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.

21 May 2026

TruFin plc

("TruFin" or the "Company")

Proposed disposal of Playstack Limited and Notice of General Meeting

TruFin is pleased to announce that it has conditionally agreed to sell its 84.5 per cent. interest in Playstack Limited, held via its wholly owned subsidiary, TruFin Holdings, to VantageCo Limited (the "Purchaser"), which will result in net cash proceeds receivable of approximately £112.4 million (the "Disposal"). The Purchaser is an indirect wholly owned subsidiary of Integrated Media Company LLC (Cayman), which is a part of the Integrated Media Company group.

Highlights

·   The Disposal represents an enterprise value for Playstack of £125 million on a debt free, cash free, normalised working capital basis. TruFin Holdings will receive net cash proceeds of approximately £112.4 million (net of transactions fees, but excluding a £1.5 million holdback relating to potential tax liabilities payable by Playstack which have not yet been finally determined). The net proceeds receivable by TruFin Holdings of approximately £112.4 million includes the repayment by Playstack of a £15.6 million loan to TruFin Holdings.

·    The Disposal constitutes a fundamental change of business pursuant to AIM Rule 15 and is therefore conditional upon shareholder approval.

The Board considers the Disposal and the Resolution to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

·     The Company has received irrevocable undertakings to vote in favour of the Resolution from Watrium AS, GPIM Limited and UBS Nominees who hold, in aggregate, 30,883,026 Ordinary Shares, representing approximately 32.78 per cent. of the Issued Ordinary Share Capital. The Company has also received a letter of intent to vote in favour of the Resolution from Lombard Odier Asset Management (Europe) Limited, who hold, in aggregate, 10,841,184 Ordinary Shares, representing approximately 11.51 per cent. of the Issued Ordinary Share Capital.

·      Following Completion of the Disposal, the Company intends to return £70 million to Shareholders. The Board has had discussions with its major Shareholders regarding returning capital by way of a Tender Offer and it has proposed a fixed price of 140p. The Board will continue to discuss the terms and structure of a capital return that will get the necessary Shareholder support to be approved at a Shareholder meeting to be convened in due course.

·     Watrium AS, a 25.61 per cent. Shareholder of the Company, has indicated that it does not intend to participate in a Tender Offer. Assuming full take up of a Tender Offer from other Shareholders (including under an excess application facility), Watrium AS' shareholding would increase to 54.6 per cent. which would require a waiver from the obligations under Rule 9 of the Takeover Code that would otherwise arise on Watrium AS, subject to the approval of independent shareholders.  A further announcement will be made in relation to this as appropriate.

·     Post Completion of the Disposal, the Company will continue to retain an approximate 85 per cent. interest in Oxygen and an approximate 80 per cent. interest in Satago following the implementation of a proposed management incentive plan.

·     Post Completion of the Disposal and the capital return, the Company intends to replicate the success it has achieved to date by acquiring and scaling platform businesses, both organically and through disciplined bolt-on acquisitions.

James van den Bergh, CEO of TruFin, commented:

"We believe the disposal of Playstack represents a milestone for TruFin and a clear demonstration of our disciplined approach to capital allocation and value creation. We've thoroughly enjoyed working with the Playstack team over the last few years and look forward to them achieving future success.

"IMC is a superb platform for the next stage in Playstack's journey and we wish the team at IMC well for the future."

Posting of Circular and Notice of General Meeting

Full details of the proposed Disposal are set out in the Circular which is expected to be published and available on the Company's website shortly (www.trufin.com). Extracts of the Circular are set out below.

In view of the size of Playstack relative to the Company, the Disposal will result in a fundamental change of business of the Company for the purpose of Rule 15 of the AIM Rules and is therefore conditional upon the approval of Shareholders. That approval will be sought at a general meeting of the Company to be held at 10.00 a.m. on 8 June 2026 at the offices of Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW.

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.

About TruFin plc:

TruFin plc is the holding company of an operating group comprising three growth-focused technology businesses operating in niche markets: early payment provision, invoice 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.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1)   All references to times in the timetable above are to London, UK time.

(2)   These dates are given on the basis of the Board's current expectations and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service and will be available on the Company's website at www.trufin.com.

(3)   All events in the above timetable scheduled to take place after the General Meeting are conditional on the approval by Shareholders of the Resolution as proposed.

