THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITES FOR SALE OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
TruFin is announcing, subject to shareholder approval, the demerger of Distribution Finance Capital Limited ("DFC") from TruFin to a new holding company, Distribution Finance Capital Holdings plc ("DFC Holdings") to be admitted to trading on AIM. TruFin believes that this will maximise the opportunity for DFC to obtain a bank licence.
TruFin has also negotiated the sale of its entire stake in Zopa Group Limited ("Zopa") to Arrowgrass Master Fund Ltd ("Arrowgrass") for GBP44.5 million, subject to TruFin shareholder approval, and is investing GBP25 million of the proceeds of the sale into DFC to fund its Tier 1 equity.
Subject to the Demerger being completed, the Board is proposing to return a minimum GBP10 million to shareholders during 2019, with GBP5 million being returned by 30 June 2019 and the remaining GBP5 million by 31 December 2019. The Board is currently considering the most appropriate arrangement to facilitate this.
In addition, Arrowgrass and the TruFin Employee Benefit Trust ("TruFin EBT") have conditionally placed 20.66% of DFC Holdings (the "Sale Shares") to institutional investors (the "Vendor Placing") at the Placing Price of 90 pence per Sale Share, reflecting 1.2x Equity Book Value of DFC. This will result in Arrowgrass holding less than 50% of DFC Holdings at the time of admission of DFC Holdings to trading on AIM.
An accelerated bookbuild to allow further investors to participate at the Placing Price will be launched following this announcement and will be open for a short period. Macquarie is acting as Sole Bookrunner in connection with the Vendor Placing, including the accelerated bookbuild. The result of the Vendor Placing will be announced as soon as possible after close of the accelerated bookbuild. The timings for the close of the bookbuild process are at the absolute discretion of Macquarie. The terms and conditions of the Vendor Placing are set out in Part B of this announcement.
"This has been a truly momentous period for TruFin. Having completed the TruFin IPO in February 2018, we have seen, in the full year 2018 results announced today, our businesses deliver in terms of customer penetration and combined revenues with this momentum continuing into 2019.
However, in December 2018 we announced a delay to DFC obtaining a bank licence. After due consideration and in order to provide DFC with the best possible opportunity to obtaining a bank licence we have decided to propose the demerger of DFC into a separate AIM listed company.
We are immensely proud that we founded DFC, nurtured it, financed it and backed the highly experienced management team to create a robust and valuable niche lender. We have every confidence in the team as it looks to complete the bank licence process and continue its exciting growth trajectory.
The sale of the Zopa stake held by TruFin is an acceleration of the commitment made at the time of the TruFin IPO to recycle capital, where possible, within the Group to fund the growth ambitions of DFC and the other lending businesses. Following this disposal, an early return of value to TruFin shareholders during 2019 is appropriate as evidence of our ability to deliver for our shareholders.
Following the proposed transactions announced today, we will ensure that the reorganised TruFin Group will be scaled appropriately.
Whilst we did not anticipate the need to demerge DFC so soon after the TruFin IPO, we have acted swiftly and decisively with a focus on shareholder value. The remaining TruFin Group has the core objectives of reaching profitability and maximising the value of shareholders' assets.
Scalable niche lenders are highly sought after due to their rarity and attractive return profiles. Our experience to date with DFC and Zopa highlights our ability to originate and fund these exceptional opportunities. We wish them both every success for the future!
Meanwhile, our remaining businesses continue to demonstrate attractive growth profiles and are showing encouraging signs of becoming powerful origination engines. We look forward to supporting them in 2019 and beyond.
Finally, I would like to express my thanks to shareholders for your ongoing support.
TruFin is the holding company of an operating group comprising three growth-focused FinTech and banking businesses operating in three niche finance markets supply chain finance, invoice finance and dynamic discounting. In addition, TruFin owns a minority stake in Zopa, a leading UK consumer peer-to-peer lender, which operates independently of the TruFin Group.
TruFin has today announced the publication of its financial results for the year ended 31 December 2018 together with a trading update, which are available on its website www.trufin.com.
Since the IPO of TruFin in February 2018, TruFin's main business in the supply chain finance sector, DFC, has continued to successfully grow its balance sheet. To date, DFC's balance sheet growth has been funded by both debt and equity from TruFin and third party wholesale funding.
The award of a bank licence to DFC would diversify DFC's funding sources and also enable DFC to replace the funding provided by TruFin in the medium term. Customer deposits, obtained under a banking licence, would be an attractively priced and dependable source of funding for DFC. In June 2018, DFC therefore submitted a banking licence application to the PRA.
- DFC should be capitalised with an incremental GBP25 million to provide sufficient capital to support the next 12 months of expected balance sheet growth following licence award as set out in DFC's regulatory business plan.
- the sale of its stake in Zopa to Arrowgrass for a total cash consideration of GBP44.5 million, equal to the carrying book value of Zopa in TruFin's accounts as at 31 December 2018.
On Admission (and prior to any sell down by Arrowgrass and the TruFin EBT) the TruFin Shareholders will hold 91.3% of DFC Holdings.
The sale of TruFin's stake in Zopa, when aggregated with the Demerger constitutes a fundamental change of business for the purpose of Rule 15 of the AIM Rules. Accordingly, the TruFin Board is seeking TruFin Shareholder approval to sell its stake in Zopa and demerge DFC from the TruFin Group for the purposes of Rule 15 of the AIM Rules at a General Meeting of TruFin Shareholders to be held on 7 May 2019.
It is proposed that DFC will be demerged to a new company called Distribution Finance Capital Holdings plc. DFC Holdings is seeking admission of its entire issued and to be issued ordinary share capital to trading on AIM on 9 May 2019. The Demerger is conditional, inter alia, upon the approval of TruFin Shareholders at the General Meeting and completion of the Zopa Transaction.
If the Demerger proceeds, the TruFin Shareholders who are registered on the TruFin Share Register at the Demerger Record Time will receive one DFC Holdings Ordinary Share for every one TruFin Ordinary Share then held by them.
The Demerger is expected to become effective on 8 May 2019.
Following the Demerger, TruFin will remain the ultimate holding company of the Continuing TruFin Group and will continue to be traded on AIM.
Concurrently with these proposals, Arrowgrass has informed the TruFin Board that it has arranged the disposal of sufficient new shares in DFC Holdings such that after completion of the Demerger, it will own less than 50% of the votes in the equity share capital of DFC Holdings. The TruFin EBT has also agreed to sell its resultant holding of shares in DFC Holdings arising pursuant to the Demerger. Accordingly, TruFin also announces that Arrowgrass and the TruFin EBT have agreed to sell 22,031,874 Sale Shares (representing 20.66% of the DFC Holdings issued share capital on DFC Holdings Admission) at the Placing Price of GBP0.90 per DFC Holdings Share. Pursuant to the Sale Agreement, the Sale Shares are being offered to institutional and other investors by way of an accelerated bookbuild which will be launched immediately following this announcement subject to the terms and conditions set out in Part B of this announcement. The Arrowgrass Sale and TruFin EBT Sale will occur at the time of, and conditional upon, DFC Holdings Admission.
Certain Directors of TruFin and DFC have indicated an intention to acquire shares in the bookbuild.
On DFC Holdings Admission, DFC Holdings is expected to have a market capitalisation of GBP96 million, based on the Placing Price. Following the Demerger and DFC Holdings Admission, Arrowgrass will continue to hold 73.62% of TruFin but its shareholding in DFC Holdings will have reduced to 48.99% (assuming no other changes to its TruFin shareholding prior to the Demerger Effective Time).
Later today DFC Holdings expects to publish the DFC Holdings Admission Document in connection with DFC Holdings Admission and TruFin expects to publish the circular containing the Notice of General Meetings.
At the time of TruFin's IPO, the TruFin Board had a key strategic objective of obtaining a banking licence for DFC. The rationale then, as now, was that a banking licence offers the most appropriate funding model for DFC's business. Flexibility and depth of the deposits market enables DFC to optimise its business model and be able to continue satisfying its customers' needs independently of wholesale funding markets.
When the PRA informed the TruFin Board of its decision in December 2018 that there was likely to be a delay to the announced timetable for the approval of DFC's banking licence and following the announcement of this to the market, the TruFin Board commenced a review of the best way forward for TruFin Shareholders. As part of that review, consideration was given to all practical means to obtain a banking licence including, inter alia, the possibility of applying prudential consolidation to the wider TruFin Group and whether to withdraw the current application and re-apply at a late date. These were ultimately dismissed as impractical, costly and time-consuming.
The TruFin Board has concluded that the best interests of TruFin Shareholders would be served by prioritising the attainment of a banking licence in as timely a manner as possible.
