28 July 2023
TruFin plc
("TruFin" or the "Company")
Grant of share awards under Long Term Incentive Plan
As referred to in TruFin's announcement on 22 June 2023, the Company announces that it has now adopted a new Long Term Incentive plan (the "LTIP"). The LTIP has been implemented to appropriately incentivise key individuals over the long term, driving retention and performance.
The Company's intention is to operate the LTIP as a four-year programme of awards, with awards vesting in four tranches from 31 December 2023 and each anniversary of that date until 31 December 2026.
Therefore, on 27 July 2023, the Company awarded the first three tranches of awards under the LTIP. These are in the form of options over a total of 3,116,667 Ordinary Shares (the "Options") to the Chief Executive Officer and other senior employees.
The Options will vest in three tranches from 31 December 2023 and the anniversaries of that date up to and including 31 December 2025. Save for the first tranche of Options that vest on 31 December 2023, vesting of the Options granted to James van den Bergh (CEO) and James Hussey (CFO) are subject to performance criteria set by the Remuneration Committee of the Company based on a share price performance metric. In addition to this metric, Options granted to subsidiary company CEOs are subject to subsidiary company financial performance metrics. The Options expire 10 years post grant date.
The Company's intention is to grant the fourth tranche of options in early 2024, following the announcement of the Company's results for the 2023 financial year, subject to the same performance metrics as the second and third tranches of the Options but with a vesting date of 31 December 2026 (the "Tranche 4 Options").
Details of the grants of Options and the proposed grant of Tranche 4 Options to PDMRs are set out below:
| Name | Position | Options granted | Tranche 4 Options (not yet granted) | ||
| Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | ||
| James van den Bergh | Chief Executive Officer | 300,000 | 300,000 | 300,000 | 300,000 |
| James Hussey | Chief Financial Officer | 225,000 | 225,000 | 225,000 | 225,000 |
These awards are intended to align the incentives of the CEO, 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 total four-year programme of awards comprising the Options and the Tranche 4 Options are intended to be up to 4,200,000 Ordinary Shares, representing 4.0 per cent. of the Company's current issued share capital. Following the grant of the four tranches, there will be total options outstanding over a total of 10,634,675 Ordinary Shares in the Company, representing 10.0 per cent. of the Company's current issued share capital.
The following notifications are intended to satisfy the Company's obligations under Article 19 of the UK Market Abuse Regulation.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | James van den Bergh James Hussey | |
| 2. | Reason for the Notification | ||
| a) | Position/status | Chief Executive Officer 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 | 900,000 | ||
| Nil | 675,000 | ||
| d) | Aggregated information: Aggregated volume Price | Single transaction as in 4c) above 1,575,000 Nil | |
| e) | Date of the transaction | 27 July 2023 | |
| f) | Place of the transaction | Outside a trading venue | |
Enquiries:
| TruFin plc |
|
| Liberum Capital Limited (Nominated Adviser and Corporate broker) Cara Murphy | 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.
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