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(Sharecast News) - TruFin said on Friday that it planned to return 80m to shareholders following the completion of the sale of Playstack.
The AIM-traded financial technology company said the disposal was completed on 10 June and that, following discussions with certain shareholders, the board had decided to return the proceeds through a combination of a tender offer and a special dividend.
TruFin intends to invite shareholders to tender shares at a fixed price of 140p each, returning up to about 56.8m.
Shareholders remaining on the register after the tender offer would then receive a compulsory pro rata special dividend of at least 23.2m.
The company said the special dividend would be increased if the tender offer was not taken up in full, ensuring that the aggregate amount returned to shareholders totalled 80m.
The tender offer is expected to include an excess application facility, allowing shareholders to tender shares beyond their basic entitlement.
Watrium AS has indicated that it does not intend to participate in the tender offer.
TruFin said that, assuming full take-up by other investors, Watrium's holding could rise to a maximum of 45.0%.
That increase would trigger a mandatory-offer obligation under Rule 9 of the Takeover Code unless the Takeover Panel granted a waiver.
As Watrium has a representative on TruFin's board, the waiver will require approval from independent shareholders at a general meeting.
Gresham House Asset Management has indicated that it will tender enough of its current holding to ensure that its resulting stake remains below 30.0%.
Without that reduction, its maximum holding following a fully subscribed tender offer would be 34.7%.
TruFin said it intended to enter into a relationship agreement with Gresham, which would include the right to appoint a director in certain circumstances while its holding remained above 15%.
The tender offer remains conditional on shareholder approval. A circular containing further details of the tender offer, special dividend and required resolutions is expected to be published in July.
In light of the proposed capital return, TruFin said it had terminated its agreement with Panmure Liberum relating to the share buyback programme announced in January.
At 1224 BST, shares in TruFin were up 3.01% at 137p.
Reporting by Josh White for Sharecast.com.
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