REG - TruFin PLC TruFin PLC - CEO Incentive Plan

TrufinAnnouncement

10/04/2025 07:00

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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

 

The surrendered option had the right to participate in the Company's return of
value plan (which was first outlined in the Notice of General Meeting dated 17
April 2019) (the "RoV Plan"). The RoV Plan entitled the options holder to
receive a cash payment, calculated by reference to the gross number of Shares
subject to the unexercised Options held by him (if any) at the time of a
return of value to shareholders (the "RoV"). Both the Exercise Price and the
Share Price Hurdles were subject to a proportionate downwards adjustment in
the event of a RoV.

Grant of Options to CEO

The Company's Chief Executive Officer, James van den Bergh, has been granted
the following new options to acquire ordinary shares in the capital of the
Company (the "Options") at the following exercise prices (the "Exercise
Price") and subject to the achievement of the following share price hurdles
(the "Share Price Hurdles"). In aggregate up to 4,850,000 Shares may be
acquired pursuant to the Options.

 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

 

The Options have been granted under the rules of the Company's Long Term
Incentive Plan (the "LTIP") and in the ordinary course, will vest on 1 January
2026, subject to a two-year clawback period until 1 January 2028.  Once
vested, and subject to the achievement of the share price hurdles, the Options
will become exercisable for a four-year period until 1 January 2030, after
which they shall lapse to the extent left unexercised.

The Options will participate in the Company's RoV Plan. If a change of control
of the Company takes place, or the Company disposes of all of its subsidiaries
bar one, and provided the option holder is not a bad leaver at the time, these
events will be treated as a RoV.

Together, the Options and the RoV plan strengthen and ensure alignment between
the CEO and shareholder objectives to deliver maximum shareholder value.

Extension to Notice Period

The Company also announces that the Chief Executive Officer's notice period in
his service agreement has been extended from 3 to 12 months.

Further disclosures in accordance with Article 19 of the UK version of the EU
Market Abuse Regulation 596/2014 which has effect in English law by virtue of
the European Union (Withdrawal) Act 2018 are set out at the end of this
announcement.

 

 

Grant of share awards under Long Term Incentive Plan

On 9 April 2025, the Company awarded a tranche of options under its LTIP
initially announced on 28 July 2023. These options are over a total of 550,000
Ordinary Shares (the "Senior Employee Options") and were granted to the Chief
Financial Officer and other senior employees.

The Senior Employee Options are subject to the same performance metrics as the
previous tranches of the LTIP issued in 2023 and 2024 but have a vesting date
of 31 December 2027. The Senior Employee Options will expire 10 years post
grant date.

 

The Senior Employee Options granted to James Hussey (CFO) are subject to
performance criteria set by the Remuneration Committee of the Company based
on a share price performance metric. The Options granted to subsidiary company
CEOs are subject to subsidiary company financial performance metrics.

 

Details of the grant of Options to PDMRs are set out below:

 

 Name          Position                 Senior Employee Options granted
 James Hussey  Chief Financial Officer  225,000

 

These awards are intended to align the incentives of the CFO and other senior
employees with the Company's performance and outcomes for shareholders over
the long term and to provide effective and attractive levels of reward to
retain individuals who are key to the future success of the Company, based on
delivering strong performance in a fair and proportionate manner.

 

Vesting will also normally be dependent on the continued employment of the
participant within the Company's group. The awards are subject to market
standard leaver, malus and clawback provisions.

 

The following disclosures are made in accordance with Article 19 of the UK
version of the EU Market Abuse Regulation 596/2014 which has effect in English
law by virtue of the European Union (Withdrawal) Act 2018:

 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:                                      Single transaction as in 4c) above

     Aggregated volume                                           225,000

     Price                                                       Nil
 e)  Date of the transaction                                      9 April 2025
 f)  Place of the transaction                                     Outside a trading venue

 

 

 

Enquiries:

 TruFin plc                                                        0203 743 1340

James van den Bergh, Chief Executive Officer
0777 922 9508

Kam Bansil, Investor Relations

 Panmure Liberum Limited (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 four
growth-focused technology businesses operating in niche markets: early payment
provision, invoice finance, IFA 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)
.

 

 

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