Proposed Return of Capital to Shareholders
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.
12 June 2026
TruFin plc
("TruFin" or the "Company")
Update re. proposed return of capital to shareholders
Further to the Company's announcement of 21 May 2026, TruFin is pleased to announce its intention to return £80 million ("Return of Value") to Shareholders following the completion of the Disposal of Playstack Limited, which completed on 10 June 2026.
Having had productive discussions with certain Shareholders regarding the terms and structure of the Return of Value, the Board has determined the best course of action to be: (i) to invite Shareholders to tender their respective Ordinary Shares to return up to approximately £56.8 million at a fixed price of 140p per Ordinary Share (the "Tender Offer"); and (ii) following the Tender Offer, a special dividend distribution to Shareholders of a minimum of approximately £23.2 million (the "Special Dividend").
The Special Dividend will be a compulsory pro rata return of capital to Shareholders who remain on the Shareholder register of the Company following the Tender Offer. If the Tender Offer is not taken up in full, the Special Dividend will be increased such that the aggregate amount of capital returned to Shareholders will total £80 million.
It is the intention of the Company to include an excess application facility as part of the Tender Offer whereby Shareholders would be permitted to submit tenders in respect of Ordinary Shares that are in excess of their basic entitlement.
Watrium AS has indicated that it does not intend to participate in the Tender Offer. Assuming full take up of the Tender Offer from other Shareholders (including under an excess application facility), Watrium AS' shareholding would increase to a maximum of 45.0 per cent. This would be treated as an acquisition of interests under Rule 9 of the Takeover Code. The Tender Offer will therefore be conditional on the Takeover Panel granting a waiver of the obligation under Rule 9 that would otherwise arise on Watrium AS and, as Watrium AS 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"). The Rule 9 Waiver resolution will be put to Shareholders at the same time as approval is sought for the Tender Offer.
Gresham House Asset Management ("Gresham") has indicated that it will tender an amount of its current shareholding such that, following completion of the Tender Offer, its resultant holding will be below 30.0 per cent of the Company's resultant issued share capital. Should Gresham not do so their maximum holding in the Company (assuming full take up of the Tender Offer) would be 34.7 per cent.
The Board intends to enter into a relationship agreement with Gresham that will include a right to appoint a director to the Board, under certain circumstances, subject to Gresham maintaining a holding in the Company above 15 per cent. Further details will be announced when the relationship agreement is signed.
The Tender Offer is conditional on the approval of Shareholders at a general meeting of the Company. A Shareholder circular setting out further details regarding the terms of the Tender Offer and the Special Dividend and convening a general meeting to consider the required Shareholder approvals (including the Rule 9 Waiver) is expected to be published in July 2026.
In light of the proposed return of capital to Shareholders, the Company has terminated the agreement with its broker Panmure Liberum regarding the share buyback programme announced by the Company on 23 January 2026.
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.
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company at 7:00 a.m. on 21 May 2026.
Enquiries:
TruFin plc
James van den Bergh, Chief Executive Officer
Kam Bansil, Investor Relations
0203 743 1340
0777 922 9508
Panmure Liberum (Nominated Adviser and Corporate broker)
Chris Clarke
Edward Thomas
0203 100 2000
About TruFin plc:TruFin plc is the holding company of an operating group comprising two growth-focused technology businesses operating in niche markets: early payment provision and invoice finance. 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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