With this conclusion and given the timetable of the existing licence application made to the PRA, first submitted in June 2018 and subject to a 12 month evaluation and decision making period, the TruFin Management Team has worked with the Board of DFC to pursue the Demerger and listing of DFC Holdings on AIM.
Following the Zopa Transaction and Demerger, TruFin will be the holding company of an operating group comprising two growth-focused FinTech businesses operating in invoice finance and dynamic discounting: Oxygen and Satago.
The strategic goal, as at the TruFin IPO, remains that of operating and creating a stable of niche lenders and payment providers whether through organic growth or acquisition.
The Directors believe that each of Oxygen and Satago operates in attractive niche markets. TruFin's flexible product offerings, focus on customer service and the effective use of technology, allows it to address the challenges of scalability and customer acquisition costs.
The Directors continue to believe that the growth of Oxygen and Satago will largely be organic rather than through mergers and acquisitions. However, the Directors will also continue to monitor acquisition opportunities that arise in the normal course of business.
Oxygen will continue to build new client and supplier relationships which, given the operational gearing in the business, are expected to lead in turn to profitability and enhanced performance.
The Directors believe that Oxygen's product offering is well developed, robust and scalable. Oxygen's objective is to sign up more customers, sell more product to existing customers and benefit from inherent operational gearing in the business. In order to attract more customers, Oxygen has invested in improving its sales and onboarding teams through 2018.
It is also a focus of Oxygen's management to ensure that its customers fully benefit from the implementation of its services and to that end it continues to develop techniques to on-board more suppliers in a more efficient and timely manner.
In the medium term, Oxygen aims to continue its expansion in the UK public sector including with smaller councils and through further expansion into the NHS and Central Government. Simultaneously, Oxygen will pursue growth in the corporate sector, initially targeting large corporates with similar characteristics to the public sector.
Additionally, Oxygen plans to expand its product offering to its customer base. To that end it acquired Porge during 2018 and this has now been integrated into Oxygen. The strategy is to roll out this research insight service to existing customers of both companies.
The TruFin Board has every confidence in Oxygen's value and performance. However, TruFin will consider over time whether Oxygen would be more highly valued by an alternative owner. Once Oxygen has further demonstrated the achievement of key performance targets, the TruFin Board may therefore consider initiating a sale process.
At the time of TruFin Admission, the Company stated that Satago was a nascent business with great potential. During 2018, that potential has begun to be realised.
In the core invoice financing business, customer acquisition is the key to success. The business' strategy was, and remains, to adopt a partnership model as a means of gaining the necessary traction and brand awareness. During 2018 the number of interested partners has grown materially and the business is starting to see the direct benefits in terms of business volumes. The Satago management is optimistic that these partnerships will develop further during 2019 and form the basis for future growth.
As the business has grown, the demand for a broader range of financing products has become increasingly apparent. The launch of such products will be explored in 2019, initially focusing on other short-term working capital facilities. Such new products will round out Satago's overall customer offering.
Satago's technology has been a key factor in attracting potential partners and customers. To that end it is a core objective to continue to invest in the platform.
With an increasing market presence and Satago's technological strength, various fee-paying services are now being considered in addition to the core lending business as another source of revenue.
In addition to the core business, Satago also offers some niche speciality lending in two verticals that exhibit attractive funding opportunities: mobile games publishing and the funding of financial intermediaries. It is a strategic goal to continue to develop these existing verticals, and where appropriate, add additional niches.
Satago will continue to target its origination of high yielding short-dated working capital assets, while managing risk via a superior understanding of the credit risk of prospective counterparties provided by its advanced technology and integrated customer business model.
There are no expected immediate changes to the board or senior management of TruFin, DFC or DFC Holdings following the Demerger.
However, the TruFin Board will be conducting a full review of Head Office costs following the Demerger to ensure they are scaled appropriately for the Continuing TruFin Group.
Having made due and careful enquiry, the Directors are of the opinion that, taking into account the net proceeds of the Zopa Transaction, the Company and the Continuing TruFin Group will have sufficient working capital available for their present requirements, that is, for at least the 12 months following the Demerger Effective Date.
For the financial year ended 31 December 2018, the TruFin Group had gross turnover of GBP9.5 million and an underlying operating loss, excluding share based payment charge, of GBP12.8 million. As at 31 December 2018, the TruFin Group had total net assets of GBP153.2 million.
For the financial year ended 31 December 2018, DFC had gross turnover of GBP5.2 million and an underlying operating loss of GBP7.0 million. As at 31 December 2018, DFC had total net assets of GBP54.6 million.
At 31 December 2018, DFC had outstanding loans to TruFin (the "TruFin Loans") amounting to GBP10 million and preference shares (together with accrued but unpaid dividends) amounting to approximately GBP4 million. Since the year end, these preference shares have been repaid and advanced as further TruFin Loans. These, together with a further GBP5 million advanced since the year end by TruFin, means that the total outstanding amount of TruFin Loans at the date of this announcement, is approximately GBP19 million. The TruFin Loans shall accrue interest at a rate of 5% per annum, and (i) GBP5,000,000 is repayable by 1 December 2019; (ii) GBP5,000,000 is repayable by 1 June 2020; and (iii) 8,868,219 is repayable by 1 December 2020, in each case, together with any accrued, but unpaid interest thereon.
Following completion of the Zopa Transaction but prior to the Demerger, TruFin Holdings will subscribe for GBP25 million of new DFC Shares pursuant to the Subscription and Share Exchange Agreement.
Completion of the Zopa Transaction shall result in the investment held by the TruFin Group being reduced by GBP44.5 million with a corresponding increase in cash.
TruFin will also return a minimum of GBP10 million to TruFin Shareholders during 2019, of which a return of at least GBP5 million shall be effected by 30 June 2019 and the remainder by 31 December 2019. The TruFin Board is currently considering the most appropriate arrangement to facilitate this.
The Demerger is to be effected by TruFin returning to TruFin Shareholders capital in an amount equal to the market value of TruFin's shareholding in DFC as at the Demerger Effective Time. The return of capital to TruFin Shareholders will be satisfied by the transfer by TruFin to DFC Holdings of its DFC Shares and the allotment and issue by DFC Holdings of 97,368,420 DFC Holdings Demerger Shares credited as fully paid to the holders of TruFin Ordinary Shares who are registered on the TruFin Share Register at the Demerger Record Time.
- the return of capital by TruFin to TruFin Shareholders of an amount equal to the market value of TruFin's shareholding in DFC as at the Demerger Effective Time. The return of capital to TruFin Shareholders will be satisfied by the transfer by TruFin to DFC Holdings of 21,861,433 DFC Shares and the allotment and issue of 97,368,420 DFC Holdings Demerger Shares credited as fully paid by DFC Holdings to TruFin Shareholders who are registered on the TruFin Share Register at the Demerger Record Time on the basis of one DFC Holdings Ordinary Share for every one TruFin Ordinary Share then held.
DFC Holdings' share capital comprises one ordinary share and 50,000 redeemable preference shares and, therefore, the TruFin Board intends to allot and issue Redeemable Shares in TruFin prior to the Demerger becoming effective in order to ensure that the share capital of DFC Holdings mirrors as nearly as may be the share capital of TruFin as at the Demerger Record Time.
DFC Holdings will be an unquoted public limited company pending its admission to trading on AIM which is expected to take place at 8.00 a.m. on the Business Day following the Demerger.
- no other events or developments occurring or existing that, in the judgment of the TruFin Board, in its sole and absolute discretion, would make it inadvisable to effect the Demerger.
Save for the approval of TruFin Shareholders, no other approvals are outstanding for the implementation of the Demerger.
Neither TruFin nor DFC Holdings will have a shareholding in the other following the Demerger.
Henry Kenner and James van den Bergh will be the only directors common to both TruFin and DFC Holdings after the Demerger.
It is proposed that an application will be made for the DFC Holdings Ordinary Shares to be admitted to trading on AIM on or around 9 May 2019.
The relationship agreement between Arrowgrass, Macquarie and TruFin will continue despite the Demerger as a result of Arrowgrass continuing to hold 73.62% of TruFin's issued share capital following the Demerger (assuming no other changes to its TruFin shareholding prior to the Demerger Effective Time).
Each of Arrowgrass and Watrium has also entered into a relationship agreement with DFC Holdings as a result of their expected shareholdings in DFC Holdings on DFC Holdings Admission, further details of which will be set out in the DFC Holdings Admission Document.
Conditional upon and with effect on DFC Holdings Admission, the DFC Management Shareholders, TruFin EBT and DFC EBT have agreed to transfer their DFC Management Shares in exchange for the issue of the 9,273,505 DFC Holdings Ordinary Shares in DFC Holdings issued share capital on DFC Holdings Admission.
The TruFin Board has today announced that it has agreed definitive terms to sell its stake in Zopa to Arrowgrass for a total cash consideration of GBP44.5 million.
