by
TruFin Holdings to Playstack.
The Disposal is conditional on the approval of the Resolution by Shareholders
at the General Meeting. The date on which Completion of the Disposal will
occur is currently expected to be 10 June 2026.
Should Shareholders not approve the Resolution, the Share Purchase Agreement
will not complete and TruFin Holdings will be liable to pay a break fee of
approximately £5.2 million to the Purchaser.
Further information on the Disposal is set out in Part II (Principal Terms of
the Disposal) of this announcement.
Information on Purchaser
The Purchaser is a limited liability company newly incorporated in England and
Wales and a wholly-owned subsidiary of Integrated Media Company LLC (Cayman),
part of the Integrated Media Company group ("IMC"). IMC is an investment
platform focused on building category-leading businesses across consumer
technology, digital media, and related sectors. IMC partners with exceptional
management teams to support sustainable long-term value creation.
3. USE OF PROCEEDS, IMPACT ON THE TRUFIN LTIP AND
STRATEGY FOR THE CONTINUING GROUP
Capital return
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.
Assuming full take up of a Tender Offer from other Shareholders (including
under an excess application facility), Watrium's shareholding would increase
to maximum of 54.6 per cent. This would be treated as an acquisition of
interests under Rule 9 of the Takeover Code. A Tender Offer will therefore be
conditional on the Panel granting a waiver of the obligation under Rule 9 that
would otherwise arise on Watrium and, as Watrium has a representative on the
Board of the Company, a resolution approving this waiver will need to be
approved by independent Shareholders at a general meeting of the Company. The
Rule 9 waiver resolution will be put to Shareholders at the same time as
approval is sought for a Tender Offer.
Assuming full take up of a Tender Offer from other Shareholders (including
under an excess application facility) excluding Watrium, Gresham House Asset
Management's shareholding would increase to a maximum of 42.0 per cent. The
Panel has agreed to grant a dispensation to Rule 9 under Rule 37.1 (c) subject
to the Shareholder continuing to meet criteria under Rule 37.1 until the
completion of a Tender Offer. This statement has been made without the consent
of Gresham House Asset Management.
Assuming full take up of a Tender Offer, the remaining Issued Ordinary Share
Capital would be 44,200,107 Ordinary Shares (assuming no Ordinary Shares are
purchased under the Company's share buyback programme) with outstanding
options over 8,668,880 Ordinary Shares granted to holders under the LTIP (the
"Options"), resulting in a fully diluted share capital of 52,868,987 Ordinary
Shares (assuming no Options are exercised or lapse prior to the date of a
Tender Offer).
TruFin LTIP
If implemented, a Tender Offer will represent a 'return of value' for the
purposes of the Options. Consequently, holders of Options granted over, in
aggregate, 8,402,214 Ordinary Shares (the "Plan Shares") and who are employees
of the Group on the date of a Tender Offer (the "Award Holders"), will become
entitled to receive a cash award under the terms of the LTIP equal to the
gross amount that the Award Holders would have received had they participated
in a Tender Offer and sold the aggregate number of Plan Shares subject to
their Options which have not, as at the date of a Tender Offer, been exercised
being, in aggregate, a maximum potential return of value award of £6.2
million. Awards will be paid at the time of the Company's next annual bonus
cycle or as determined by the Board, subject to any deductions required to be
made by law and otherwise in accordance with the rules of the LTIP.
Any employees of Playstack who hold Options under the LTIP will, in accordance
with the rules of the LTIP, be treated as leavers as a consequence of the
Disposal. As leavers, any unvested options that they hold at Completion of the
Disposal shall lapse in their entirety for no payment and any vested options
shall remain valid and be exercisable for a short period of time following
Completion of the Disposal and otherwise in accordance with the rules of the
LTIP.
Strategy for the Group following Completion of the Disposal
Following the return of capital of £70 million (assuming it takes the form of
a Tender Offer and there is full take up) and payment of awards pursuant to
the LTIP of £6.2 million to the Company's executives, the Group is expected
to hold £35 million of unrestricted cash. The Company will 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. The continuing Group is expected to be loss-making for the
full year 2026, with a target of achieving full-year profitability in 2027.
