REG - Intnl Personal Fin Intnl Personal Fin - Update regarding a possible recommended cash offer

International Personal FinanceAnnouncement

Yesterday 07:00

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RNS Number : 7616W  International Personal Finance Plc  27 August 2025

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

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND
THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON
WHICH ANY OFFER MAY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

27 August 2025

INTERNATIONAL PERSONAL FINANCE PLC

 Update regarding a possible recommended cash offer for International
Personal Finance plc and extension of PUSU period

 

On 30 July 2025, it was announced that the Board of International Personal
Finance plc ("IPF" or the "Company") (the "Board") and BasePoint Capital LLC
("BasePoint") were in discussions with respect to a potential cash offer to be
made by BasePoint to acquire the entire issued and to be issued share capital
of IPF (the "Possible Offer Announcement"). Defined terms in this announcement
have the same meanings as in the Possible Offer Announcement except as
otherwise stated.

Further to the Possible Offer Announcement, the Board and BasePoint are
continuing to have discussions to progress the Possible Offer and the Board
has, in accordance with Rule 2.6(c) of the Code, requested, and the Panel has
consented to, an extension to the deadline under Rule 2.6(a) of the Code by
which BasePoint is required either to announce a firm intention to make an
offer for IPF in accordance with Rule 2.7 of the Code or to announce that it
does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies.

Such announcement must now be made by not later than 5.00 p.m. (London time)
on 24 September 2025. A further announcement(s) will be made in due course as
and when appropriate. This announcement has been made with the consent of
BasePoint.

The Company remains in an 'offer period' in accordance with the rules of the
Code and the attention of the Company's shareholders is drawn to the
continuing disclosure requirements of Rule 8 of the Code, which are summarised
below.

The person responsible for arranging the release of this announcement on
behalf of IPF is Tom Crane, General Counsel.

 

Enquiries:

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

Gary Thompson
(CFO)

 

Stephens (Financial Adviser to
IPF)
Tel: +44 (0) 203 757 9900
Lawrence Guthrie

Blair Farinholt

Yashin Mody

 

Peel Hunt (Joint Corporate Broker to
IPF)
Tel: +44 (0) 207 418 8900

Andrew Buchanan

Michael Nicholson

Oliver Jackson

 

Panmure Liberum (Joint Corporate Broker to
IPF)                         Tel: +44 (0) 203 100 2000

Stephen Jones

David Watkins

Atholl Tweedie

 

BasePoint
Capital
Tel: +1 212 220 2660

BasePoint Investor Relations

 

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

Philip Noblet

Graham Davidson

James Umbers

Taha Ahmed

 

Deutsche Bank (Financial Adviser to BP PMKN LLC)
                 Tel: +1 212 250 2500

Derek Bomar

Ian Wesson

Derek Shakespeare

James Gordon

 

Important notices

 

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 Possible Offer 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 Possible
Offer or any other matter or arrangement referred to in this Announcement.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for International Personal Finance and no one else in connection
with the Possible Offer and will not be responsible to anyone other than
International Personal Finance for providing the protections afforded to
clients of Panmure Liberum nor for providing advice in relation to the
Possible Offer. Neither Panmure Liberum nor any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents
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 the
matters referred to in 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 no one else in connection with the matters described in this Announcement
and will not be responsible to anyone other than BasePoint 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 BP PMKN LLC and no one else in connection with the Possible
Offer 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 BP PMKN LLC for providing the protections
afforded to clients of Deutsche Bank, or for providing advice in relation to
the Possible Offer or the matters described in this Announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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%
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.

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 BasePoint's website at
www.bpdisclosures.com (http://www.bpdisclosures.com/) and on IPF's website at
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.

IPF shareholders may, subject to applicable securities laws, request a hard
copy of this Announcement (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, 10(th) Floor, 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 Possible Offer should be in hard copy form.

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