It had been anticipated at the time of the IPO of TruFin that Zopa would look to carry out an IPO and at that future time the Directors would consider whether to sell TruFin's interest in Zopa, subject to a satisfactory valuation being achieved and the Directors determining how the proceeds should be allocated to maximise TruFin Shareholder value. The agreement with Arrowgrass, announced today, brings forward that decision.
At the time of TruFin's IPO, TruFin's c.15% stake in Zopa was valued at GBP36.5 million. Since that time, Zopa has undertaken a further capital raise which led to TruFin raising the value of its stake in Zopa to GBP44.5 million, as previously announced on 3 August 2018. As at 31 December 2018, Zopa's carrying value was GBP44.5 million.
The Zopa Transaction is conditional upon the passing of the Demerger Resolutions at the General Meeting and is expected to complete upon conclusion of the General Meeting on 7 May 2019.
- to return a minimum of GBP10 million to TruFin Shareholders during 2019, of which a return of at least GBP5 million shall be effected by 30 June 2019 and the remainder by 31 December 2019. The TruFin Board is currently considering the most appropriate arrangement to facilitate this.
In the event that Arrowgrass ceases to be an "Affiliate" of TruFin Holdings for the purposes of Zopa's articles of association (i.e. Arrowgrass ceases to hold directly or indirectly more than 50% of the voting rights in TruFin Holdings) such that it would be required under the articles to retransfer the shares to TruFin Holdings (and a waiver or amendment to such provisions is not obtained), Arrowgrass shall transfer the shares back to TruFin Holdings for nil consideration, whereupon the Re-Transfer Agreement entered into by TruFin Holdings and Arrowgrass on 17 April 2019 shall apply and Arrowgrass shall retain the benefit of economic rights to the shares in Zopa whilst TruFin Holdings holds the legal and beneficial ownership in such shares.
TruFin Shareholders should be aware that if the Demerger Resolutions are not approved at the General Meeting and the Zopa Transaction does not take place on or around 7 May 2019, the net proceeds of the Zopa Transaction will not be received by TruFin Holdings and the Demerger would not proceed.
If the Demerger Resolutions are not approved by the TruFin Shareholders the TruFin Board would be limited in its ability to implement the strategy of either the TruFin Group or the DFC Group. Further, the Company would be forced to seek further finance immediately, most likely through an equity fundraising with existing TruFin Shareholders. The TruFin Board believes that this fundraising route, even if it raises sufficient funds to meet the working capital requirements of the Company, could have an adverse impact on the TruFin Group's business, reputation, financial condition and/or operating results.
The Zopa Transaction constitutes a related party transaction under Rule 13 of the AIM Rules as a result of Arrowgrass ownership of 73.62% of the issued share capital of TruFin.
The Directors of TruFin, having consulted with Macquarie in its capacity as TruFin's nominated adviser for the purposes of the AIM Rules, consider the terms of the Zopa Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.
2019 has commenced well and revenues for the TruFin Group (including DFC) for the first quarter ended 31 March 2019 were GBP3.9 million (unaudited).
Oxygen continues to win customers and the sales pipeline for 2019 remains robust.
Satago anticipates strong demand in 2019 from the partnerships it has formed. However, capital remains a constraining factor in realising this demand. Following the Demerger, together with the steps described in this announcement such as the Zopa Transaction, this will be addressed.
During the first three months of the current financial year DFC has continued to see strong demand for its product offering. This has resulted in loans advanced increasing by in excess of 25% to GBP143 million (unaudited) and credit lines increasing by 26% to GBP253 million (unaudited) for the three months to end of March 2019. This has been coupled with strong growth in the number of manufacturers and dealers signed up.
For the remainder of 2019 the Directors expect to see continuation of this strong asset growth, even if a bank licence is not obtained during the year, given the existing funding in place and assuming that the current advanced discussions on mezzanine funding successfully conclude. The potential granting of a bank licence is not expected to require significant incremental investment during the year as the governance and operating processes required are already in place.
DFC signed an initial GBP40 million committed senior facility with Citibank in December 2017. The senior facility with Citibank first extended to GBP100 million in September 2018 and earlier today was further extended to GBP155 million (the "Citi SFA"). Under the Citi SFA, the provision of finance to DFC is indirect; Citibank advance funds to DFC Funding No. 1 Limited ("DFC Funding") (a special purpose vehicle which is not part of the Group and over which Citibank have taken security) to enable DFC Funding to purchase loan receivables from DFC. As part of the arrangement, DFC has provided DFC Funding with a GBP20 million mezzanine revolving loan facility and a GBP5 million junior facility to allow DFC Funding to acquire from DFC certain loans made by DFC to dealers.
Information on the financial performance of DFC for the financial year ended 31 December 2018 and business outlook is contained within the DFC Holdings Admission Document, enclosed with this document.
The Company has historically incentivised senior management by offering participation in the TruFin plc Performance Share Plan 2018 (the "PSP") and the TruFin plc Joint Share Ownership Plan 2018 (the "JSOP").
As at the date of this announcement, options in respect of 9,276,316 TruFin Ordinary Shares have been granted under the PSP, equivalent to approximately 9.53% of TruFin's issued share capital. There are three categories of options granted under the PSP which are set out below.
The PSP Market Value Awards have an exercise price of 190p per share and vest automatically in 20% tranches on the achievement of share price targets. The PSP Market Value Awards were a one off award made at the time of TruFin Admission and therefore further awards on the same terms have not and will not be granted in the future under the PSP. Following vesting, the PSP Market Value Awards are exercisable until the tenth anniversary of TruFin Admission. Further details in respect of the PSP Market Value Awards were set out in Part 4 of the TruFin Admission Document.
The PSP Performance Awards vest on the third anniversary of the date of TruFin Admission to the extent that performance targets relating to the business plans of Oxygen and DFC are met. It is intended that PSP Performance Awards (or similar) will be granted annually under the PSP. Following vesting, the PSP Performance Awards are exercisable until the tenth anniversary of the date of TruFin Admission. Further details in respect of the PSP Performance Awards were set out in Part 4 of the TruFin Admission Document.
The PSP Founder Awards vest automatically in tranches of 25% per year from the first anniversary of the date of TruFin Admission. The maximum number of TruFin Ordinary Shares that option holders are entitled to receive in connection with the PSP Founder Awards is limited. If the market value of a TruFin Ordinary Share exceeds 190p at the time of vesting, the number of TruFin Ordinary Shares subject to the vested part of the PSP Founder Award is reduced to ensure that the maximum aggregate value (at the time of vesting) of the TruFin Ordinary Shares in respect of which the PSP Founder Award has vested, is limited to 190p per TruFin Ordinary Share.
Following vesting, the PSP Founder Awards are exercisable until the tenth anniversary of TruFin Admission. Further details in respect of the PSP Founder Awards are set out in Part 4 of the TruFin Admission Document.
Under the JSOP, award holders jointly hold TruFin Ordinary Shares with the trustee of the TruFin plc Employee Benefit Trust (the "TruFin EBT Trustee").
The JSOP Founder Awards vest automatically in tranches of 25% per year from the first anniversary of TruFin Admission. Upon vesting, the award holders become entitled to the value of the relevant TruFin Ordinary Shares over and above 190p per TruFin Ordinary Share. Further details in respect of the JSOP Founder Awards were set out in Part 4 of the TruFin Admission Document.
The balance of TruFin Ordinary Shares (being 817,550 TruFin Ordinary Shares) that were also subject to the 25% of the JSOP Founder Awards that has vested have ceased to be subject to the JSOP and are legally and beneficially held by the TruFin EBT Trustee.
The JSOP Founder Awards and the PSP Founder Awards will together deliver, in aggregate, a maximum of 3,407,895 existing TruFin Ordinary Shares.
As a result of and in consequence of the Demerger, the Remuneration Committee have agreed with award holders that certain actions should be taken in relation to the existing share incentive arrangements. A summary of the relevant actions that it is intended are taken is set out below. The Remuneration Committee consider that the resulting outcome is fair for TruFin Shareholders and the relevant award holders in light of the Demerger and DFC Holdings Admission.
The actions that are intended to be taken are each in accordance with the terms on which the original awards were granted except that the protection from dilution in respect of the TruFin Founder Awards, and the ability for TruFin Market Value Awards holders to benefit from a return of value to TruFin Shareholders (in each case as referred to further below), have been approved of in addition by the Remuneration Committee, as set out in more detail below.
The impact of the Demerger and DFC Holdings Admission on the JSOP Founder Awards and the PSP Founder Awards (the "TruFin Founder Awards") is as follows.
As set out below in more detail, it has been agreed that the aggregate number of 3,373,472 DFC Holdings Shares to be received by the TruFin EBT Trustee in connection with the TruFin Founder Awards as a result of the Demerger shall cease to be subject to the terms of the JSOP and/or the PSP, and will instead be awarded to the TruFin Founders by the TruFin EBT Trustee (subject to the restrictions set out below).