PART 1 - PROPOSED DISPOSAL OF PLAYSTACK

1.            INTRODUCTION

The Company has today announced the conditional disposal of Playstack Limited ("Playstack") to VantageCo Limited (the "Purchaser") for an enterprise value of £125 million on a debt-free, cash-free, normalised working capital basis. Subject to Completion, the Company's wholly-owned subsidiary, TruFin Holdings, which holds 84.5 per cent of Playstack will receive cash proceeds of approximately £112.4 million (net of transaction fees, but excluding a £1.5 million holdback relating to potential tax liabilities). The net proceeds receivable by TruFin Holdings of approximately £112.4 million includes the repayment by Playstack of a £15.6 million loan to TruFin Holdings. Further details relating to the Disposal can be found in section 2 below and Part II of this announcement.

The Board believes that the Disposal provides the Company with the opportunity to crystallise an attractive return on invested capital in line with the Company's strategy of value realisation, allowing the Company to: (i) return capital to Shareholders; (ii) provide additional financial flexibility to support the operation and growth of the continuing Group; and (iii) acquire scalable, cash generative platform businesses which it will grow both organically and through disciplined bolt-on acquisitions.

In view of the size of the Disposal relative to the Company, the Disposal is deemed to result in a fundamental change of the business of the Company for the purpose of Rule 15 of the AIM Rules and it is therefore conditional upon the approval of Shareholders. However, as the Disposal will not result in the Company divesting of all, or substantially all, of its existing trading business, activities or assets, the Company will not be deemed to become an AIM Rule 15 Cash Shell, following Completion of the Disposal.

The Board is accordingly convening the General Meeting, to be held at the offices of Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW at 10.00 a.m. on 8 June 2026, to seek Shareholder approval for the Disposal.

The purpose of the Circular is to: (i) provide information on the background to, reasons for, and consequences of, the Disposal; (ii) set out why the Directors unanimously consider the Disposal to be in the best interests of the Company and Shareholders as a whole; and (iii) convene the General Meeting to seek Shareholder approval for the Resolution to approve the Disposal. The Circular also sets out the steps Shareholders should take if they wish to vote on the Resolution at the General Meeting.

The Company has received irrevocable undertakings to vote in favour of the Resolution, in respect of, in aggregate 30,883,026 Ordinary Shares, representing approximately 32.78 per cent. of the Issued Ordinary Share Capital, together with a letter of intent to vote in favour of the Resolution in respect of, in aggregate 10,841,184 Ordinary Shares, representing approximately 11.51 per cent. of the Issued Ordinary Share Capital.

2.            BACKGROUND TO AND REASONS FOR THE DISPOSAL

Background to the Disposal

Playstack is a leading UK games publisher and has been a member of the Group since September 2019, when the Group converted into ordinary shares its existing convertible loans with Playstack in full satisfaction and discharge of the convertible loans. This gave the Group majority ownership of Playstack and the other companies within the Playstack group.

During 2025, more than 20 million units of Playstack games were installed, with more than 150 million hours of gameplay on Playstack games.

In the financial year ended 31 December 2025, Playstack contributed £55.3 million of revenue, £13.5 million of EBITDA and £12.2 million of profit to the Group. Playstack had net assets of £36.4 million as at 31 December 2025.

Reasons for the Disposal

The Company initiated a strategic review and an exploratory sale process for Playstack in 2025 with Aream, consistent with its disciplined approach to capital allocation and value realisation. Following active dialogue with a number of interested parties and a period of negotiation, TruFin Holdings has now agreed terms with the Purchaser in respect of the Disposal.

Summary terms of the Disposal

The Purchaser has conditionally agreed to acquire Playstack, pursuant to the Share Purchase Agreement and the Minority SPA. The Disposal will be effected through the sale of all the shares in Playstack including all of the Ordinary Shares owned by TruFin Holdings in Playstack, representing 84.5 per cent of the share capital in Playstack. The proceeds receivable by TruFin Holdings comprises cash consideration of approximately £112.4 million (net of transaction fees, but excluding a £1.5 million holdback to cover potential tax liabilities payable by Playstack, the quantum of which has not yet been determined) which includes the repayment of a £15.6 million loan provided by TruFin Holdings to Playstack.

