TruFin PLC DF Capital Loan Amendment (2106W)
14 August 2020 - 8:55PM
UK Regulatory
TIDMTRU TIDMTRU
RNS Number : 2106W
TruFin PLC
14 August 2020
14 August 2020
TruFin plc
("TruFin" or the "Company")
DF Capital Loan Amendment
TruFin announces that it has agreed with Distribution Finance
Capital Ltd ("DFC") to reschedule a final loan repayment by DFC to
TruFin that falls due on 1 December 2020, pursuant to an unsecured
loan agreed between the Company and DFC dated 29 May 2018 (and
subsequently amended on 11 April 2019), when DFC was a subsidiary
of TruFin (the "Loan").
The terms of the Loan were i) an interest rate of 5% per annum;
(ii) GBP5,000,000 repayable by 1 December 2019; (iii) GBP5,000,000
repayable by 1 June 2020; and (iv) GBP8,868,219.18 repayable by 1
December 2020, in each case, together with any accrued but unpaid
interest. In accordance with the agreement, and following its
demerger from TruFin, DFC repaid the first two instalments of the
Loan on 1 December 2019 and 1 June 2020.
The rescheduling of the third and final repayment of the Loan
permits DFC, should the outstanding balance of the Loan not be
repaid in full on 1 January 2021, to make phased payments from 1
January 2021 over nine equal interest-bearing instalments, such
that the Loan will be repaid in full by September 2021. In
consideration for extending the term of the Loan, the following
amendments have also been agreed:
-- an increase in the interest rate to 10% per annum up to and including 31 December 2020;
-- an increase in the interest rate to 12% per annum from 1 January 2021;
-- a transaction fee of GBP180,000 payable to TruFin on final repayment of the Loan;
-- the outstanding balance of the Loan plus accrued interest may
be repaid by DFC on 1 January 2021. After 1 January 2021, DFC may
repay the loan early with the written agreement of both parties;
and
-- the Loan may be sold, assigned or pledged by TruFin without
the consent of DFC (so long as it would not materially affect the
likelihood of DFC's bank licence being granted or the continuation
of the bank licence).
On 7 August 2020, DFC announced that following the completion of
certain re-organisation steps by mid-September, it expects to
receive notification of the PRA's decision regarding its banking
licence application by the end of September 2020. The re-scheduling
of the Loan into 2021 allows DFC greater flexibility in this
context.
As both TruFin and DFC have a shareholder in common owning over
30% in both companies, DFC is deemed under the AIM Rules to be a
related party of TruFin, and the amendment to the Loan is deemed to
be a related party transaction under AIM Rule 13. The Independent
Directors of the Company (being Steve Baldwin, Penny Judd and Paul
Dentskevich) consider, having consulted with its nominated adviser,
that the terms of the transaction are fair and reasonable insofar
as its shareholders are concerned.
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. 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.
For further information, please contact:
TruFin plc
James van den Bergh, Chief Executive Officer 0203 743 1340
Liberum Capital Limited (Nominated Adviser and
Corporate broker)
Chris Clarke
Edward Thomas
Louis Davies 0203 100 2000
About TruFin plc:
TruFin plc is the holding company for an operating group of
companies that are niche lenders and early payment providers.
TruFin Group combines the benefits of both the traditional
relationship banking model and developments in the fintech sector.
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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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