In order to ensure that Arrowgrass' post-Demerger shareholding (when aggregated with the shareholding of the TruFin EBT Trustee) in DFC Holdings remains below 50%, it has been agreed that the TruFin EBT Trustee will award part of the DFC Holdings Shares it receives as a result of the Demerger (and which cease to be subject to the terms of the JSOP and/or the PSP) to the TruFin Founders. The number of DFC Holdings Shares to be transferred to each of the TruFin Founders will be proportionate to the number of TruFin Ordinary Shares subject to their original TruFin Founder Awards (the "Replacement Founder Awards").
(iii) 34% of the DFC Holdings Shares shall cease to be subject to a restriction on transfer and clawback on 21 February 2022, (each a "Relevant Date").
If the Replacement Founder Award holder ceases to be an employee or director within the TruFin Group before a Relevant Date due to death, ill-health, injury or disability, the restriction on transfer will cease to apply to the portion of the DFC Holdings Shares that are otherwise still subject to a restriction on transfer. If the Replacement Founder Award holder ceases to be an employee or director within the TruFin Group due to having resigned or given notice prior to 21 February 2021 or due to summary dismissal for gross misconduct prior to 21 February 2022, the DFC Holdings Shares subject to the Replacement Founder Award (that have not otherwise ceased to be subject to clawback) will be transferred by them to (or to any other person at the direction of) TruFin for nil consideration.
If the Replacement Founder Award holder ceases to be an employee or director (that have not otherwise ceased to be subject to clawback) within the TruFin Group for any other reason prior to a Relevant Date, the DFC Holdings Shares will cease to be subject to clawback but will remain subject to a restriction on transfer on the same basis as set out above.
In the event of a delisting, a takeover (including by way of a court sanctioned scheme of arrangement), or the voluntary winding up of DFC Holdings or TruFin, the Replacement Founder Award shall cease to be subject to a restriction on transfer and clawback.
The DFC Holdings Shares received by the TruFin EBT Trustee as a result of the Demerger that are not awarded to the TruFin Founders in connection with the Replacement Founder Awards shall be disposed of by the TruFin EBT Trustee and the proceeds will be paid to the TruFin Founders as a bonus, the whole amount of which will be used by the TruFin Founders for the purpose of funding the income tax and employee social security contributions that will arise in relation to the Replacement Founder Awards and such bonus payment.
The PSP Founder Awards and JSOP Founder Awards in respect of the TruFin Ordinary Shares shall continue on the same terms except that any reference to the TruFin Ordinary Share price in the related terms and conditions will be appropriately adjusted by reference to the respective share price of DFC Holdings and TruFin to reflect the Demerger.
In addition, in order to reflect the original intention at the time of TruFin Admission, the Remuneration Committee has agreed that the TruFin Founders and the TruFin EBT Trustee shall be protected from dilution in respect of the TruFin Founder Awards in the event of any equity fundraising by TruFin of up to GBP50 million that commences on or prior to 31 December 2021.
(ii) part of the award will be replaced with an award in respect of DFC Holdings Shares (the "DFC Market Value Awards").
The TruFin Market Value Awards will be on the same terms as the original PSP Market Value Awards except that the exercise price will be appropriately adjusted by reference to the respective share price of DFC Holdings and TruFin to reflect the Demerger.
In addition, the Remuneration Committee has agreed that the TruFin Market Value Award holders will be given the opportunity to benefit from any value returned to TruFin Shareholders (following the Demerger and DFC Holdings Admission and prior to the exercise of the TruFin Market Value Awards). Where applicable, TruFin Market Value Award holders will be entitled to receive a cash payment at the time of the subsequent TruFin annual bonus cycle. Any such cash payment would be made (where relevant) in addition to any adjustment made to the exercise price and the target thresholds in connection with the return of value.
The TruFin EBT Trustee will, conditional upon and immediately following the subscription by TruFin Holdings of 6,530,303 A ordinary shares in DFC, acquire 478,870 DFC Shares from TruFin for nil consideration. Such DFC Shares will, as part of the Share Exchange, be exchanged by the TruFin EBT Trustee for such number of DFC Holdings Shares as have an equivalent aggregate value (as at the time of the Share Exchange) as the DFC Shares exchanged.
The DFC Market Value Awards will comprise a restricted share award pursuant to which the award holder will hold DFC Holdings Shares in proportion to the number of TruFin Ordinary Shares subject to their original PSP Market Value Awards.
If the DFC Market Value Award holder ceases to be an employee or director within the TruFin Group before a Relevant Date due to death, ill-health, injury or disability, the restriction on transfer will cease to apply to the portion of the DFC Holdings Shares that are otherwise still subject to a restriction on transfer.
If the DFC Market Value Award holder ceases to be an employee or director within the TruFin Group due to having resigned or given notice prior to 21 February 2021 or due to summary dismissal for gross misconduct prior to 21 February 2022, the DFC Holdings Shares subject to the DFC Market Value Award (that have not otherwise ceased to be subject to clawback) will be transferred by them to (or to any other person at the direction of) TruFin for nil consideration.
If the DFC Market Value Award holder ceases to be an employee or director within the TruFin Group for any other reason prior to a Relevant Date, the DFC Holdings Shares (that have not otherwise ceased to be subject to clawback) will cease to be subject to clawback but will remain subject to a restriction on transfer on the same basis as set out above.
In the event of a delisting, a takeover (including by way of a court sanctioned scheme of arrangement), or the voluntary winding up of DFC Holdings or TruFin, the DFC Market Value Awards shall cease to be subject to a restriction on transfer and clawback.
The DFC Holdings Shares received by the TruFin EBT Trustee in connection with Share Exchange that are not awarded to the TruFin Management Team by the TruFin EBT Trustee in connection with the DFC Market Value Awards shall be disposed of by the TruFin EBT Trustee and the proceeds will be paid to the TruFin Founders as a bonus, the whole amount of which will be used by the TruFin Management Team for the purpose of funding the income tax and employee social security contributions that will arise in relation to the DFC Market Value Awards and such bonus payment.
As a result of the Demerger, the part of the performance condition relating to the business plan of DFC will be deemed to be achieved in full in accordance with the terms of the original award. To reflect this, it has been agreed that a cash payment will be made to the award holders calculated by reference to 50% of the TruFin Ordinary Shares subject to the PSP Performance Awards and a price per share of 190p. Any such cash payment will be made at the time of the TruFin annual bonus cycle in February 2020.
The PSP Performance Awards will continue on in their terms except that the performance condition will relate solely to the business plan of Oxygen.
The maximum number of TruFin Ordinary Shares in respect of which awards may be granted to the TruFin Management Team under the PSP prior to 21 February 2021 will be calculated by reference to a share price of 190p (being the TruFin Admission price) as appropriately adjusted by reference to the respective share price of DFC Holdings and TruFin to reflect the Demerger.
The General Meeting of the Company will be held at the offices of Travers Smith LLP at 10 Snow Hill, London, EC1A 2AL on 7 May 2019 at 10.00 a.m. at which the following Resolutions will be proposed.
(vi) Amendment to memorandum and articles of association of TruFin amend the memorandum and articles of association of TruFin to reflect Resolutions 2(ii), (iii) and (iv).
(3) Resolution 3, which will be proposed as an ordinary resolution, is to authorise the Directors to allot relevant securities up to GBP29,535,088 in nominal value (representing approximately one third of the share capital of the Company following the TruFin Reduction of Capital) provided that such authority shall (subject to limited exceptions), expire fifteen months from the passing of the Resolution or, if earlier, the conclusion of the next annual general meeting of TruFin.
(4) Resolution 4, which will be proposed as a special resolution, is to dis-apply TruFin Shareholders' pre-emption rights in relation to the allotment of equity securities for cash on a non pre-emptive basis up to an aggregate nominal amount of GBP8,860,526 (representing 10% of the Company's issued share capital following the TruFin Reduction of Capital) provided that such authority shall (subject to limited exceptions), expire fifteen months from the passing of the Resolution or, if earlier, the conclusion of the next annual general meeting of TruFin.
Resolutions 3 and 4 are being sought by the Company to replace its existing similar authorities obtained at its annual general meeting on 19 June 2018 following the proposed conversion to par value shares pursuant to Resolution 2(ii). There is currently no intention to issue TruFin Ordinary Shares pursuant to these Resolutions.
The Demerger is not conditional upon the passing of Resolutions 3 and 4.
TruFin Shareholders should read the Notice of General Meeting that will be contained in the circular to be posted to shareholders later today for the full text of the Resolutions and for further details about the General Meeting.