The Disposal is conditional on the approval of the Resolution by Shareholders at the General Meeting. The date on which Completion of the Disposal will occur is currently expected to be 10 June 2026.

Should Shareholders not approve the Resolution, the Share Purchase Agreement will not complete and TruFin Holdings will be liable to pay a break fee of approximately £5.2 million to the Purchaser.

Further information on the Disposal is set out in Part II (Principal Terms of the Disposal) of this announcement.

Information on Purchaser

The Purchaser is a limited liability company newly incorporated in England and Wales and a wholly-owned subsidiary of Integrated Media Company LLC (Cayman), part of the Integrated Media Company group ("IMC"). IMC is an investment platform focused on building category-leading businesses across consumer technology, digital media, and related sectors. IMC partners with exceptional management teams to support sustainable long-term value creation.

3.            USE OF PROCEEDS, IMPACT ON THE TRUFIN LTIP AND STRATEGY FOR THE CONTINUING GROUP

Capital return

Following Completion of the Disposal, the Company intends to return £70 million to Shareholders. The Board has had discussions with its major Shareholders regarding returning capital by way of a Tender Offer and it has proposed a fixed price of 140p. The Board will continue to discuss the terms and structure of a capital return that will get the necessary Shareholder support to be approved at a Shareholder meeting to be convened in due course.

Assuming full take up of a Tender Offer from other Shareholders (including under an excess application facility), Watrium's shareholding would increase to maximum of 54.6 per cent. This would be treated as an acquisition of interests under Rule 9 of the Takeover Code. A Tender Offer will therefore be conditional on the Panel granting a waiver of the obligation under Rule 9 that would otherwise arise on Watrium and, as Watrium 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 resolution will be put to Shareholders at the same time as approval is sought for a Tender Offer.

Assuming full take up of a Tender Offer from other Shareholders (including under an excess application facility) excluding Watrium, Gresham House Asset Management's shareholding would increase to a maximum of 42.0 per cent. The Panel has agreed to grant a dispensation to Rule 9 under Rule 37.1 (c) subject to the Shareholder continuing to meet criteria under Rule 37.1 until the completion of a Tender Offer. This statement has been made without the consent of Gresham House Asset Management.

Assuming full take up of a Tender Offer, the remaining Issued Ordinary Share Capital would be 44,200,107 Ordinary Shares (assuming no Ordinary Shares are purchased under the Company's share buyback programme) with outstanding options over 8,668,880 Ordinary Shares granted to holders under the LTIP (the "Options"), resulting in a fully diluted share capital of 52,868,987 Ordinary Shares (assuming no Options are exercised or lapse prior to the date of a Tender Offer).

TruFin LTIP

If implemented, a Tender Offer will represent a 'return of value' for the purposes of the Options. Consequently, holders of Options granted over, in aggregate, 8,402,214 Ordinary Shares (the "Plan Shares") and who are employees of the Group on the date of a Tender Offer (the "Award Holders"), will become entitled to receive a cash award under the terms of the LTIP equal to the gross amount that the Award Holders would have received had they participated in a Tender Offer and sold the aggregate number of Plan Shares subject to their Options which have not, as at the date of a Tender Offer, been exercised being, in aggregate, a maximum potential return of value award of £6.2 million. Awards will be paid at the time of the Company's next annual bonus cycle or as determined by the Board, subject to any deductions required to be made by law and otherwise in accordance with the rules of the LTIP.

Any employees of Playstack who hold Options under the LTIP will, in accordance with the rules of the LTIP, be treated as leavers as a consequence of the Disposal. As leavers, any unvested options that they hold at Completion of the Disposal shall lapse in their entirety for no payment and any vested options shall remain valid and be exercisable for a short period of time following Completion of the Disposal and otherwise in accordance with the rules of the LTIP.

Strategy for the Group following Completion of the Disposal

Following the return of capital of £70 million (assuming it takes the form of a Tender Offer and there is full take up) and payment of awards pursuant to the LTIP of £6.2 million to the Company's executives, the Group is expected to hold £35 million of unrestricted cash. The Company will retain an approximate 85 per cent interest in Oxygen and an approximate 80 per cent interest in Satago following the implementation of a proposed management incentive plan. The continuing Group is expected to be loss-making for the full year 2026, with a target of achieving full-year profitability in 2027.

