Non-Binding Offer for Vertus
21 August 2023
("TruFin" or the "Company")
NON-BINDING OFFER FOR VERTUS
TruFin announces that it has received a non-binding, indicative cash offer from a private equity offeror for the shares it holds in Vertus Capital Ltd ("Vertus"), a subsidiary operating company of TruFin in which the Company holds a 53.8 per cent equity holding, (the "Offer"). The consideration payable to shareholders of Vertus would value Vertus at up to £5.9 million, with TruFin expected to receive cash proceeds of £3.2 million, due to its majority controlling stake in the company resulting in its holding being valued at the top end of the valuation range.
After due consideration, the Board of TruFin, have conditionally accepted the Offer. The Offer remains subject to further due diligence, and there can be no certainty of completion. A further announcement will be made in due course.
The Company announces that Watrium AS ("Watrium"), a 22.8% shareholder in the Company, is a minority LP investor in the private equity fund which proposes to acquire Vertus, and that Watrium intends to co-invest directly in Vertus as part of the transaction. As such, it is expected that the Offer, upon execution, will constitute a related party transaction for the purpose of AIM Rule 13 and accordingly, the Company's Independent Directors would need to consider that the terms of the Offer are fair and reasonable insofar as the Company's shareholders are concerned. Anders Wilhelmsen, a non-executive director of TruFin and shareholder representative of Watrium, was not involved in the TruFin's board's consideration of the Offer and will not be involved in any fair and reasonable considerations.
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.
Liberum Capital Limited (Nominated Adviser and Corporate broker)
0203 100 2000
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.