Whilst Arrowgrass is supportive of the Demerger and Zopa Transaction, given its involvement in the Demerger and Zopa Transaction, it will abstain from voting on Resolution 1.
The Company has received an irrevocable undertaking to vote in favour of Resolution 2 from Arrowgrass holding, in total, 71,684,544 TruFin Ordinary Shares, representing, in aggregate, 73.62% of the Company's issued ordinary share capital.
If the Demerger Resolutions are not approved by TruFin Shareholders and the Zopa Transaction does not complete, the TruFin Board will be limited in its ability to implement the strategy of either the TruFin Group or the DFC Group and there will be working capital risks for the TruFin Group and the DFC Group. This could have an adverse impact on the TruFin Group's and DFC Group's respective businesses, reputation, financial condition and/or operating results. Please refer to the risk factors in Part II for further details.
The Directors consider that the Resolutions are in the best interests of the Company and would promote the success of the TruFin Group for the benefit of TruFin Shareholders as a whole. Accordingly, the Directors unanimously recommend that TruFin Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
No action has been taken by the Company, Macquarie or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Sale Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Sale Shares in any jurisdiction where action for that purpose is required.
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES FOR SALE OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES DISCUSSED HEREIN IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. No public offering of securities is being made in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Sale Shares and the Sale Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Sale Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa.
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Macquarie or by any of its affiliates or agents as to, or in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, the Company or any other person in connection with the Company, the Zopa Transaction, the Demerger, the Vendor Placing or DFC Holdings Admission or for any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Nothing in this announcement should be read as a promise or representation in this respect, whether or not to the past or the future. Macquarie and its affiliates and agents disclaim to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement or any such statement.
This announcement may contain and the Company may make verbal statements containing "forward--looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward--looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward--looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward--looking statements. Any forward--looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward--looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). The person responsible for arranging release of this information on behalf of the Company is Henry Kenner, Executive Chairman. In addition, market soundings (as defined in MAR) were taken in respect of the Zopa Transaction, the Demerger and the Vendor Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Vendor Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Macquarie has only procured investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Sale Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Sale Shares and determining appropriate distribution channels.
(1) The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by TruFin and DFC Holdings in consultation with Macquarie, in which event details of the new times and dates will be notified to the London Stock Exchange, and where appropriate, TruFin Shareholders.
(2) All references in this announcement to times are to British Summer Time unless otherwise stated.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE VOR PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FSMA, AS AMED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT MEASURE IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA) ("MEMBER STATE") THAT HAS IMPLEMENTED THE DIRECTIVE (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THESE TERMS AND CONDITIONS (THE "ANNOUNCEMENT") MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
Each Placee should consult with its own advisers as to legal, tax, business and related aspects in relation to any acquisition of Sale Shares.
These terms and conditions ("Terms and Conditions") apply to persons making an offer to acquire Sale Shares under the Vendor Placing. Each person to whom these conditions apply, as described above, who confirms his agreement to Macquarie (whether orally or in writing) to acquire Sale Shares under the Vendor Placing (each a "Placee" and together, "Placees") hereby agrees with Macquarie, Arrowgrass Master Fund Ltd ("Arrowgrass"), TruFin plc ("TruFin"), the TruFin plc Employee Benefit Trust (the "TruFin EBT") and Distribution Finance Capital Holdings Plc ("DFC Holdings" and together with Macquarie, Arrowgrass, TruFin and TruFin EBT, the "Beneficiaries") to be bound by the contract note issued by Macquarie to such Placee and these Terms and Conditions, being the terms and conditions upon which Sale Shares will be sold under the Vendor Placing. A Placee shall, without limitation, become so bound if Macquarie confirms to such Placee its allocation of Sale Shares under the Vendor Placing.
Upon being notified of its allocation of Sale Shares in the Vendor Placing, a Placee shall be contractually committed to acquire the number of Sale Shares allocated to them at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment. Dealing may not begin before any notification is made.
The Placing Price is 90 pence per Sale Share and the Vendor Placing comprises the sale by Arrowgrass of 19,443,907 Sale Shares and the sale by the TruFin EBT of 2,587,967 Sale Shares. All Sale Shares sold pursuant to the Vendor Placing will be sold, payable in full, at the Placing Price.
The Vendor Placing is subject to satisfaction of the conditions set out in the Sale Agreement, including DFC Holdings Admission occurring and becoming effective by no later than 8.00 am on 9 May 2019 or such later time and/or date as DFC Holdings and Macquarie may agree, being not later than 8.00 am on 16 May 2019, and neither the Sale Agreement nor the DFC Introduction Agreement having been terminated in accordance with their respective terms.
Application will be made to the London Stock Exchange for the DFC Holdings Ordinary Shares to be admitted to trading on AIM. It is expected that DFC Holdings Admission will take place and dealings in the DFC Holdings Ordinary Shares will commence on AIM at 8.00 am (London time) on 9 May 2019.
The Sale Shares will rank pari passu in all respects with the existing DFC Holdings Ordinary Shares and will rank in full for all dividends and other distributions after DFC Holdings Admission declared, made or paid on the ordinary share capital of DFC Holdings. Further details of the rights attached to the Sale Shares are set out in paragraph 3 of Part 4 of the pathfinder version of the DFC Holdings Admission Document ("Pathfinder Admission Document").
There will be no public offering of securities in the United States. The Sale Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Sale Shares may not be offered or sold, directly or indirectly, in, into or within the United States or to or for the account or benefit of any persons within the United States absent registration or an exemption from registration under the US Securities Act.
Certain restrictions that apply to the distribution of the Pathfinder Admission Document, this announcement and the Sale Shares being sold under the Vendor Placing in jurisdictions outside the United Kingdom are described in paragraph (c) below headed "Selling and transfer restrictions".
The distribution of the Pathfinder Admission Document, this announcement and the offer of Sale Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement and the Pathfinder Admission Document comes should inform themselves about and observe any restrictions, including those set out in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No action has been, or will be, taken in any jurisdiction that would permit a public offering of the Sale Shares, or possession or distribution of the Pathfinder Admission Document or this announcement or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Sale Shares may not be offered or sold, directly or indirectly, and neither this announcement, nor the Pathfinder Admission Document nor any other offering material or advertisement in connection with the Sale Shares may be distributed or published, in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction.
Neither this announcement nor the Pathfinder Admission Document constitutes an offer or invitation to acquire, underwrite or dispose of, or any solicitation of any offer or invitation to acquire, underwrite or dispose of, any DFC Holdings Ordinary Shares or other securities of DFC Holdings to any person in any jurisdiction to whom it is unlawful to make such offer, invitation or solicitation in such jurisdiction. Persons who seek to participate in the Vendor Placing must inform themselves about and observe any such restrictions and must be persons who are able to lawfully receive this announcement and the Pathfinder Admission Document in their jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor the Pathfinder Admission Document constitutes an offer or invitation (or a solicitation of any offer or invitation) to acquire, underwrite or dispose of or otherwise deal in any DFC Holdings Ordinary Shares or other securities of DFC Holdings in the United States, Australia, Canada, the Republic of South Africa or Japan, or in any other jurisdiction in which any such offer, invitation or solicitation is or would be unlawful.
The Sale Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Sale Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
Members of the public are not eligible to take part in the Vendor Placing.
Further details of the restrictions that apply to the distribution of this announcement, the Pathfinder Admission Document and the Sale Shares being sold under the Vendor Placing in jurisdictions outside the United Kingdom are set out in the "Important Information" section of the Pathfinder Admission Document.
Each Placee will be deemed to have read these Terms and Conditions in their entirety.
Conditional on: (i) DFC Holdings Admission occurring and becoming effective by 8.00 am (London time) on 9 May 2019 (or such later time and/or date as DFC Holdings and Macquarie may agree, being not later than 8.00 a.m. on 16 May 2019); (ii) the Sale Agreement and the DFC Introduction Agreement being otherwise unconditional in all respects and neither having been terminated in accordance with its respective terms on or before DFC Holdings Admission; and (iii) the confirmation mentioned under paragraph (a) above, a Placee agrees to become a member of DFC Holdings and agrees to acquire Sale Shares at the Placing Price. The number of Sale Shares acquired by such Placee under the Vendor Placing shall be in accordance with the arrangements described above.
Participation in the Vendor Placing will only be available to persons who may lawfully be, and are, invited to participate by Macquarie. Macquarie and its affiliates may participate in the Vendor Placing as principal.
An offer to acquire Sale Shares, which has been communicated by a prospective Placee to Macquarie which has not been withdrawn or revoked prior to publication of this announcement, will not be capable of withdrawal or revocation immediately following the publication of this announcement without the consent of Macquarie.
Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Macquarie, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Sale Shares allocated to such Placee. Macquarie will procure the transfer of the Sale Shares to each Placee following each Placee's payment to Macquarie of such amount.