Following Completion of the Disposal and a Tender Offer, the Group intends to replicate the success it has achieved to date by acquiring and scaling platform businesses, which it intends to grow both organically and through disciplined bolt-on acquisitions. It is expected that cash generated by these platforms will be redeployed into further bolt-on acquisitions and to acquire additional platforms, compounding returns over time. The Group expects to invest in one new platform per year, alongside executing at least one bolt-on acquisition within each existing platform. The Board expects to deploy all proceeds from the Disposal (less an appropriate cash buffer) within twelve months following a Tender Offer.

The Group's target acquisition(s) will be platforms which have:

(a)          cash-generative characteristics, often constrained by their existing ownership structure;

(b)          long-dated recurring or highly visible revenue streams, providing durability, predictability and resilience;

(c)          clear scope to unlock value through disciplined capital allocation;

(d)          the ability to scale both organically and through acquisition;

(e)          a clear pathway to EBITDA margins in excess of 40 per cent; and

(f)           the capacity to reinvest self-generated cash flows into organic initiatives and bolt-on acquisitions at internal rates of return in excess of 20 per cent.

The Group will target platforms that operate in markets that are fragmented, resilient to technological disruption including AI, and which are characterised by the absence of dominant incumbents.

Following a Tender Offer, the Group intends to accelerate its evaluation of potential platform acquisitions. One potential acquisition has been identified but there is no guarantee that this target will pass due diligence or whether a price for the acquisition can be agreed.

Having completed two bolt-on acquisitions to date (Porge and BidStats), Oxygen is in the early stages of evaluating a further potential bolt-on opportunity. No terms have been agreed, and due diligence has not yet been undertaken. If the acquisition is pursued, it is expected to be earnings enhancing from its first full year of ownership.

4.            GENERAL MEETING

General

In accordance with Rule 15 of the AIM Rules, the Disposal is deemed to be a disposal that will result in a fundamental change of business of the Company and is accordingly subject to the approval of Shareholders. However, as the Disposal will not result in the Company divesting of all, or substantially all, of its existing trading business, activities or assets, the Company will not be deemed to become an AIM Rule 15 Cash Shell following Completion of the Disposal.

Implementation of the Disposal requires the approval of Shareholders at a general meeting of the Company. Accordingly, a notice is set out at the end of the Circular convening the General Meeting to be held at the offices of Travers Smith LLP, 3 Stonecutter Street, London, EC4A 4AW at 10.00 a.m. on 8 June 2026.

Description of the Resolution

The Resolution is an ordinary resolution, the passing of which requires more than 50 per cent of the votes cast (whether in person or by proxy) to be in favour.

The Resolution seeks approval to dispose of Playstack by way of entry into, and completion of the transactions described in, the Share Purchase Agreement, which will constitute a fundamental change of business of the Company under AIM Rule 15.

5.            ACTION TO BE TAKEN

Action Shareholders should take in relation to the General Meeting

Shareholders will find enclosed with the Circular a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the General Meeting you are requested to complete and return the Form of Proxy as soon as possible and, in any event, so as to be received by Equiniti (Jersey) Limited, c/o Equiniti Limited at  Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA.

Alternatively, you can appoint a proxy online at  www.shareview.co.uk by following the instructions provided on the Form of Proxy, or if you hold Ordinary Shares in CREST, by using the CREST electronic proxy appointment service.

The completion and return of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person should they wish to do so.

Proxy appointments must be received by the Registrar by no later than 10.00 a.m. on 4 June 2026.

6.            VOTING UNDERTAKINGS

Irrevocable undertakings to vote in favour of the Resolution have been received by the Company in respect of, in aggregate 30,883,026 Ordinary Shares, representing approximately 32.78 per cent. of the Issued Ordinary Share Capital as follows:

Pursuant to the term of the irrevocable undertaking, GPIM Limited is permitted to sell Ordinary Shares which they consider to be in the best interests of their investment clients and accordingly the number of Ordinary Shares subject to the undertaking may reduce.

The Company has received a non-binding letter of intent to vote in favour of the Resolution from Lombard Odier Asset Management (Europe) Limited, who hold, in aggregate, 10,841,184 Ordinary Shares, representing approximately 11.51 per cent. of the Issued Ordinary Share Capital.

