REG - Intnl Personal Fin - Results of Court Meeting and General Meeting

International Personal FinanceAnnouncement

11/03/2026 15:30

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RNS Number : 2802W  International Personal Finance Plc  11 March 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 OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

11 MARCH 2026

FINAL* RECOMMENDED CASH ACQUISITION

of

INTERNATIONAL PERSONAL FINANCE PLC ("IPF")

by

IPF PARENT HOLDINGS LIMITED ("Bidco")

(to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006)

Results of Court Meeting and General Meeting held on 11 March 2026

On 24 December 2025, the Boards of IPF and Bidco announced that they had
reached agreement on the terms and conditions of a recommended offer by Bidco
to acquire the entire issued and to be issued ordinary share capital of IPF
(the "Acquisition"). The Acquisition is intended to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

A circular in relation to the Acquisition was published by IPF on 15 January
2026 (the "Scheme Document"). Capitalised terms in this announcement, unless
otherwise defined, have the same meanings as set out in the Scheme Document
and all references to times in this announcement are to London time unless
otherwise stated.

On 10 February 2026, IPF announced that the IPF Directors had decided,
following feedback from some IPF Shareholders, that the Court Meeting and
General Meeting, which were originally scheduled for 11 February 2026, should
occur following the publication of IPF's results for the year ended 31
December 2025, and had consequently determined to adjourn the Court Meeting
and General Meeting to 11 March 2026. On 11 February 2026, IPF confirmed these
adjournments to the Court Meeting and the General Meeting.

On 25 February 2025, Bidco and IPF, following engagement with IPF
Shareholders, announced that they had reach agreement on the terms of a *final
and revised offer (the "Final and Revised Offer") to increase the cash value
for IPF Shareholders. Under the terms of the Final and Revised Offer, in
addition to the Cash Consideration already proposed in the Scheme Document
(being 235 pence in cash per IPF Share) and the entitlement of eligible IPF
Shareholders, as set out in the Scheme Document, to retain the final dividend
declared by IPF on 25 February 2026 in respect of its financial year ended 31
December 2025, each IPF Shareholder on IPF's register of members at the Scheme
Record Time shall, subject to the approval of the IPF Board and to the
Acquisition being sanctioned by the Court, also be entitled to receive a
special dividend of 15 pence per IPF Share (the "Special Dividend").

*Bidco has announced that the Revised and Final Offer represents its final
offer and will not be increased, except that it reserves the right to revise
the financial terms of the Acquisition if: (i) there is an  announcement of a
possible offer or a firm intention to make an offer for IPF by any third
party; or (ii) the Panel otherwise provides its consent (such consent to be
given only in wholly exceptional circumstances).

The reconvened Court Meeting and General Meeting were held earlier today.

In addition to the resolution to approve the Scheme, a procedural resolution
(the "Amendment Resolution") was first put to the Court Meeting, to amend the
Scheme (as it was set out in the Scheme Document) to include the Special
Dividend. The text of the Amendment Resolution is as follows:

To amend the scheme of arrangement dated 15 January 2026 between IPF and the
Scheme Shareholders (the "Scheme"), pursuant to clause 7 thereof, to include a
provision stating that the Company will declare a special dividend of 15 pence
to IPF Shareholders on the register of members of IPF at the Scheme Record
Time, subject only to the approval of the IPF Board, and the sanction of the
Scheme by the Court.

The board of IPF is pleased to announce that each of the resolutions posed at
the Court Meeting and the General Meeting in connection with the Acquisition
were approved by the requisite majorities. In particular:

·      the requisite majorities of Scheme Shareholders voted in favour
of the resolution to approve the Scheme (as amended pursuant to the Amendment
Resolution) at the Court Meeting; and

·      the requisite majority of IPF Shareholders voted to pass the
Resolution at the General Meeting to approve the implementation of the Scheme
and certain amendments to IPF's articles of association,

and accordingly, the Scheme was approved.

Details of the resolutions passed (other than the Amendment Resolution, which
is set out above) are set out in the notices of the Court Meeting and General
Meeting at Parts VII and IX (respectively) of the Scheme Document, which is
available on IPF's website at www.ipfin.co.uk and Bidco's website at
www.bpdisclosures.com.

The total number of IPF Shares in issue at the Voting Record Time was
224,610,034. 4,763,374 IPF Shares are held in treasury. Consequently, the
total voting rights in IPF at the Voting Record Time were 219,846,660. Scheme
Shareholders were entitled to one vote per Scheme Share held at the Voting
Record Time at the Court Meeting and eligible IPF Shareholders were entitled
to one vote per IPF Share held at the Voting Record Time at the General
Meeting.