Irrespective of the time at which a Placee's allocation pursuant to the Vendor Placing is confirmed, settlement for all Sale Shares to be acquired pursuant to the Vendor Placing will be required to be made at all times and on the basis explained below.
To the fullest extent permissible by law, none of the Beneficiaries, nor any of their respective affiliates, directors or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) under these Terms and Conditions. In particular, none of the Beneficiaries nor any of their respective affiliates, shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of Macquarie's conduct of the Vendor Placing.
Macquarie is acting as agent for Arrowgrass and TruFin EBT and no one else in connection with the Vendor Placing and will not regard any person (whether or not a recipient of these Terms and Conditions) as a client in relation to the Vendor Placing and to the fullest extent permitted by law and applicable Financial Conduct Authority rules, neither Macquarie nor any of its affiliates will have any liability to Placees or to any person other than Arrowgrass and TruFin EBT in respect of the Vendor Placing.
Macquarie has solicited indications of interest from prospective Placees to acquire DFC Holdings Ordinary Shares in the Vendor Placing. On this basis, prospective Placees have been asked to specify the number of DFC Holdings Ordinary Shares that they are prepared to acquire at different prices. Multiple applications under the Vendor Placing are permitted.
A number of factors have been considered in deciding the Placing Price and the bases of allocation, including prevailing market conditions, the level and the nature of the demand for DFC Holdings Ordinary Shares, the objective of encouraging long--term ownership of the DFC Holdings Ordinary Shares.
The Placing Price has been established at a level determined in accordance with these arrangements, taking into account indications of interest received from persons (including market--makers and fund managers) connected with Macquarie. Accordingly, the Placing Price may be lower than the highest price at which all of the DFC Holdings Ordinary Shares, in respect of which indications of interest have been received or which are available for subscription or sale in the Vendor Placing, could have been accepted.
Placees will be advised verbally or by electronic mail of their allocation as soon as practicable following allocation.
Each Placee undertakes to pay the Placing Price for the Sale Shares acquired by such Placee in such manner as shall be directed by Macquarie. In the event of any failure by a Placee to pay as so directed by Macquarie, the relevant Placee shall be deemed hereby to have appointed Macquarie or its nominee to sell (in one or more transactions) any or all of the Sale Shares allocated to it and in respect of which payment has not been made as so directed by Macquarie and retain from the proceeds, for Macquarie's account and benefit (as agent for Arrowgrass and TruFin EBT), an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable and indemnify on demand Macquarie against any shortfall below the aggregate amount owed by it and shall be liable for stamp duty and/or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) (if any) arising in respect of any such sale or sales. By agreeing to acquire Sale Shares, each Placee confers on Macquarie all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Macquarie lawfully takes in pursuance of such sale.
The DFC Holdings Ordinary Shares will be in registered form and can be held in certificated or uncertificated form. Title to certificated DFC Holdings Ordinary Shares (if any) will be evidenced in the register of members of DFC Holdings and title to uncertificated DFC Holdings Ordinary Shares will be evidenced by entry into the operator register maintained by Equiniti Limited (the "Registrar") (which will form part of the register of members of DFC Holdings).
It is intended that allocations of Sale Shares to Placees who wish to hold Sale Shares in uncertificated form will take place through CREST on DFC Holdings Admission. It is intended that, where applicable, definitive share certificates in respect of the Sale Shares will be posted by first class post as soon as is practicable following 16 May 2019 and will be sent at the relevant Placee's risk in each case. Dealings in advance of the crediting of the relevant CREST stock account shall be at the risk of the person concerned. Prior to the despatch of definitive share certificates in respect of any Sale Shares which are not settled in CREST, transfers of those Sale Shares will be certified against the register of members of DFC Holdings. No temporary documents of title will be issued.
(liv) the Placee acknowledges that the Beneficiaries, and their respective affiliates and agents will rely upon the truth and accuracy of such representations, undertakings and warranties and it agrees that if any of the representations, undertakings or warranties made or deemed to have been made by its application for Sale Shares are no longer accurate, it shall promptly notify the Beneficiaries.
The Beneficiaries will rely upon the truth and accuracy of each of the foregoing representations, warranties and undertakings.
If any of the Beneficiaries or the Registrar or any of their respective agents request any information about a Placee's agreement to acquire Sale Shares, such Placee must promptly disclose it to them and ensure that such information is complete and accurate in all respects.
The rights and remedies of the Beneficiaries and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them, and the exercise or partial exercise of one will not prevent the exercise of others.
2. if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
(ii) All documents will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified to Macquarie.
(iii) Each Placee agrees to be bound by the articles of association of DFC (as amended from time to time) once the Sale Shares which such Placee has agreed to acquire have been acquired by such Placee.
(iv) The provisions of these Terms and Conditions may be waived, varied or modified as regards specific Placees or on a general basis by Macquarie.
(v) The contract to acquire Sale Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Beneficiaries and the Registrar, each Placee irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against a Placee in any other jurisdiction.
(vi) In the case of a joint agreement to acquire Sale Shares, references to a "Placee" in these terms and conditions are to each of such Placees and such joint Placees' liability is joint and several.
(vii) the Beneficiaries each expressly reserve the right to modify the Vendor Placing (including, without limitation, its timetable and settlement) at any time before allocations of Sale Shares under the Placing are determined.
(viii) the Vendor Placing is subject to the satisfaction of the conditions contained in the Sale Agreement and the DFC Introduction Agreement and neither agreement having been terminated in accordance with its terms on or prior to DFC Holdings Admission. Further details of the terms of the Sale Agreement and the DFC Introduction Agreement are contained in paragraphs 11 and 14, respectively, of Part 4 of the Pathfinder Admission Document.


text:
Green Hills of Tyrol (A Scottish Soldier) sheet music
Traditional Trad. Green Hills of Tyrol (A Scottish Soldier) Alto Saxophone version
Alto Saxophone Traditional Alto Saxophone Traditional Alto Saxophone Free Sheet Music Green Hills of Tyrol (A Scottish Soldier)
Film Film & TV Alto Saxophone Film & TV Alto Saxophone Free Sheet Music Green Hills of Tyrol (A Scottish Soldier)
World Europe Scotland Green Hills of Tyrol (A Scottish Soldier)
Green Hills of Tyrol (A Scottish Soldier) sheet music for Alto Saxophone
Tempo: Andante BPM
About 'Green Hills of Tyrol (A Scottish Soldier)'
This tune was transcribed by John MacLeod during the Crimean War from "La Tua Danza Sì Leggiera", a chorus part in the third act of Gioachino Rossini's 1829 opera Guglielmo Tell (William Tell)
It became famous in the 1960s when Andy Stewart added words to create "A Scottish Soldier" - a song about a dying Scottish soldier, wishing to return to the hills of his homeland rather than die in Tyrol.
Score Key: Db major (Sounding Pitch) Bb major (Alto Saxophone in Eb) ( View more Db major Music for Saxophone )
Range: Ab4-Db6
Tempo Marking: Andante
Instrument: Alto Saxophone ( View more Easy Alto Saxophone Music)
Style: Traditional ( View more Traditional Alto Saxophone Music)
film ( View more film Alto Saxophone Music)
Mingulay Boat Song by Trad.
Hard Times (Come again no more) by Trad.
The Mountains of Mourne by Trad.
Little Boxes by Trad.
Here we go round the Mulberry Bush by Trad.
O Holy Night by Trad.
Traditional Music Items to buy
Greensleeves By English Folk Song. For easy guitar (TAB). Folk; Traditional. Easy Guitar with TAB. 2 pages. Published by Hal Leonard - Digital Sheet Music (HX.189547).
Folk Songs for Solo Singers - Vol. 1, Medium High (Book/CD) (11 Folk Songs Arranged for Solo Voice and Piano... For Recitals, Concerts and Contests). Edited by Jay Althouse. For medium high voice solo and piano accompaniment (High voice (Medium-High)). Vocal Collection. For Solo Singers. Folk and Play Along. Difficulty: medium. Songbook and accompaniment CD. Vocal melody, lyrics and piano accompaniment. 63 pages. Published by Alfred Music (AP.16632).
Folk Songs for Solo Singers - Vol. 1, Medium Low (Book) (11 Folk Songs Arranged for Solo Voice and Piano... For Recitals, Concerts and Contests). Edited by Jay Althouse. For medium low voice solo and piano accompaniment (Low voice (Medium-Low)). Vocal Collection. For Solo Singers. Folk. Difficulty: medium. Songbook. Vocal melody, lyrics and piano accompaniment. 63 pages. Published by Alfred Music (AP.4953).
12 Selected Folksong Arrangements (with a CD of performances and accompaniments Medium/Low Voice, Book/CD Pack). Composed by Benjamin Britten (1913-1976). Edited by Richard Walters. For Piano, Vocal, Medium/Low Voice. Boosey & Hawkes Voice. Play Along. Softcover with CD. 40 pages. Boosey & Hawkes #M051934065. Published by Boosey & Hawkes (HL.48019747).
Folk Songs for Solo Singers, Volume 1 (Medium Low Voice). Edited by Jay Althouse. For Voice (Low voice (Medium-Low)). Vocal Collection. For Solo Singers. Play along. Book & CD. 64 pages. Published by Alfred Music (AP.16634).
Complete Folksong Arrangements (61 Songs for High Voice). Composed by Benjamin Britten (1913-1976). Edited by Richard Walters. For Vocal. Boosey & Hawkes Voice. Collection. 264 pages. Boosey & Hawkes #M051933747. Published by Boosey & Hawkes (HL.48018781).

redpajama_set_name: RedPajamaCommonCrawl


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John Calipari will continue federal workers who "don't deserve to be the brunt of this" shutdown
Maci Morris chosen for WBCA's So You Want To Be A Coach program
Maci Morris (Vicky Graff Photo)
LEXINGTON, Ky. – University of Kentucky senior guard Maci Morris has been selected for the Women's Basketball Coaches Association's prestigious So You Want To Be A Coach program. Morris along with several other WBCA sponsored student-athletes will participate in a three-day workshop with speakers provided by WeCOACH on April 3-5 in conjunction with the WBCA Convention in Tampa Bay, Fla.
The objectives of the program are to increase the understanding and application of skills necessary to secure coaching positions in women's basketball, increase the understanding and awareness of competencies necessary for success in coaching, introduce female basketball players to coaches and administrators, and raise awareness of the existing talent pool of female basketball players who have a passion and interest in coaching the game of women's basketball.
"So You Want To Be A Coach is the longest-running education program the WBCA offers, and it remains as popular with member coaches and student-athletes today as it was when it began 16 years ago," said WBCA Executive Director Danielle Donehew. "The program is the entry point for women's basketball players who want to coach. Because of their participation in it, more than 400 former college women's basketball players are currently working as coaches or in some role in our sport. Our partnership with WeCoach enables us to make this program even better."
Morris was one of 36 NCAA Division I players selected for the program and just one of three from the Southeastern Conference. The native of Bell County, Kentucky, is majoring in kinesiology with coaching aspirations. Maci's father, Lewis, is currently the boy's head coach at Middlesboro High School.
Morris is having a great senior season averaging a team-high 17.0 points per game while hitting a team-best 49 3-pointers. The guard has scored in double figures in 16 games, including six games of 20 or more. Morris' best game came at Tennessee where she played 31 minutes before fouling out and scored 27 points with four 3s, three rebounds and three steals. The guard scored 25 first-half points against Morehead State which is the most in the first half by any UK player since at least 1982-83 (prior halftime statistics are incomplete before that).
Morris ranks high in the league in several categories this season, including sixth in the league in field-goal attempts, sixth in field-goals made, fourth in points, sixth in points per game, third in 3s made, third in 3s made per game and second in 3PFG percentage.
In her four-year career, she has 1,545 career points to rank ninth all-time, while her 226 career 3-pointers made ranks second all-time. Morris has a career 3-point field-goal percentage of 41.1 percent which is first in program history and her career free-throw percentage of 85.5 percent is second in program history.
Cats79 on How will the Cats do in 2019? Writer sees another 9-win season
Former Troy quarterback Sawyer Smith officially enrolled at Kentucky now
Point guard Dashien Nix name to remember in recruiting
Fans loved J.D. Shelburne in Jared Lorenzen jersey — and so did Shelburne (Photos by Amy Shelburne, Amy May)
How will the Cats do in 2019? Writer sees another 9-win season


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May 18, 2021 @ 08:07:57 EDT
2021 MISSA Mallory Qualifier
HostBay/St. Ignatius (OH)
TypeDistrict Champ Qualifier Regatta
BoatE420
It was a slow start to day 1 of the MISSA Mallory Qualifier. 20 teams from across the Midwest came to Cleveland to compete for the chance to make it to the high school nationals. Winds were light and variable. The course was set in the western basin of the Cleveland Harbor. The winds did pick up a bit in the afternoon but were very shifty. The Race Committee's goal was to get at least 3 races in for each division not knowing what the wind conditions would be on day two of the regatta. They were successful and racing concluded in the late afternoon in that the wind conditions continued to be challenging at best to get off more races. Teams drew for boats for this event which made rotations at the dock a bit quicker and helped comply with Covid regulations. Cleveland Harbor also serves as a waterway for freighters to travel back and forth to the coal bulk terminal. The competitors had a chance to see the American Courage travel out the Cuyahoga River and across the basin both days of the regatta.
Day two started out with a bleak forecast for no wind. The race committee postponed the start of racing. Fortunately, the wind picked up and settled in at 7 - 11 knots out of the Northeast which allowed for some much better conditions for day two. It was not without some huge shifts as it tried to settle but by early afternoon the competitors were able to get in some good racing. 18 races completed the regatta in what was a challenging 2 days on the water for the race committee and the teams due to wind conditions. Temperatures in the upper 60s with plenty of sunshine on the north coast allowed competitors the option to switch from drysuits to wetsuits and spray gear.
4 judges were on the water both days covering rule 42. Cliff Black was the chief judge for this event. Steve Harris PRO.
1st place went to Bay Village, 2nd place to Lake Forest, 3rd place - St. Ignatius (Cleveland) and 4th place to Latin of Chicago. All 4 teams move on to the ISSA Mallory Doublehanded Nationals to be held back in Cleveland June 5th and 6th. Congratulations to all the competitors and we look forward to seeing these teams back at the Historic Coast Guard Station in June.
1 Bay High School Varsity 30 43 73
2 Lake Forest High School Scouts 41 57 98
3 St. Ignatius HS - Cleveland, OH Wildcats 43 80 123
4 Latin School of Chicago Romans 79 57 136
* 5 Southwest High School Lakers 110 38 148
* 6 Grosse Pointe South High School Blue Devils 78 70 148
7 St. Ignatius College Prep, Chicago, IL Wolfpack 48 101 149
8 Cranbrook Kingswood Blue 114 47 161
9 Novi Varsity 58 118 176
10 Minnetonka High School Skippers 66 111 177
11 Walter Payton College Preparatory High School Grizzlies 121 62 183
12 Arrowhead High School Warhawks 135 61 196
13 Orono High School Spartans 103 116 219
14 University of Chicago Laboratory Schools Maroons 147 77 224
15 Loyola Academy Ramblers 99 135 234
16 Traverse City Central TCC Varsity Black 92 154 246
17 Mahtomedi Zephyrs 124 124 248
18 Jones College Prep Eagles 136 114 250
19 New Trier HS Trevian 118 160 278
20 Westerville North High School Warriors 148 161 309


How many times has your neighbor called you to say your dog has jumped the fence again? While this behavior may be a common trait, depending upon the breed of the dog, it is unwarranted and must be corrected. Here are a few tips on how to keep dog from jumping fence.
Is he left along in your backyard for long periods of time? Is he bored? Is there a dog next door that he wants to play with? Are children harassing your dog or using methods to make him jump the fence?
To keep dog from jumping fence, there are many options open to you. Provide enough activities to keep your dog within the boundaries of your backyard. Supply toys and other items to keep him occupied. Spend a day with him in the backyard.
If he jumps the fence, retrieve him and begin altering this behavior by telling him "no," using a firm but loving voice. Do not scream and yell at your dog as it accomplishes nothing. Sit him down and walk away. This will show he has fallen out of favor for your attention. Repeat the process until he finally realizes you will consistently ignore him if he continues.
Why is the Dog Jumping the Fence?
Sometimes, dogs are just lonely. If you cannot be there for him on a constant basis, perhaps it would help if you arranged to have another dog in your home. This would certainly alleviate the problem. However, if it is not possible then ensure that when he is alone, he has plenty to do when in the backyard.
Another important factor is exercise. To keep dog from jumping fence, perhaps your dog is not getting enough exercise in his daily routine. Before going to work, walk the dog for at least 20-45 minutes. Repeat this activity when you return home.
Dogs not only need the ability to get out of their environment, but enjoy the freedom it brings as well. Once your dog has had sufficient exercise, you may find he has no desire to wander from the backyard anymore.


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USS Normandy Arrives off Coast of Port-Au-Prince
Navy NewsStand
Story Number: NNS100117-07
Release Date: 1/17/2010 1:33:00 PM
From U.S. 4th Fleet Public Affairs
USS NORMANDY, At Sea (NNS) -- The cruiser USS Normandy (CG 60) arrived off the coast of Port-au-Prince, Haiti Jan. 17 to support Operation Unified Response, the joint U.S. military relief effort for earthquake victims.
Normandy, homeported in Norfolk, Va., will support relief efforts by providing air surveillance for the heavy air traffic in the area. The ship will also act as a ready deck, or an at sea platform able to accept helicopters on deck and provide refueling services.
Helicopter Antisubmarine Squadron (Light) (HSL) 46, from Mayport, Fla., has two SH-60B helicopters on board Normandy and will also contribute to the relief efforts with additional airlift support.
As the Navy component command of U.S. Southern Command (SOUTHCOM), Naval Forces Southern Command's mission is to direct U.S. Naval forces operating in the Caribbean, Central and South American regions and interact with partner nations navies within the maritime environment. Routine operations include counter-illicit trafficking, theater security cooperation, military-to-military interaction and bilateral and multinational training.
SOUTHCOM is well-versed in providing humanitarian assistance to the region. Since 2005, the command has led U.S. military support to 14 major relief missions, including assistance to Haiti in September 2008. During that mission, U.S. military forces airlifted 3.3 million pounds of aid to communities that were devastated by a succession of major storms.
For more information, please contact NAVSO/C4F Public Affairs at (904) 468-6870l comusnavso-c4f_mypt_pao@navy.mil. Additional information is available at our command website, www.public.navy.mil/comusnavso-c4f or our Facebook page at www.facebook.com/group.php?v=info&gid=52350813690.
For more news from Commander, U.S. Naval Forces Southern Command, visit www.navy.mil/local/cusns/.


Japan has one of the most advanced IT and Communications markets in the world. Home to many world-renowned electronics brands, Japan has been at the advent of new technologies for many years as a country of early adopting consumers. Japan was at the forefront of the early take up of mobile communications, personal entertainment systems and computer electronics, although it often developed national rather than global networks. Recent years have seen a reversal of this trend, and a rise in the importance of global standard technologies which offer greater integration with worldwide markets.
This is presenting opportunities for UK companies as Japan's leading large mobile phone, electronics and IT companies look overseas for nimble partners with innovative technologies. UK companies with unique and high-tech products are well placed to take advantage of growing demand in software and computer services, particularly cloud-based services, as well as in cyber security field, where the Japanese government is moving to establish security technologies for control systems through international cooperation and standardization. Technology, IPR and consultancy for this particular area is a big interest.


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Hue to close Perfume River night market
For almost two years, residents in Hue have complained about the night market set up on the city's foot street that runs along the poetic Huong (Perfume) River which dissects the ancient imperial city centre.
Wednesday, December 18, 2013 15:52
Beginning in 2004, the street was free from traffic to offer strolls for sightseeing and relaxing in the most pleasant section of the river in the central city. At night, local residents and tourists enjoyed the beauty of the illuminated Truong Tien bridge and fresh air.
The street was also an idyllic place for art shows displaying calligraphy, portrait drawings and street music performances, until the city authorities rented the street to a company to create a night market in 2011.
The market, however, has made local residents furious because of messy view, rude services and pollution.
"I don't think this kind of market is the right choice to open on this street. It needs to be closed," local poet Vo Que once said.
The street is behind a row of magnificent French colonial villas. Que holds his club's performances of traditional music every week at one of the villas, but he does not lead his fans on walks after the music shows because of the night market.
He is among thousands of local residents who are disappointed by the market, which has driven tourists away from the street, as well. According to local guide Vinh Bao Huy, his customers refused to walk on the street before boarding dragon boats for a trip on the river.
Under the pressure by locals, city authorities recently demanded the company close the night market by the end of this year. Two months ago, they also wanted to erect nha ruong (traditional wooden houses with many beams and pillars) to replace the stands, in a bid to keep the market open.
They failed, however, to find investors, even being refused by the company that is renting the street, to build the houses. Thus, they reached a decision to close the market.
However, the company demanded that authorities continue operating the night market until the Lunar New Year holiday, which falls at the end of next January.
The company also said the market operation had been interrupted for a month because of clearing the site for the festival of traditional crafts taking place in April, and sought compensation for the loss of business. It also wants the authorities to set aside a new location for the market to assist the vendors.
Hue authorities have not reached a final decision yet, but more delay on the closure would make them look indecisive to locals, who defend their opposition to the market so they might restore the gracefulness of Hue for domestic and international visitors.
Dissecting the city centre, the Perfume River is around 30km in length and owes its name to its path through aromatic forests. The river, with its shimmering blue limpid colour, is like a pearl in the sun. Dotted with rowing boats, the citadel, town, gardens, pagodas, towers and temples, the poetic landscape has long mesmerised travellers.
The ancient imperial city, which is making a name for itself as a tourist destination in its own right, is trying to develop the services it can offer to tourists in order to receive more income from this potentially lucrative sector.-VNA
The International Football Federation (FIFA) has recognised three local female referees, in addition to three assistant referees, as coming up the standards of its Elite level, reported VOV.


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Short Track Stud Stenhouse Seeks Success at Martinsville
Stenhouse has five NASCAR Sprint Cup Series (NSCS) starts at Martinsville with an average starting position of 22.2 and average finishing position of 30.2.
Ricky Stenhouse Jr. – Martinsville Advance
Team: No. 17 Zest Ford Fusion
Crew Chief: Nick Sandler
PR Contact: Andrea Perry, aperry@roushfenway.com, 704-763-0373
Twitter: @PR17RFR, @stenhousejr, @ZestRacing and @roushfenway
Stenhouse Jr. at Martinsville Speedway
Stenhouse has scored five straight top-15 and seven straight top-20 finishes in the past seven races.
In the Points
With his five straight top-15 and seven straight top-20 finishes, Stenhouse Jr. has jumped five spots in the NSCS point standings to 24th place and only two points out of 23rd place.
Last time at Martinsville
After a spin on lap 206 suddenly sent the Fastenal Ford to the garage, the Fastenal blue team worked feverishly to repair the mangled machine. Ricky Stenhouse Jr. was able to pick up two additional positions after returning to the track to take the checkered flag in the 40th position.
Virginia Native
The engine tuner on the No. 17 machine, Jonathan Salmons, grew up in Bassett, Virginia which is approximately 15 miles north of Martinsville Speedway.
Zest is currently in its fourth season as a primary partner in the NASCAR Sprint Cup Series for Roush Fenway. They have spent all four years on the No. 17 machine; one year with Matt Kenseth and three years with Stenhouse.
Stenhouse Jr. on racing at Martinsville:
"Martinsville is a tough half-mile track. Last fall we finished 15th which was our best career finish at the paper clip shaped track. We are coming off five straight top-15 finishes so hopefully we can keep that statistic alive and leave Martinsville with another top-15 finish."
Nick Sandler on racing at Martinsville:
"I think as an organization we have definitely improved over the years at Martinsville. Martinsville is a tough track and we struggled there in the spring. The key is to get your car to turn in the center but also protect your rear tires on exit. I definitely think we learned some things in the spring so if we can be mistake free for 500 miles then I think we will leave Martinsville with another solid finish."


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Dammit Lauren & The Well
Add to Calendar 02/28/2020 22:15 02/29/2020 01:00 America/Boise Dammit Lauren & The Well
The Top Hat is happy to welcome Dammit Lauren and The Well for a live in concert performance at the Top Hat on Friday, February 28, 2020. About Dammit Lauren and The Well Dammit Lauren & The Well is an original alt/psych rock band based in Big Sky, MT. Focusing on original material, with a few carefully… Continue Reading
Logjam Presents - Missoula, Montana https://www.facebook.com/events/513146986219510/ false MM/DD/YYYY
10:15PM (show)
The Top Hat is happy to welcome Dammit Lauren and The Well for a live in concert performance at the Top Hat on Friday, February 28, 2020.
About Dammit Lauren and The Well
Dammit Lauren & The Well is an original alt/psych rock band based in Big Sky, MT. Focusing on original material, with a few carefully selected covers, the quartet blends their assorted backgrounds into a soulful alternative rock sound that combines pop hooks with rocking jams. Their debut album, "Warning Signs", was released on March 22nd, 2019.
The band has already played in front of thousands in their young career. In summer 2019, Dammit Lauren played in support of nationally touring acts including Futurebirds, MarchFourth Marching Band, as well as a pre-party for Norah Jones. The band is also one of only a few bands to be part of the inaugural Peak to Sky Music Festival including Brandi Carlisle, Thunderpussy and a super group with Mike McCready, Chad Smith, Taylor Hawkins, Duff McKagan, and others. They have headlined some of Big Sky's biggest annual events including Brewfest, New Years Eve (twice), and Pond Skim (twice). In the past, the group has shared the stage with groups including Grace Potter, Chris Robinson Brotherhood, Sam Bush Band, and Kitchen Dwellers. In April 2019 the band was featured on the popular sports-talk podcast, The Tony Kornheiser Show.