Following Completion of the Disposal and a Tender Offer, the Group intends to
replicate the success it has achieved to date by acquiring and scaling
platform businesses, which it intends to grow both organically and through
disciplined bolt-on acquisitions. It is expected that cash generated by these
platforms will be redeployed into further bolt-on acquisitions and to acquire
additional platforms, compounding returns over time. The Group expects to
invest in one new platform per year, alongside executing at least one bolt-on
acquisition within each existing platform. The Board expects to deploy all
proceeds from the Disposal (less an appropriate cash buffer) within twelve
months following a Tender Offer.
The Group's target acquisition(s) will be platforms which have:
(a) cash-generative characteristics, often constrained by
their existing ownership structure;
(b) long-dated recurring or highly visible revenue streams,
providing durability, predictability and resilience;
(c) clear scope to unlock value through disciplined capital
allocation;
(d) the ability to scale both organically and through
acquisition;
(e) a clear pathway to EBITDA margins in excess of 40 per
cent; and
(f) the capacity to reinvest self-generated cash flows
into organic initiatives and bolt-on acquisitions at internal rates of return
in excess of 20 per cent.
The Group will target platforms that operate in markets that are fragmented,
resilient to technological disruption including AI, and which are
characterised by the absence of dominant incumbents.
Following a Tender Offer, the Group intends to accelerate its evaluation of
potential platform acquisitions. One potential acquisition has been identified
but there is no guarantee that this target will pass due diligence or whether
a price for the acquisition can be agreed.
Having completed two bolt-on acquisitions to date (Porge and BidStats), Oxygen
is in the early stages of evaluating a further potential bolt-on opportunity.
No terms have been agreed, and due diligence has not yet been undertaken. If
the acquisition is pursued, it is expected to be earnings enhancing from its
first full year of ownership.
4. GENERAL MEETING
General
In accordance with Rule 15 of the AIM Rules, the Disposal is deemed to be a
disposal that will result in a fundamental change of business of the Company
and is accordingly subject to the approval of Shareholders. However, as the
Disposal will not result in the Company divesting of all, or substantially
all, of its existing trading business, activities or assets, the Company will
not be deemed to become an AIM Rule 15 Cash Shell following Completion of the
Disposal.
Implementation of the Disposal requires the approval of Shareholders at a
general meeting of the Company. Accordingly, a notice is set out at the end of
the Circular convening the General Meeting to be held at the offices of
Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW at 10.00 a.m. on 8
June 2026.
Description of the Resolution
The Resolution is an ordinary resolution, the passing of which requires more
than 50 per cent of the votes cast (whether in person or by proxy) to be in
favour.
The Resolution seeks approval to dispose of Playstack by way of entry into,
and completion of the transactions described in, the Share Purchase Agreement,
which will constitute a fundamental change of business of the Company under
AIM Rule 15.
5. ACTION TO BE TAKEN
Action Shareholders should take in relation to the General Meeting
Shareholders will find enclosed with the Circular a Form of Proxy for use in
connection with the General Meeting. Whether or not you intend to be present
at the General Meeting you are requested to complete and return the Form of
Proxy as soon as possible and, in any event, so as to be received by Equiniti
(Jersey) Limited, c/o Equiniti Limited at Highdown House, Yeoman Way,
Worthing, West Sussex, BN99 6DA.
Alternatively, you can appoint a proxy online at www.shareview.co.uk
(http://www.shareview.co.uk) by following the instructions provided on the
Form of Proxy, or if you hold Ordinary Shares in CREST, by using the CREST
electronic proxy appointment service.
The completion and return of a Form of Proxy will not preclude Shareholders
from attending the General Meeting and voting in person should they wish to do
so.
Proxy appointments must be received by the Registrar by no later than 10.00
a.m. on 4 June 2026.
6. VOTING UNDERTAKINGS
Irrevocable undertakings to vote in favour of the Resolution have been
received by the Company in respect of, in aggregate 30,883,026 Ordinary
Shares, representing approximately 32.78 per cent. of the Issued Ordinary
Share Capital as follows:
Shareholder No. of Ordinary Shares Percentage of Issued Ordinary Share Capital
Watrium AS 24,129,245 25.61
GPIM Limited 4,052,161 4.30
UBS Nominees 2,701,620 2.86
Total 30,883,026 32.78
Pursuant to the term of the irrevocable undertaking, GPIM Limited is permitted
to sell Ordinary Shares which they consider to be in the best interests of
their investment clients and accordingly the number of Ordinary Shares subject
to the undertaking may reduce.
