REG - IPF Parent Hldgs Ltd Intnl Personal Fin - Update on Irrevocable Undertaking

International Personal FinanceAnnouncement

Wed 07:00

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RNS Number : 1365W  IPF Parent Holdings Limited  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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

11 March 2026

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

RECOMMENDED FINAL* 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

Update on Irrevocable Undertaking

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.

On 25 February 2026, the boards of Bidco and IPF announced (the "Revised Offer
Announcement") that they had reached agreement on a Revised Offer for the
Acquisition to increase the cash value to be received by IPF Shareholders.
Bidco announced in the Revised Offer Announcement that the Revised Offer
represented 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).

Additionally, the Revised Offer Announcement also stated that Bidco had
received an irrevocable undertaking from Janus Henderson Investors UK Limited
(as Investment Advisor, for and on behalf of Lowland Investment Company plc
and the Law Debenture Corporation plc) ("Janus Henderson") 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 9,164,015 IPF Shares representing, in aggregate, approximately 4.08
per cent. of the existing issued ordinary share capital of IPF as at the last
Business Day prior to the date of the Revised Offer Announcement. (the "Janus
Henderson Irrevocable Undertaking").

Irrevocable Undertaking

Bidco has been informed by Janus Henderson that it was unable to submit voting
instructions to vote in favour, or procure the vote in favour, of the Scheme
at the Court Meeting and the Resolution at the General Meeting, in respect of
7,833,837 of the 9,164,015 IPF Shares in which it is interested, which
represented approximately 3.49 per cent. of the existing issued share capital
of IPF as at 10 March 2026 (the "Loaned Shares"), being the last Business Day
prior to the date of this announcement owing to such Loaned Shares being the
subject of stock lending arrangements. Janus Henderson is therefore not in a
position to vote the Loaned Shares in favour of the Scheme and the Resolution.

Accordingly therefore, the total number of IPF Shares which are subject to
irrevocable undertakings or 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) is 10,322,264 IPF Shares
representing approximately 4.60 per cent. of the total issued share capital of
IPF as at 10 March 2026, being the last Business Day prior to the date of this
announcement.

The Court Meeting and the General Meeting are due to take place later today.

Unless otherwise defined, capitalised terms used in this announcement have the
same meanings as set out in the Scheme Document and the Revised Offer
Announcement.

 

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

 

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.

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.

 

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