The detailed voting results in relation to the Court Meeting and the General
Meeting are summarised below and this announcement will be posted on IPF's
website at https://www.ipfin.co.uk/.

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing not less than 75 per cent. in
value of those Scheme Shareholders, voted in favour of (i) the Amendment
Resolution and (ii) the resolution to approve the Scheme. The resolutions
proposed at the Court Meeting were passed on a poll vote. Details of the votes
cast are as follows:

Amendment Resolution:

          Number of Scheme Shares voted  % of Scheme Shares voted((1))  Number of Scheme Shareholders who voted((2))  % of Scheme Shareholders who voted((1))  Number of Scheme Shares voted as a % of the issued share capital entitled to
                                                                                                                                                               vote on the Scheme((1))
 For      153,282,516                    98.48%                         376                                           94.95%                                   69.72%
 Against  2,364,214                      1.52%                          25                                            6.31%                                    1.08%
 Total    155,646,730                    100%                           396                                           100%                                     70.80%

 

To approve the Scheme:

          Number of Scheme Shares voted  % of Scheme Shares voted((1))  Number of Scheme Shareholders who voted((2))  % of Scheme Shareholders who voted((1))  Number of Scheme Shares voted as a % of the issued share capital entitled to
                                                                                                                                                               vote on the Scheme((1))
 For      153,282,516                    98.48%                         376                                           94.95%                                   69.72%
 Against  2,364,214                      1.52%                          25                                            6.31%                                    1.08%
 Total    155,646,730                    100%                           396                                           100%                                     70.80%

 

(1)   All percentages rounded to two decimal places.

(2)   Where a Scheme Shareholder has cast some of their votes "For" and some
of their votes "Against" the relevant resolution, such Scheme Shareholder has
been counted as having voted both "For" and "Against" the relevant resolution
for the purposes of determining the number of Scheme Shareholders who voted as
set out in this column. The total of Scheme Shareholders voting "For" and
"Against" the relevant resolution therefore exceeds the total number of Scheme
Shareholders who voted.

Voting results of the General Meeting

At the General Meeting, the Resolution to approve the implementation of the
Scheme and certain amendments to IPF's articles of association was passed by
the requisite majority of IPF Shareholders. The Resolution proposed at the
General Meeting was passed on a poll vote. Details of the votes cast are as
follows:

 Resolution                                                                For((1))             Against            Total ISC Voted        Votes Withheld((3))
                                                                           Number       %((2))  Number     %((2))  Number       %((2))
 To give effect to the Scheme, including the amendment of the articles of  151,375,225  98.45   2,376,156  1.55    153,751,381  69.94     9,263
 association of IPF

 

(1)   Includes discretionary votes.

(2)   All percentages rounded to two decimal places.

(3)   A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the resolution.

Next Steps

The outcome of today's Court Meeting and General Meeting means that Conditions
2.1(a) and 2.1(b) set out in Part A of Part III of the Scheme Document have
been satisfied. The Acquisition remains subject to the satisfaction or (where
capable of being waived) waiver of the other Conditions to the Acquisition as
set out in Part III of the Scheme Document, including the Court sanctioning
the Scheme at the Sanction Hearing.

Given constructive engagement from regulatory authorities thus far, the
parties are aiming to complete the Acquisition by the end of Q2 2026, subject
to the satisfaction (or, where applicable, waiver) of the Conditions.

The expected timetable for implementation of the principal events relating to
the Scheme is:

 Event                                                                                                                                  Time and/or date (1)
 The following dates are indicative only and are subject to change:
 Sanction Hearing                                                                                                                       A date to be notified to IPF Shareholders by announcement through a Regulatory
                                                                                                                                        Information Service in due course (date "D")
 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                                                                    Within 14 days of the Effective Date
 CREST accounts and processing electronic transfers in respect of the Cash

 Consideration due under the Scheme

 Long Stop                                                                                                                               31 December 2026((2))
 Date

(1)           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.

(2)           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.

Enquiries

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

 Gary Thompson (CFO)
 Stephens Europe Limited (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 in connection with the
Acquisition. 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 is being 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.

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. 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 Bidcoand/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.

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.

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.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 will be available, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Bidco's website at
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.

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, 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 in electronic form or via a website notification, a hard
copy 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 figures that precede them.

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)
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