Recommended Cash Acquisition

IPF Parent Holdings Limited

29 December 2025

 

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

24 December 2025

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

Summary

·   The boards of IPF Parent Holdings Limited ("Bidco") and International Personal Finance Plc ("IPF") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of IPF (the "Acquisition").

·     Under the terms of the Acquisition, IPF Shareholders will be entitled to receive:

for each IPF Share: 235 pence in cash (the "Cash Consideration")

·   Under the terms of the Acquisition, eligible IPF Shareholders will additionally be entitled to retain any final dividend which may be declared by IPF in respect of its financial year ended 31 December 2025 up to a maximum final dividend of 9 pence per IPF Share (the "Permitted Dividend"). Any such final dividend is expected to be declared on 25 February 2026, alongside IPF's 2025 full-year results.

·   The terms of the Acquisition value the entire issued and to be issued ordinary share capital of IPF at approximately £543 million (not including any Permitted Dividend) and represent a premium of approximately:

o  31.1 per cent. to the Closing Price of 179.2 pence per IPF Share on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  45.3 per cent. to the volume-weighted average price of 161.8 pence per IPF Share for the three-month period ended on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  62.0 per cent. to the volume-weighted average price of 145.1 pence per IPF Share for the six-month period ended on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period); and

o  61.9 per cent. to the volume-weighted average price of 145.1 pence per IPF Share for the twelve-month period ended on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period).

·    The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between IPF and Scheme Shareholders under Part 26 of the Companies Act, although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer.

·    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 this Announcement and before the Effective Date (other than the Permitted Dividend), including any amount by which the final dividend of IPF in respect of its financial year ending on 31 December 2025 exceeds 9 pence per IPF Share, Bidco reserves the right to reduce the consideration payable in respect of each IPF Share under the Acquisition by: (i) in circumstances where the final dividend of IPF in respect of its financial year ending on 31 December 2025 exceeds 9 pence per IPF Share, the amount of such excess; or (ii) in all other cases, the amount of any such dividend and/or other distribution and/or other return of capital. If Bidco exercises this right or 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.

Background to and reasons for the Acquisition

·    Bidco believes that IPF, since its founding in 1997, has built an attractive and differentiated business model, underpinned by its specialist capabilities, that have enabled it to evolve into a global financial services business.

·   As a leading provider of financial services internationally, IPF plays a vital role by providing accessible credit to individuals who are unbanked, underserved, or lack sufficient credit history to adequately participate in the banking ecosystem. Bidco recognises the social importance of this mission and is committed to supporting IPF in its purpose of building a better world through financial inclusion.

·    Bidco is attracted to IPF's track record of establishing specialist lending products and capabilities across nine different geographies. IPF's distinctive ability to provide both home credit and digital offerings is a highly compelling proposition for their underserved customer base who often have unique credit histories. With its differentiated business model, strong financial foundation and experienced management team, IPF has consistently delivered attractive, sustainable returns, through leveraging its established competitive advantage and close customer relationships. IPF's long history, spanning nearly 29 years, has led to IPF creating, managing, and now innovating on its scaled customer representative infrastructure.

·    Bidco believes that under private ownership, IPF will be better positioned to maximise its future growth potential and financial performance. Operating under BasePoint ownership would allow IPF and its management team to adopt a more flexible approach in setting and executing IPF's strategy to deepen customer engagement in a sustainable and purpose-led manner, whilst leveraging BasePoint's resources and expertise. With the benefit of BasePoint's significant expertise in the sector, alongside IPF's deep knowledge of its markets, there exists scope to further enhance the existing customer proposition through the development of new products and launches in new geographies while catering to evolving customer and regulatory demands and trends. This could include exploring adjacent offerings that complement IPF's core lending proposition or innovating within existing product frameworks to enhance value to the customer in an ethical and responsible manner. In parallel, further expansion into regional markets where lending momentum remains strong with a digital-led offering will help in developing the platform for scalable growth. While any such initiatives would require careful evaluation, they could form part of a broader ambition to strengthen competitive positioning and financial inclusion.

·    BasePoint also recognises that financial vulnerability, stemming primarily from economic disparities, poses a significant challenge, and that IPF has an important role to play in addressing this issue. In particular, BasePoint intends to support and further develop "Invisibles", IPF's flagship community initiative, to reach new invisible groups and make a lasting, positive impact on financially vulnerable people.

·   BasePoint has an extensive track record of deploying capital in regulated consumer financial services businesses and leveraging its expertise to help those businesses and their management teams in achieving their strategic ambitions.  With its investment and detailed engagement through Bidco, BasePoint and its affiliates will leverage their highly relevant experience and capabilities developed through prior transactions in the consumer finance sector. BasePoint believes that, following the completion of the Acquisition, it will be able to accelerate and enhance the transformation of IPF under BasePoint's ownership for the benefit of customers, employees and other stakeholders.

Recommendation

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

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

Background to and reasons for the recommendation

·    The IPF Board, whilst reviewing the options available to IPF to enable its market valuation to more fully reflect the business's opportunities and prospects, were approached by BasePoint in November 2024 with a proposal to acquire IPF. Over the subsequent months, IPF received three subsequent improved proposals, the last one of which the IPF Board deemed worth giving further consideration to. This resulted in BasePoint, having completed confirmatory due diligence, making further improved indicative proposals, the last of which was on the terms set out in this Announcement.

·    The IPF Board believes that the Acquisition represents an attractive opportunity for IPF Shareholders to realise the full value of their investment set against the inherent uncertainty of realising the value that could be generated by IPF's business in the future, given current global macroeconomic uncertainty, competitive forces, an ever-changing regulatory landscape and the risks of operating in emerging markets undergoing rapid, and often unpredictable, economic and political development.

·    Whilst the IPF Board remains confident in the strategy and long-term prospects of IPF's business on a standalone basis and the opportunity to accelerate growth, it also recognises the risks associated with IPF executing on its strategy and delivering value to IPF Shareholders as an independent listed company, notably when set against shareholders' wishes to see growth opportunities, conservative financial leverage and balance sheet management, a progressive dividend policy and a share buyback programme.

Information on Bidco and BasePoint

·    BasePoint is a leading provider in the United States of asset-based financing and liquidity to select specialty finance companies. BasePoint's borrowers primarily comprise originators of unsecured consumer receivables and originators of small business loans and providers of merchant cash advance solutions.

·    BasePoint Vehicles have extended over $13 billion in committed financings since 2011.

·    Bidco is a private company limited by shares registered in England and Wales and was incorporated on 13 August 2025 with company number 16648284. Bidco is a wholly-owned subsidiary of BP PMKN LLC, an entity in the BasePoint Group. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Information on IPF

·    IPF is a leading international financial services provider, headquartered in Leeds, West Yorkshire, UK.  Established in 1997 as a division of Provident Financial, IPF was demerged and listed on the London Stock Exchange in 2007. IPF is a constituent of the FTSE 250 Index.

·    IPF specialises in delivering unsecured consumer credit and value-added services to underserved consumers across nine markets: Poland, Hungary, Romania, Czech Republic, Mexico, Australia, Latvia, Lithuania, and Estonia. Through its diversified product suite, including home credit, digital instalment loans, credit cards, retail credit, digital credit lines, and a mobile wallet, IPF responsibly serves approximately 1.7 million customers.

Timetable and Conditions

·    The Acquisition is subject to, among other things, approvals of the IPF Shareholders and the sanction of the Scheme by the Court. The Acquisition is also subject to the other terms and Conditions set out in Appendix 1 to this Announcement, in particular the receipt of:

o  the required financial regulatory clearances to effect the Acquisition in Poland, Hungary, Lithuania, Estonia and Romania;

o  the required antitrust clearances to effect the Acquisition in Poland and Mexico; and

o  the required foreign investment clearance to effect the Acquisition in Romania,

and to the full terms and conditions to be set out in the Scheme Document.

·    The Acquisition will be put to IPF Shareholders at the Court Meeting and at the General Meeting. Completion of the Acquisition will be conditional, among other things, on the following matters:

o  the approval of the Scheme by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the IPF Shares voted;

o  the passing by the IPF Shareholders (representing at least 75 per cent. of votes cast) of the Special Resolution at the General Meeting; and

o  the Scheme being sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and IPF) and an office copy of the Court Order being delivered to the Registrar of Companies.

·    The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the actions to be taken by IPF Shareholders. The Scheme Document will be posted to IPF Shareholders within 28 days of the date of this Announcement (unless a later date is agreed between Bidco, IPF and the Panel).

·    The Acquisition is expected to complete during Q3 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix 1 to this Announcement.

Comments on the Acquisition

·    Commenting on the Acquisition, Eric Schneider, Chief Executive Officer of BasePoint, said:

"IPF is a business we've followed for some time and have been consistently impressed by its positioning across nine different geographies as a leading provider of credit to underbanked and underserved individuals. With our deep experience in consumer specialty finance in the U.S., we believe BasePoint is well placed to help IPF build on its strengths and continue evolving its business model as a differentiated provider of consumer credit. We're excited and look forward to partnering with the management team to support the next phase of IPF's growth"

·    Commenting on the Acquisition, Stuart Sinclair, Chair of IPF, said:

"I am proud of the significant progress that IPF has made in our commitment to financial inclusion, making a real difference to the lives of over 15 million customers. Over recent years, IPF has had to navigate significant macroeconomic challenges, competitive forces, an ever-changing regulatory landscape and risks of operating in emerging markets. Throughout this period, the IPF Board and management team have successfully adjusted the business model to remain focused on our core purpose of financial inclusion.

The IPF Board has been considering its options to ensure that the market value better reflects the business's opportunities and prospects, having consistently traded at a substantial discount to comparable international businesses over the past ten years. Whilst the Board continues to believe in the strategy and long-term prospects of IPF on a standalone basis, we recognise that the acquisition allows IPF Shareholders to monetise their entire investment for cash at a fair price. We believe that the business will benefit from BasePoint's ownership and its commitment to fulfil IPF's purpose of building a better world through financial inclusion.

Following careful consideration, the IPF Directors have unanimously concluded that they intend to recommend this offer, considering it to be in the interests of all our shareholders and wider stakeholders."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices.

The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1 to this Announcement. The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2. