REG - IPF Parent Hldgs Ltd Intnl Personal Fin - Final* Recommended Cash Acquisition

International Personal FinanceAnnouncement

25/02/2026 07:00

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RNS Number : 2506U  IPF Parent Holdings Limited  25 February 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

25 February 2026

FINAL* 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

 

Revised Offer Declared As Final*

Introduction

On 24 December 2025, the boards of IPF Parent Holdings Limited ("Bidco") and
International Personal Finance Plc ("IPF") announced, pursuant to Rule 2.7 of
the Takeover Code (the "Rule 2.7 Announcement"), that they had reached
agreement on the terms of a recommended cash acquisition of the entire issued
and to be issued ordinary share capital of IPF by Bidco (the "Acquisition").
The Acquisition is to be effected by means of a Court-sanctioned Scheme of
Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The circular in relation to the Scheme (the "Scheme Document") was published
on 15 January 2026.

As announced by the Company on 10 February 2026 and 11 February 2026 (the
"Adjournment Announcements"), the Court Meeting and the General Meeting in
connection with the Scheme have been adjourned to, in respect of the Court
Meeting, 11 March 2026 at 12.00 noon and, in respect of the General Meeting,
11 March 2026 at 12.15 p.m. (or as soon thereafter as the Court Meeting
concludes or is further adjourned). Both the Court Meeting and the General
Meeting will be held at 26 Whitehall Road, Leeds, LS12 1BE, United Kingdom.

This announcement should be read in conjunction with the Scheme Document and
the Adjournment Announcements. Unless otherwise defined, capitalised terms
used in this announcement have the same meanings as set out in the Scheme
Document.

This announcement is being made jointly by Bidco and IPF.

Terms of the Revised Offer Declared as Final*

Since the Rule 2.7 Announcement, Bidco and IPF, together with their advisors,
have engaged with IPF Shareholders to discuss the views of the IPF
Shareholders. Following such engagement, Bidco and IPF are pleased to announce
they have reached agreement on a Revised Offer for the Acquisition to increase
the cash value to be received by IPF Shareholders.

Under the terms of the 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 (the "Permitted
Dividend"), 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", and
together with the Cash Consideration and the Permitted Dividend, the "Revised
Offer"). Bidco confirms that the consideration payable in respect of each IPF
Share under the Acquisition will not be reduced as a consequence of the
declaration and/or payment of the Special Dividend.

*Bidco announces that the Revised 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).

IPF Shareholders should note that no further scheme document or scheme
circular will be published and sent to IPF Shareholders in connection with the
Revised Offer. The Scheme remains subject to the terms and conditions set out
in the Scheme Document (save as modified by the terms of the Revised Offer
contained in this announcement).

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

Dividend Entitlements under the Revised Offer

The IPF Board intends to pay the Special Dividend to all IPF Shareholders on
IPF's register of members at the Scheme Record Time, which, when declared,
will be conditional upon the sanction of the Scheme by the Court at the
Sanction Hearing. Such payment of the Special Dividend will be made with the
consent of Bidco.

If the Scheme is not sanctioned by the Court at the Sanction Hearing, the
Special Dividend will not be paid by IPF.

If the Scheme is sanctioned by the Court at the Sanction Hearing, the Special
Dividend will be paid not more than 14 days after the Effective Date and in a
manner consistent with the payment of dividends in the ordinary course by IPF.

If any dividend and/or other distribution and/or other return of capital is
announced, declared, made or paid, or becomes payable, in respect of IPF
Shares on or after the date of the 2.7 Announcement and before the Effective
Date (other than the Permitted Dividend or the Special Dividend) including any
amount(s) by which the Special Dividend exceeds 15 pence per IPF Share, Bidco
will be required to reduce the consideration payable in respect of each IPF
Share under the Acquisition by: (i) the amount of such excess, in
circumstances where the Special Dividend exceeds 15 pence per IPF Share; or
(ii) in all other cases, the amount of any such dividend and/or other
distribution and/or other return of capital. If Bidco makes such a reduction
in respect of a dividend, other distribution or return of capital that has not
been paid, IPF Shareholders will be entitled to receive and retain that
dividend, other distribution or return of capital.

As further set out in the Scheme Document, Bidco also reserves the right to
elect to implement the Acquisition by way of an offer as an alternative to the
Scheme.

Irrevocable Undertakings and Letter of Intent

In addition to the irrevocable undertakings received from the IPF Directors
(as described in the Scheme Document), which remain binding in relation to the
Revised Offer, Bidco has received an irrevocable undertaking to vote (or
procure the voting) in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting (or, in the event that the Revised Offer is
implemented by way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer) from Janus Henderson Investors UK Limited ("Janus Henderson")
in respect of a total of 9,164,015 IPF Shares representing, in aggregate,
approximately 4.08 per cent. of the existing issued ordinary share capital of
IPF as at 24 February 2026, being the last Business Day prior to the date of
this announcement.

In addition to the irrevocable undertakings referred to above, Bidco has also
received a letter of intent to vote in favour of the Scheme at the Court
Meeting and the Resolution at the General Meeting (or, in the event that the
Revised Offer is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer) from JO Hambro Capital Management Limited in
respect of a total of 6,835,461 IPF Shares representing, in aggregate,
approximately 3.04 per cent. of the existing issued ordinary share capital of
IPF as at 24 February 2026, being the last Business Day prior to the date of
this announcement.

In aggregate therefore, Bidco has received irrevocable undertakings and a
letter of intent to vote in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting (or, in the event that the Revised Offer is
implemented by way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer) in respect of a total of 18,636,101 IPF Shares representing
approximately 8.30 per cent. of the total issued share capital of IPF as at 24
February 2026, being the last Business Day prior to the date of this
announcement.

Further details of these irrevocable undertakings and letter of intent,
including the circumstances pursuant to which the irrevocable undertaking from
Janus Henderson will cease to be binding, are set out in Appendix I to this
announcement.

Recommendation

The IPF Directors, who have been so advised by Stephens as to the financial
terms of the Revised Offer, consider the terms of the Revised Offer 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.

The IPF Directors continue to recommend unanimously that Scheme Shareholders
vote in favour of the Scheme at the Court Meeting and that IPF Shareholders
vote in favour of the Resolution at the General Meeting (or, in the event that
the Acquisition as amended by this announcement 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 Business Day prior to the publication of this
announcement). Further details of these undertakings are set out in paragraph
7 of Part VI (Additional Information on IPF and Bidco) of the Scheme Document.

Action to be taken by IPF Shareholders

As described in the Scheme Document, to become Effective the Scheme requires,
among other things, the approval of the Scheme Shareholders at the Court
Meeting and the IPF Shareholders at the General Meeting, as well as the
sanction of the Scheme by the Court.

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
representation of opinion of the Scheme Shareholders. Whether or not you
intend to attend in person and/or vote at the Court Meeting, you are strongly
advised to sign and return your BLUE Form of Proxy (by post) or transmit a
proxy appointment and voting instruction (electronically, online or through
CREST) for the Court Meeting as soon as possible.

The Board of IPF recognises the turnover in IPF's share register during the
offer period and encourages all shareholders to exercise their voting rights
at the shareholder meetings.

The completion and return of the Forms of Proxy (by post) (or transmission of
a proxy appointment or voting instruction electronically, online, through
CREST, or by any other procedure described in the Scheme Document) will not
prevent you from attending in person, submitting written questions and/ or any
objections (in the case of the Court Meeting) and voting at the Court Meeting
or the General Meeting, if you are so entitled and wish to do so.

Forms of Proxy in respect of the Court Meeting and the General Meeting should
be signed and returned to IPF's registrar, MUFG Corporate Markets (in
accordance with the instructions set out in the Forms of Proxy and the Scheme
Document), so as to be received as soon as possible and, in any event, not
later than 48 hours before the relevant Meeting, excluding any party of a day
that is not a Business Day.

If the BLUE Form of Proxy for the Court Meeting is not lodged by the relevant
time, an original copy of the completed and signed BLUE Form of Proxy may be
handed to the representatives of MUFG Corporate Markets or the Chair of the
Court Meeting before the start of the Court Meeting and will still be valid.
However, in the case of the General Meeting, if the WHITE Form of Proxy is not
lodged by the relevant time, it will be invalid.

IPF Shareholders who DO NOT wish to change their voting instructions

IPF Shareholders who have already submitted validly completed Forms of Proxy,
or submitted proxy instructions electronically, online or through CREST, for
the Court Meeting and the General Meeting, and who DO NOT wish to change their
voting instructions, do not need to take any further action as their
previously submitted proxy voting instructions will continue to be valid in
respect of the Court Meeting and the General Meeting in connection with the
Revised Offer.

IPF Shareholders who DO wish to change their voting instructions

IPF Shareholders who have already submitted Forms of Proxy for the Court
Meeting and/or the General Meeting and who now wish to change their voting
instructions, should contact MUFG Corporate Markets on 0371 664 0300 within
the United Kingdom or on +44 (0)371 664 0300 from overseas. 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. IPF Shareholders who have
already appointed a proxy online or through CREST or by any other procedure
described in the Scheme Document, for the Court Meeting and/or the General
Meeting and who now wish to change their voting instructions are able to do so
via CREST or using such other procedure as was used in respect of the original
appointment.