7.            RECOMMENDATION

The Board considers the Disposal and the Resolution to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

PART 2 - PRINCIPAL TERMS OF THE DISPOSAL

1.            PARTICULARS OF THE TRANSACTION

On 21 May 2026, the Company, TruFin Holdings, the Management Sellers and the Purchaser entered into the Share Purchase Agreement in relation to the Disposal. The Purchaser will also enter into a Minority SPA with the shareholders of Playstack in respect of the Playstack shares not owned by TruFin Holdings or the Management Sellers. The Purchaser has conditionally agreed to acquire Playstack from TruFin Holdings and the other sellers.

Completion of the Share Purchase Agreement is conditional on the approval of Shareholders at the General Meeting of the Resolution.

Subject to the approval of the Resolution, Completion of the Disposal is expected to take place on 10 June 2026. The Disposal is not subject to any other conditions.

2.            PURCHASE PRICE

The Purchaser has agreed to acquire Playstack for an enterprise value of £125 million on a debt-free, cash-free, normalised working capital basis. TruFin Holdings will receive net cash proceeds of approximately £112.4 million (net of transaction fees, but excluding a £1.5 million holdback relating to potential tax liabilities payable by Playstack, the quantum of which has not yet been determined). The net proceeds receivable by TruFin Holdings of approximately £112.4 million includes the repayment by Playstack of a £15.6 million loan to TruFin Holdings. The Share Purchase Agreement provides for a 'locked box' mechanism whereby the consideration is calculated by reference to the financial position of Playstack as at 31 December 2025 and is subject to certain customary leakage provisions intended to limit Playstack's ability to transfer value to the sellers prior to Completion. To the extent that there is any leakage to, or for the benefit of, any member of the Group, the cash consideration would be reduced by the amount of any value that is transferred to or for the benefit of any member of the Group.

3.            OTHER KEY TERMS

The ordinary shares in Playstack shall be transferred free of all encumbrances.

The Company has agreed to ensure that between signing of the Share Purchase Agreement and Completion, Playstack will conduct its business in the ordinary course and comply with certain other customary conduct of business covenants, subject to customary carve-outs. The Company and TruFin Holdings have further agreed not to solicit, encourage or otherwise endorse or negotiate any competing transactions to acquire Playstack or any of its subsidiaries in this period.

The Share Purchase Agreement provides for the exercise of certain drag-along rights by the Company pursuant to which certain minority shareholders holding in aggregate, 1.44 per cent of Playstack, will be required to sell their holdings in connection with the Disposal. The detailed terms of sale will be governed by the Minority SPA, to be entered into between the Purchaser and such minority shareholders.

The long stop date for Completion is 17 June 2026. If the Disposal has not completed by that date, the Share Purchase Agreement will terminate. If the Resolution is not approved, TruFin Holdings will be liable to pay the Purchaser a break payment of approximately £5.2 million within five Business Days following written demand from the Purchaser.

The Share Purchase Agreement provides that the Group shall be subject to a non-solicit covenant such that, for a period of 24 months after Completion of the Disposal, the Company will not (and will procure that other members of the continuing Group will not), inter alia, hire individuals employed in an executive or managerial position by Playstack subject to certain customary carve-outs.

The Share Purchase Agreement contains customary warranties given by the Company and TruFin Holdings relating to their power and authority to enter into and perform their obligations under the Share Purchase Agreement and TruFin Holdings' legal and beneficial ownership of its shares in Playstack. Neither the Company nor TruFin Holdings have given any warranties in relation to the business of Playstack.

Subject to Completion, the Company and TruFin Holdings have agreed to indemnify the Purchaser and each member of its group (including Playstack) for any loss suffered arising from the allocation of the purchase price and any claims from shareholders (other than the Management Shareholders) in relation to their shareholder rights. The indemnity is subject to a financial cap of approximately £1.8 million.

The Share Purchase Agreement contains provisions that oblige TruFin Holdings to ensure that certain group wide tax allowances and group relief surrenders that have been assumed to be allocated to Playstack for the purposes of the FY24 and FY25 tax computations are allocated or surrendered to Playstack. TruFin Holdings has agreed to indemnify the Purchaser to the extent that a tax liability arises to the Group as a result of TruFin Holdings breaching this obligation, subject to various limitations.

The Share Purchase Agreement is governed by English law.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise: