REG - Intnl Personal Fin Intnl Personal Fin - Publication of the Scheme Document

International Personal FinanceAnnouncement

15/01/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260115:nRSO9636Oa&default-theme=true

RNS Number : 9636O  International Personal Finance Plc  15 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

15 January 2026

RECOMMENDED CASH ACQUISITION

OF

INTERNATIONAL PERSONAL FINANCE PLC

BY

IPF PARENT HOLDINGS LIMITED

a newly formed company in the same group as BasePoint Capital LLC
("BasePoint")

 

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF THE SCHEME DOCUMENT

On 24 December 2025, International Personal Finance Plc ("IPF") and IPF Parent
Holdings Limited ("Bidco") announced that they had agreed the terms of a
recommended acquisition by Bidco (a wholly-owned subsidiary of BP PMKN LLC, an
entity in the BasePoint Group) to acquire the entire issued and to be issued
ordinary share capital of IPF (the "Acquisition"). The Acquisition is intended
to be effected by means of a Court-sanctioned scheme of arrangement under Part
26 of the Companies Act.

Publication and posting of the Scheme Document

IPF is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document")  together with the Forms of Proxy for the Court Meeting
and the General Meeting will be published today by IPF, setting out, amongst
other things, a letter from the Chair of IPF, an explanatory statement
pursuant to section 897 of the Companies Act, the full terms and conditions of
the Scheme, an expected timetable of principal events, notices of the Court
Meeting and the General Meeting and details of the actions to be taken by IPF
Shareholders.

The Scheme Document will be made available, subject to certain restrictions
relating to persons resident in
Restricted Jurisdictions, on IPF's website at http://www.ipfin.co.uk
(http://www.ipfin.co.uk) and on Bidco's website at www.bpdisclosures.com
(http://www.bpdisclosures.com) .
(https://corporate.deliveroo.co.uk/investors/recommended-offer-doordash/)
Copies of the Scheme Document have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

Hard copies of the Scheme Document and the Forms of Proxy and voting
instructions for the Court Meeting and the General Meeting are being posted to
IPF Shareholders and, for information only, to persons with information
rights. IPF will also be sending details of the proposals being made to
participants in the IPF Share Plans to such participants.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless stated
otherwise.

As required by Rule 28 of the Code, the IPF FY25 Profit Forecast is set out in
the Appendix (IPF FY25 Profit Forecast) to the Scheme Document.

Action required

As further detailed in the Scheme Document, in order to become Effective, the
Scheme requires, amongst other things, the approval of a majority in number of
Scheme Shareholders present and voting (and entitled to vote), either in
person or by proxy at the Court Meeting, representing not less than 75 per
cent. in value of the Scheme Shares voted by such Scheme Shareholders at the
Court Meeting (or any adjournment of the Court Meeting) and the passing of the
Resolution at the General Meeting. The Scheme is also subject to the
satisfaction or (where applicable) waiver of the Conditions and further terms
set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting which are to be
held at 26 Whitehall Road, Leeds, United Kingdom, LS12 1BE, United Kingdom at
12.00 p.m. and 12.15 p.m. (or as soon thereafter as the Court Meeting
concludes or is adjourned) on 11 February 2026, respectively, are set out in
the Scheme Document. Forms of Proxy for use at such Meetings will be enclosed
with the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Whether or
not you intend to attend and/or vote at the Meetings, you are therefore
strongly urged to complete, sign and return your Forms of Proxy or appoint a
proxy online or through the CREST electronic proxy appointment service (as
appropriate) as soon as possible.

Recommendation

The IPF Directors, who have been so advised by Stephens as to the financial
terms of the Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the IPF Directors, Stephens has taken into
account the commercial assessments of the IPF Directors. Stephens is providing
independent financial advice to the IPF Directors for the purposes of Rule 3
of the Code.

Accordingly, the IPF Directors recommend unanimously that Scheme Shareholders
vote (or procure the voting) in favour of the Scheme at the Court Meeting and
that IPF Shareholders vote (or procure the voting) in favour of the Resolution
at the General Meeting (or, in the event that the Acquisition is implemented
by way of a Takeover Offer, that IPF Shareholders accept or procure acceptance
of such Takeover Offer), as the IPF Directors who hold or are otherwise
interested in IPF Shares have irrevocably undertaken to do in respect of their
entire beneficial interests totalling 2,636,625 IPF Shares (representing
approximately 1.17 per cent. of the existing issued ordinary share capital of
IPF as at the Last Practicable Date).

IPF Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on, amongst other things, the
approval of the requisite majority of Scheme Shareholders at the Court Meeting
and the requisite majority of IPF Shareholders at the General Meeting. The
Scheme is also subject to the satisfaction (or, where applicable, waiver) of
the other Conditions (including sanction of the Court) and further terms, as
described more fully in the Scheme Document.

Subject to the satisfaction or (where applicable) waiver of the Conditions,
the Scheme is expected to become Effective in Q3 2026 and, in any event, prior
to the Long Stop Date. If any of the key dates set out in the timetable
change, the revised times and/or dates will be notified to IPF Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on Bidco's website at www.bpdisclosures.com
(http://www.bpdisclosures.com) and IPF's website at http://www.ipfin.co.uk
(http://www.ipfin.co.uk) .

 

Shareholder Helpline

If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting or how to complete the Forms of Proxy or to appoint a proxy
through the CREST electronic proxy appointment service or online, please
contact IPF's registrar, MUFG Corporate Markets, on 0371 664 0300 within the
United Kingdom, or on +44 (0) 371 664 0300 from overseas. Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. The
helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that MUFG Corporate Markets
cannot provide any financial, legal or tax advice, and calls may be recorded
and monitored for security and training purposes.

Enquiries:

IPF
Tel: +44 (0)113 539 5466
Gerard Ryan (CEO)

Gary Thompson
(CFO)

 

Stephens (Financial Adviser to
IPF)
Tel: +44 (0) 20 3757 9900
Lawrence Guthrie

Blair Farinholt

Yashin Mody

 

Peel Hunt (Joint Corporate Broker to
IPF)
Tel: +44 (0) 20 7418 8900

Andrew Buchanan

Michael Nicholson

Thomas Philpott

 

Panmure Liberum (Joint Corporate Broker to IPF)
                        Tel: +44 (0) 20 3100 2000

Stephen Jones

David Watkins

Atholl Tweedie

 

BasePoint and
Bidco
Tel: +1 212 220 2660
BasePoint Investor
Relations

Jefferies (Financial Adviser to BasePoint and
Bidco)                        Tel: +44 (0) 20 7029 8000

Philip Noblet

Graham Davidson

James Umbers

Taha Ahmed

Deutsche Bank (Financial Adviser to BasePoint and Bidco)
                 Tel: +1 212 250 2500

Derek Bomar

Ian Wesson

Derek Shakespeare

James Gordon

 

Addleshaw Goddard LLP is acting as legal adviser to IPF.

White & Case LLP is acting as legal adviser to BasePoint and Bidco.

Important notices relating to financial advisers

Stephens Europe Limited ("Stephens"), which is authorised and regulated by the
FCA in the UK, is acting exclusively for IPF and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than IPF for providing the protections afforded to its clients or
for providing advice in relation to the subject matter of this announcement.
Neither Stephens nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Stephens in connection with
this announcement, any statement or other matter or arrangement referred to
herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and
regulated by the FCA, is acting exclusively for IPF and no one else in
connection with the Acquisition and neither Peel Hunt nor any of its
affiliates will be responsible to anyone other than IPF (whether or not a
recipient of this announcement) for providing the protections afforded to
clients of Peel Hunt nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this announcement..

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the FCA in the UK, is acting exclusively for IPF and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than IPF for providing the protections afforded to
clients of Panmure Liberum nor for providing advice in connection with the
matters referred to herein. Neither Panmure Liberum nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Panmure
Liberum in connection with this announcement, any statement contained herein
or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting as financial adviser to BasePoint
and Bidco and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than BasePoint and
Bidco for providing the protections offered to clients of Jefferies or for
providing advice in connection with any matter referred to in this
announcement. Neither Jefferies nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies in connection with this announcement, any statement
contained herein or otherwise.

Deutsche Bank Securities Inc. ("Deutsche Bank") is a wholly-owned subsidiary
undertaking of Deutsche Bank AG. Deutsche Bank AG is a stock corporation
(Aktiengesellschaft) incorporated under the laws of the Federal Republic of
Germany with its principal office in Frankfurt am Main. It is registered with
the district court (Amtsgericht) in Frankfurt am Main under No HRB 30 000 and
licensed to carry on banking business and to provide financial services. The
London branch of Deutsche Bank AG is registered in the register of companies
for England and Wales (registration number BR000005) with its registered
address and principal place of business at 21, Moorfields, London EC2Y 9DB.
Deutsche Bank AG is subject to supervision by the European Central Bank (ECB),
Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117
Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With
respect to activities undertaken in the United Kingdom, Deutsche Bank AG is
authorised by the Prudential Regulation Authority. It is subject to regulation
by the Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request. Deutsche Bank is and has been
acting solely for BasePoint and Bidco and no one else in connection with the
Acquisition or the matters described in this announcement and will not regard,
and has not regarded, any other person as its client and has not been and will
not be responsible to anyone other than BasePoint and Bidco for providing the
protections afforded to clients of Deutsche Bank, or for providing advice in
relation to the Acquisition or the matters described in this announcement.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise. The Acquisition will be made solely through the
Scheme Document (and the accompanying Forms of Proxy) or, in the event that
the Acquisition is to be implemented by means of a Takeover Offer, the
Takeover Offer document, which will contain the full terms and conditions of
the Acquisition, including, if applicable, details of how to vote in respect
of the Scheme. Any decision in respect of the Acquisition should be made only
on the basis of the information in the Scheme Document (or, if the Acquisition
is implemented by way of a Takeover Offer, the Takeover Offer document).

IPF and Bidco urge IPF Shareholders to read the Scheme Document because it
contains important information relating to the Acquisition, including details
of how to vote in respect of the Scheme. The statements contained in this
announcement are made as at the date of this announcement, unless some other
time is specified in relation to them, and the release of this announcement
shall not give rise to any implication that there has been no change in the
facts set forth in this announcement since such date.

This announcement does not constitute a prospectus or a prospectus exempted
document.

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England and Wales.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their IPF Shares in respect of the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they are subject.
Further details in relation to the Overseas Shareholders are contained in
paragraph 17 of Part II (Explanatory Statement) of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer
document). Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the Court, the London Stock Exchange and the FCA.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to IPF Shareholders in overseas jurisdictions are
contained in the Scheme Document.

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of a company incorporated
in England and is being made by means of a scheme of arrangement provided for
under English company law. The Acquisition, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the United States Securities Exchange Act of 1934, as
amended from time to time (the "U.S. Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
to a scheme of arrangement involving a UK-incorporated target company listed
on the London Stock Exchange, which differ from the disclosure requirements of
the U.S. tender offer and proxy solicitation rules. The financial information
with respect to Bidco and/or IPF included in this announcement and the Scheme
Document has been or will have been prepared in accordance with IFRS and thus
may not be comparable to the financial information of U.S. companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the U.S. If, in the future, Bidco exercises
its right to implement the Acquisition by way of a Takeover Offer and
determines to extend the Takeover Offer into the U.S., the Acquisition will be
made in compliance with applicable U.S. laws and regulations, including
section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder.  Such
Takeover Offer would be made in the U.S. by Bidco and no one else. In addition
to any such Takeover Offer and in accordance with normal United Kingdom
practice, Bidco, certain affiliated companies and the nominees or brokers
(acting as agents) of Bidco and/or such affiliated companies may make certain
purchases of, or arrangements to purchase, IPF shares outside such Takeover
Offer during the period in which such Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase are made, they would
be made outside the United States in compliance with applicable law, including
the U.S. Exchange Act.  Any such purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase shall be
disclosed as required in the UK, and if so required shall be reported to a
Regulatory Information Service and be available on the London Stock Exchange
website at www.londonstockexchange.com (http://www.londonstockexchange.com/) .

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

Some or all of IPF's officers and directors reside outside the U.S., and some
or all of its assets are or may be located in jurisdictions outside the U.S.
Therefore, investors may have difficulty effecting service of process within
the U.S. upon those persons or recovering against IPF or its officers or
directors on judgments of U.S. courts, including judgments based upon the
civil liability provisions of the U.S. federal securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment. It may not be possible to sue IPF or
its officers or directors in a non-U.S. court for violations of the U.S.
securities laws.

The receipt of cash pursuant to the Scheme by U.S. IPF Shareholders as
consideration for the transfer of IPF Shares pursuant to the Scheme may be a
taxable transaction for U.S. federal income tax purposes and under applicable
U.S. state and local, as well as foreign and other, tax laws. Each IPF
Shareholder (including each U.S. IPF Shareholder) is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the transaction applicable to them.

Forward-looking statements

This announcement, oral statements made regarding the Acquisition, and other
information published by BasePoint, Bidco and/or IPF contain statements which
are, or may be deemed to be, "forward-looking statements". All statements,
other than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and projections of
BasePoint, Bidco and/or IPF about future events, and are therefore subject to
risks and uncertainties which could cause actual results, performance or
events to differ materially from those expressed or implied by the
forward-looking statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of the
Acquisition on BasePoint, the Wider Bidco Group, the Wider IPF Group and the
Enlarged Group, the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as
"plans", "expects", "budget", "targets", "aims", "scheduled", "estimates",
"forecast", "intends", "anticipates", "seeks", "prospects", "potential",
"possible", "assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Neither BasePoint,
Bidco nor IPF give any assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risks (known and
unknown) and uncertainties (and other factors that are in many cases beyond
the control of BasePoint, Bidco and/or IPF) because they relate to events and
depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of
BasePoint, the Wider Bidco Group, the Wider IPF Group and/or the Enlarged
Group and that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the satisfaction (or, where permitted, waiver) of the
Conditions, as well as additional factors, such as: domestic and global
business and economic conditions; the impact of pandemics; asset prices;
market‑related risks such as fluctuations in interest rates and exchange
rates; industry trends; competition; changes in government and regulation;
changes in the policies and actions of governments and/or regulatory
authorities (including changes related to capital and tax); changes in
political and economic stability (including exposures to terrorist activities,
Eurozone instability, disruption in business operations due to reorganisation
activities, interest rates, inflation, deflation and currency fluctuations);
the timing impact and other uncertainties of future or planned acquisitions or
disposals or offers; the inability of the Enlarged Group to realise
successfully any anticipated synergy benefits when the Acquisition is
implemented (including changes to the board and/or employee composition of the
Enlarged Group); the Enlarged Group incurring and/or experiencing
unanticipated costs and/or delays (including cyber-crime, fraud and pension
scheme liabilities); or difficulties relating to the Acquisition when the
Acquisition is implemented. Other unknown or unpredictable factors could
affect future operations and/or cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither BasePoint, the BasePoint Group nor the IPF Group, nor
any of their respective members, partners, associates or directors, officers
or advisers, provides any representation, warranty, assurance or guarantee
that the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Forward-looking
statements involve inherent risks and uncertainties. All forward-looking
statements contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in this
section. Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations (including under the Code, the UK Market Abuse
Regulation, the UK Listing Rules and the DTRs), neither BasePoint, the Wider
Bidco Group nor the Wider IPF Group is under or undertakes any obligation, and
each of the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

No profit forecasts or estimates

The IPF FY25 Profit Forecast is a profit forecast for the purposes of Rule 28
of the Code. The IPF FY25 Profit Forecast, and the assumptions and basis of
preparation on which the IPF FY25 Profit Forecast is based and the IPF
Directors' confirmation, as required by Rule 28.1 of the Code, are set out in
the Appendix (IPF FY25 Profit Forecast) to the Scheme Document.

Other than the IPF FY25 Profit Forecast, nothing in this announcement is
intended, or is to be construed, as a profit forecast, a profit estimate or a
quantified financial benefits statement or to be interpreted to mean that
earnings or earnings per share for IPF for the current or future financial
years, will necessarily match or exceed the historical published earnings or
earnings per share for IPF.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. on the tenth business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel (http://www.thetakeoverpanel.org.uk/) .org.uk,
(http://www.thetakeoverpanel.org.uk/) including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by IPF Shareholders, persons with information rights and other
relevant persons for the receipt of communications from IPF may be provided to
Bidco during the Offer Period as required under section 4 of Appendix 4 to the
Code to comply with Rule 2.11(c) of the Code.

Publication on a website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule
26 of the Code will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Bidco's website at
www.bpdisclosures.com (http://www.bpdisclosures.com/) and on IPF's website at
www.ipfin.co.uk (http://www.ipfin.co.uk) promptly, and in any event by no
later than 12 noon on the Business Day following the date of this
announcement. Neither the content of the websites referred to in this
announcement nor the content of any website accessible from hyperlinks in this
announcement is incorporated into, or forms part of, this announcement or the
Scheme Document.

IPF Shareholders may, subject to applicable securities laws, request a hard
copy of this announcement or the Scheme Document (and any information
incorporated into it by reference to another source) by contacting IPF's
registrars, MUFG Corporate Markets, during business hours on 0371 664 0300
within the United Kingdom or on +44 (0) 371 664 0300 from overseas or by
submitting a request in writing to MUFG Corporate Markets, Central Square, 29
Wellington Street, Leeds LS1 4DL, United Kingdom, with an address to which the
hard copy may be sent. IPF Shareholders may, subject to applicable securities
laws, also request that all future documents, announcements and information to
be sent in relation to the Acquisition should be in hard copy form. For
persons who receive a copy of this announcement or the Scheme Document in
electronic form or via a website notification, a hard copy of this
announcement or the Scheme Document will not be sent unless so requested.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following times and dates are indicative only based on IPF's and Bidco's
current expected dates for implementation of the Scheme and will depend, among
other things, on the date upon which the Conditions are satisfied or, if
capable of waiver, waived, and the date upon which the Court sanctions the
Scheme. The timetable is also dependent on the date on which the Court Order
sanctioning the Scheme is delivered to the Registrar of Companies. IPF will
give notice of any update(s) to IPF Shareholders by issuing an announcement
through a Regulatory Information Service, with such announcement being made
available on Bidco's website at www.bpdisclosures.com
(http://www.bpdisclosures.com) and IPF's website at http://www.ipfin.co.uk
(http://www.ipfin.co.uk) .

 

 Event                                                                            Time and/or date
 Publication of this Document                                                     15 January 2026

 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE form)                                                        12:00 p.m. on 9 February 2026 ((1))
 General Meeting (WHITE form)                                                     12:15 p.m. on 9 February 2026 ((2))
 Voting Record Time for the Court Meeting and the General Meeting                 6:00 p.m. on 9 February 2026 ((3))
 Court Meeting                                                                    12:00 p.m. on 11 February 2026
 General Meeting                                                                  12:15 p.m. on 11 February 2026((4))
 The following dates are indicative only and are subject to change(5)
 Sanction Hearing                                                                 A date expected to be in Q3 of 2026 (date "D"), subject to the satisfaction of
                                                                                  (or, if applicable, waiver) of the relevant Conditions
 Last day of dealings in, and for registration of transfers of, and disablement   At close of business on D+1 Business Day
 in CREST of, IPF Shares
 Scheme Record Time and Date                                                      6:00 p.m. on D+1 Business Day
 Dealings in IPF Shares suspended                                                 7:30 a.m. on D+2 Business Days
 Effective Date of the Scheme                                                     D+2 Business Days
 Cancellation of listing of IPF Shares on the Official List and of trading of     7:00 a.m. on D+3 Business Days
 IPF Shares on the London Stock Exchange
 Latest date for despatch of cheques and crediting of CREST accounts and          Within 14 days of the Effective Date
 processing electronic transfers in respect of the Cash Consideration due under
 the Scheme
 Long Stop Date                                                                   31 December 2026 ((6))

Notes:

(1)           It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours before the time appointed for the
Court Meeting, excluding any part of a day that is not a Business Day. An
original copy of a completed and signed BLUE Form of Proxy not so lodged may
be handed to the representatives of MUFG Corporate Markets or the Chair of the
Court Meeting before it is due to commence and it will still be valid.

(2)           WHITE Forms of Proxy for the General Meeting must be
lodged not later than 48 hours before the time appointed for the General
Meeting, excluding any part of a day that is not a Business Day. WHITE Forms
of Proxy for the General Meeting not lodged by this time will be invalid.

(3)           If the Court Meeting is adjourned, the Voting Record
Time will be 6:00 p.m. on the day which is two days before the date of the
adjourned Court Meeting, excluding any part of a day that is not a Business
Day.

(4)           To commence at 12:15 p.m. on 11 February 2026 (or as
soon as reasonably practicable thereafter as the Court Meeting is concluded or
adjourned).

(5)           These dates and times are indicative only and will
depend, among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of
Companies.

(6)           This is the latest date by which the Scheme may become
Effective unless Bidco and IPF agree a later date or (in a competitive
situation) a later date is specified by Bidco with the consent of the Panel,
and in each case (if so required) the Court may allow.

All references in this timetable to times are to times in London, unless
otherwise stated.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  SOAAKQBPBBKBPDD



            Copyright 2019 Regulatory News Service, all rights reserved