General

Bidco's strategic rationale for the Acquisition remains unchanged and is set
out in paragraph 3 of Part 1 of the Scheme Document. The Revised Offer does
not change Bidco's intentions as regards the business, management, employees,
existing contractual and statutory employment rights, pensions, incentive
arrangements, research and development, fixed assets, locations or trading
facilities of IPF, or the proposals in respect of IPF Share Plans, each as set
out in the Scheme Document or the letters already sent to participants in the
IPF Share Plans informing them on the effect of the Scheme on their rights
under the IPF Share Plans.

The background to and the IPF Board's reasons for recommending the Acquisition
remain unchanged and are set out in paragraph 4 of Part I of the Scheme
Document. In particular, in considering the recommendation of the Acquisition
as amended by this announcement to IPF Shareholders, the IPF Board has given
due consideration to financial terms of the Acquisition, including the payment
of the Special Dividend, IPF's current trading performance and Bidco's plans
for the business.

Other than the changes to the terms of the offer set out in this announcement
and the financial and trading updates set out in IPF's statement of its annual
results for the year ended 31 December 2025 published today, there are no
disclosures required to be made under Rule 27.2(a), 27.2(b) or 27.2(c) of the
Takeover Code by Bidco or by IPF respectively.

Each of Jefferies, Deutsche Bank, Stephens, Peel Hunt and Panmure Liberum has
given and not withdrawn its written consent to the issue of this announcement
with the inclusions of the reference to its name in the form and context in
which they appear.

Copies of this announcement and the consent letters referred to herein will,
subject to certain restrictions relating to persons residing in Restricted
Jurisdictions, be available on Bidco's website at www.bpdisclosures.com and on
IPF's website at www.ipfin.co.uk, respectively, from no later than 12 noon on
the Business Day following the date of this announcement until the end of the
Offer Period.

 

Enquiries:

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

 

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

 

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

Addleshaw Goddard LLP is acting as legal adviser to IPF.

Important notices relating to financial advisers

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.

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.

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).

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.
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.

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 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 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.

 

 

Appendix 1

Details of Irrevocable Undertakings and Letter of Intent

Irrevocable Undertaking

Janus Henderson has given an irrevocable undertaking in its capacity as
investment advisor in respect of the following IPF Shares to vote (or procure
the voting) in favour of the Scheme at the Court Meeting and the Resolution at
the General Meeting or, in the event that the Acquisition is implemented by
way of a Takeover Offer, to accept (or procure the acceptance of) such
Takeover Offer:

 Name of person entering into undertaking                                       Total number of IPF Shares in respect of which undertaking is given  Percentage of issued IPF Shares as at 24 February 2026
 Janus Henderson Investors UK Limited, as Investment Adviser for and on behalf  9,164,015                                                            4.08%
 of Lowland Investment Company plc and the Law Debenture Corporation plc

 

The irrevocable undertaking from Janus Henderson and the obligations
thereunder shall lapse and cease to have effect on and from the earlier of the
following occurrences:

(a)  Bidco publicly announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition and no new or replacement offer or
scheme is announced pursuant to the Code at the same time; or

(b)  the Scheme lapses or is withdrawn and Bidco publicly confirms that it
does not intend to proceed with the Acquisition or to implement the
Acquisition by way of a Takeover Offer or otherwise; or

(c)  the Scheme has not become Effective by 5:30 pm (London time) on the
Long Stop Date or such later time or date as Bidco and IPF (with the consent
of the Panel) agree, or the Panel may require; or

(d)  if any competing offer for the entire issued and to be issued share
capital of IPF becomes unconditional (if implemented by way of a takeover
offer) or becomes effective (if implemented by way of a scheme of
arrangement).

This irrevocable undertaking remains binding in the event a competing offer is
made for IPF.

Janus Henderson has undertaken not to sell, encumber or otherwise dispose of
the IPF Shares subject to its irrevocable undertaking.

If Bidco exercises its right to implement the Acquisition by way of a Takeover
Offer, the irrevocable undertaking requires Janus Henderson to accept such
Takeover Offer.

Letter of Intent

 Name of person entering into letter of intent  Total number of IPF Shares in respect of which letter of intent is given  Percentage of issued IPF Shares as at 24 February 2026
 JO Hambro Capital Management Limited           6,835,461                                                                 3.04%

 

Bidco has received a letter of intent to vote in favour of the Scheme at the
Court Meeting and the Resolution at the General Meeting (or in the event that
the Acquisition is implemented by way of a Takeover Offer, to accept or
procure the acceptance of such Takeover Offer) from JO Hambro Capital
Management Limited, in respect of 6,835,461 IPF Shares representing
approximately 3.04 per cent. of the total issued share capital of IPF as at 24
February 2026, being the last Business Day prior to the date of this
announcement.

This letter of intent does not oblige JO Hambro Capital Management Limited to
vote in any manner in connection with the Acquisition.

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