The Company has received a non-binding 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.
7. RECOMMENDATION
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.
PART 2 - PRINCIPAL TERMS OF THE DISPOSAL
1. PARTICULARS OF THE TRANSACTION
On 21 May 2026, the Company, TruFin Holdings, the Management Sellers and the
Purchaser entered into the Share Purchase Agreement in relation to the
Disposal. The Purchaser will also enter into a Minority SPA with the
shareholders of Playstack in respect of the Playstack shares not owned by
TruFin Holdings or the Management Sellers. The Purchaser has conditionally
agreed to acquire Playstack from TruFin Holdings and the other sellers.
Completion of the Share Purchase Agreement is conditional on the approval of
Shareholders at the General Meeting of the Resolution.
Subject to the approval of the Resolution, Completion of the Disposal is
expected to take place on 10 June 2026. The Disposal is not subject to any
other conditions.
2. PURCHASE PRICE
The Purchaser has agreed to acquire Playstack for an enterprise value 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 transaction fees, but excluding a £1.5 million holdback relating to
potential tax liabilities payable by Playstack, the quantum of which has not
yet been 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 Share Purchase Agreement provides for a
'locked box' mechanism whereby the consideration is calculated by reference to
the financial position of Playstack as at 31 December 2025 and is subject to
certain customary leakage provisions intended to limit Playstack's ability to
transfer value to the sellers prior to Completion. To the extent that there is
any leakage to, or for the benefit of, any member of the Group, the cash
consideration would be reduced by the amount of any value that is transferred
to or for the benefit of any member of the Group.
3. OTHER KEY TERMS
The ordinary shares in Playstack shall be transferred free of all
encumbrances.
The Company has agreed to ensure that between signing of the Share Purchase
Agreement and Completion, Playstack will conduct its business in the ordinary
course and comply with certain other customary conduct of business covenants,
subject to customary carve-outs. The Company and TruFin Holdings have further
agreed not to solicit, encourage or otherwise endorse or negotiate any
competing transactions to acquire Playstack or any of its subsidiaries in this
period.
The Share Purchase Agreement provides for the exercise of certain drag-along
rights by the Company pursuant to which certain minority shareholders holding
in aggregate, 1.44 per cent of Playstack, will be required to sell their
holdings in connection with the Disposal. The detailed terms of sale will be
governed by the Minority SPA, to be entered into between the Purchaser and
such minority shareholders.
The long stop date for Completion is 17 June 2026. If the Disposal has not
completed by that date, the Share Purchase Agreement will terminate. If the
Resolution is not approved, TruFin Holdings will be liable to pay the
Purchaser a break payment of approximately £5.2 million within five Business
Days following written demand from the Purchaser.
The Share Purchase Agreement provides that the Group shall be subject to a
non-solicit covenant such that, for a period of 24 months after Completion of
the Disposal, the Company will not (and will procure that other members of the
continuing Group will not), inter alia, hire individuals employed in an
executive or managerial position by Playstack subject to certain customary
carve-outs.
The Share Purchase Agreement contains customary warranties given by the
Company and TruFin Holdings relating to their power and authority to enter
into and perform their obligations under the Share Purchase Agreement and
TruFin Holdings' legal and beneficial ownership of its shares in Playstack.
Neither the Company nor TruFin Holdings have given any warranties in relation
to the business of Playstack.
Subject to Completion, the Company and TruFin Holdings have agreed to
indemnify the Purchaser and each member of its group (including Playstack) for
any loss suffered arising from the allocation of the purchase price and any
claims from shareholders (other than the Management Shareholders) in relation
to their shareholder rights. The indemnity is subject to a financial cap of
approximately £1.8 million.
The Share Purchase Agreement contains provisions that oblige TruFin Holdings
to ensure that certain group wide tax allowances and group relief surrenders
that have been assumed to be allocated to Playstack for the purposes of the
FY24 and FY25 tax computations are allocated or surrendered to Playstack.
TruFin Holdings has agreed to indemnify the Purchaser to the extent that a tax
liability arises to the Group as a result of TruFin Holdings breaching this
obligation, subject to various limitations.
The Share Purchase Agreement is governed by English law.
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
AIM means the AIM market operated by the London Stock Exchange;
AIM Rules means the AIM Rules for Companies, as published by the London Stock Exchange
from time to time;
AIM Rule 15 Cash Shell an AIM company that falls within the 'Divestment or Cessation' section of AIM
Rule 15;
Aream or Financial Adviser means Aream Group LLP;
Award Holders has the meaning given to it in section 3 of Part 1 of this announcement;
Board or Directors means the directors of the Company;
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks are
usually open for business in London and Jersey;
Circular means the shareholder circular to be posted in connection with the General
Meeting;
Company or TruFin means TruFin plc, a company incorporated and registered in Jersey with
registered number 125245;
Completion of the Disposal or Completion means completion of the Disposal pursuant to the Share Purchase Agreement;
CREST means the relevant system (as defined in the CREST Regulations) in respect of
which Euroclear is the operator (as defined in the CREST Regulations);
CREST Manual means the rules governing the operation of CREST as published by Euroclear and
as amended from time to time;
CREST Member means a person who has been admitted by Euroclear as a system member (as
defined in the CREST Regulations);
CREST Regulations means the Uncertificated Securities Regulations 2001 (SI 2001/3755), as
amended or superseded;
Disposal means the proposed sale of Playstack;
Euroclear means Euroclear UK & International Limited, the operator of CREST;
FCA means the Financial Conduct Authority of the United Kingdom;
Form of Proxy means the form of proxy enclosed with the Circular (where applicable) for use
by Shareholders in connection with the General Meeting;
General Meeting means the general meeting of the Company to be convened at the offices of
Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW on 8 June 2026 at
which the Resolution will be proposed, notice of which is set out at the end
of the Circular;
Group means the Company and its Subsidiaries;
Issued Ordinary Share Capital means the Company's issued ordinary share capital;
Jersey means Jersey, Channel Islands;
London Stock Exchange means London Stock Exchange plc;
LTIP means the TruFin Long Term Incentive Plan;
Management Sellers means Harvey Elliott, Kevin Shrapnell and Robert Crossley;
Minority SPA means the share purchase agreement to be entered into between the Purchaser
and each Shareholder of Playstack other than TruFin Holdings and the
Management Sellers;
Notice of General Meeting means the notice of General Meeting which will be set out at the end of the
Circular;
Options has the meaning given to it in section 3 of Part 1 of this announcement;
Ordinary Shares means the ordinary shares in the capital of the Company with a nominal value
of £0.91 each;
Panmure Liberum means Panmure Liberum Limited, the Company's nominated adviser and broker;
Plan Shares has the meaning given to it in section 3 of Part 1 of this announcement;
Playstack means Playstack Limited, a company incorporated and registered in England and
Wales with registered number 10168633;
Purchaser means VantageCo Limited, a company incorporated and registered in England and
Wales with registered number 17227148;
Registrar means Equiniti (Jersey) Limited, the Company's share registrar;
Regulatory Information Service means one of the regulatory information services authorised by the FCA to
receive, process and disseminate regulatory information from listed companies;
Resolution means the resolution to be proposed at the General Meeting to approve the
Disposal, as set out in the Notice of General Meeting at the end of the
Circular;
Share Purchase Agreement means the conditional share purchase agreement relating to Playstack and
entered into between the Company, TruFin Holdings, the Management Sellers and
the Purchaser on 21 May 2026;
Shareholders means holders of Ordinary Shares from time to time;
Subsidiary has the meaning given to it in Article 2 of the Companies (Jersey) Law 1991;
Tender Offer a potential structure for the intention of the Company to return up to £70
million to Shareholders by way of a tender offer at a proposed fixed price of
140p per Ordinary Share;
TruFin Holdings means TruFin Holdings Limited, a company incorporated and registered in Jersey
with registered number 125244; and
UK or United Kingdom means the United Kingdom of Great Britain and Northern Ireland.
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. END DISPPUGAAUPQUGG
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