REG - Intnl Personal Fin - Form 8 (OPD) - International Personal Finance Plc

International Personal FinanceAnnouncement

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RNS Number : 0730V  International Personal Finance Plc  13 August 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     International Personal Finance Plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  International Personal Finance Plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         12 August 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of £0.10 each

                                                                      Interests           Short positions

                                                                      Number    %         Number    %
 (1) Relevant securities owned and/or controlled:                     Nil       0         Nil       0
 (2) Cash-settled derivatives:                                        Nil       0         Nil       0

 (3) Stock-settled derivatives (including options) and agreements to  Nil       0         Nil       0
 purchase/sell:
                                                                      Nil       0         Nil       0

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   Nil
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 a) Holdings of ordinary shares by directors of International Personal Finance
 Plc and their close relatives:

Name             Number of ordinary shares held  % of total issued share capital carrying voting rights (excluding shares under
                          option)
 Stuart Sinclair  130,050                         0.05
 Katrina Cliffe   40,000                          0.01
 Richard Holmes   275,133                         0.12
 Aileen Wallace   47,835                          0.02
 Gerard Ryan      1,977,907*                      0.90
 Gary Thompson    165,700**                       0.07

 

 * Includes 1,549,411 shares owned by Gerard Ryan's close relative.

 ** Includes 165,700 shares owned by Gary Thompson's close relative.

 b) Awards over International Personal Finance Plc shares held by the directors
 of International Personal Finance Plc:

 Gerard Ryan:

Plan/award              Date of award  Number of shares  Exercise Price (GBP£)   Vesting date  Expiry date
 Performance Share Plan  10/03/2022     1,178,864         Nil cost option         10/03/2025*   09/05/2032
 Restricted Share Plan   10/05/2023     481,338           Nil cost option         10/05/2026    09/05/2033
 Restricted Share Plan   20/03/2024     417,242           Nil cost option         20/03/2027    19/03/2034
 Deferred Share Plan     10/03/2022     377,701           Nil cost option         10/03/2025*   N/A
 Deferred Share Plan     03/04/2023     363,878           Nil cost option         03/04/2026    N/A
 Deferred Share Plan     20/03/2024     168,489           Nil cost option         20/03/2027    N/A

 

 * Vesting deferred.

 Gary Thompson:

Plan/award              Date of award  Number of shares  Exercise Price (GBP£)   Vesting date  Expiry date
 Performance Share Plan  05/04/2022     383,105           Nil cost option         05/04/2025*   04/04/2032
 Restricted Share Plan   10/05/2023     279,523           Nil cost option         10/05/2026    09/05/2033
 Restricted Share Plan   20/03/2024     242,301           Nil cost option         20/03/2027    19/03/2034
 Deferred Share Plan     03/04/2023     157,425           Nil cost option         03/04/2026    N/A
 Deferred Share Plan     20/03/2024     195,690           Nil cost option         20/03/2027    N/A
 Save As You Earn Plan   26/08/2022     24,000            0.75                    01/11/2025    31/05/2026

 

 * Vesting deferred.

 

* Includes 1,549,411 shares owned by Gerard Ryan's close relative.

** Includes 165,700 shares owned by Gary Thompson's close relative.

 

b) Awards over International Personal Finance Plc shares held by the directors
of International Personal Finance Plc:

 

Gerard Ryan:

 

 Plan/award              Date of award  Number of shares  Exercise Price (GBP£)   Vesting date  Expiry date
 Performance Share Plan  10/03/2022     1,178,864         Nil cost option         10/03/2025*   09/05/2032
 Restricted Share Plan   10/05/2023     481,338           Nil cost option         10/05/2026    09/05/2033
 Restricted Share Plan   20/03/2024     417,242           Nil cost option         20/03/2027    19/03/2034
 Deferred Share Plan     10/03/2022     377,701           Nil cost option         10/03/2025*   N/A
 Deferred Share Plan     03/04/2023     363,878           Nil cost option         03/04/2026    N/A
 Deferred Share Plan     20/03/2024     168,489           Nil cost option         20/03/2027    N/A

 

* Vesting deferred.

 

Gary Thompson:

 

 Plan/award              Date of award  Number of shares  Exercise Price (GBP£)   Vesting date  Expiry date
 Performance Share Plan  05/04/2022     383,105           Nil cost option         05/04/2025*   04/04/2032
 Restricted Share Plan   10/05/2023     279,523           Nil cost option         10/05/2026    09/05/2033
 Restricted Share Plan   20/03/2024     242,301           Nil cost option         20/03/2027    19/03/2034
 Deferred Share Plan     03/04/2023     157,425           Nil cost option         03/04/2026    N/A
 Deferred Share Plan     20/03/2024     195,690           Nil cost option         20/03/2027    N/A
 Save As You Earn Plan   26/08/2022     24,000            0.75                    01/11/2025    31/05/2026

 

* Vesting deferred.

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  13 August 2025
 Contact name:        Thomas Crane
 Telephone number:    +44 (0)113 539 5466

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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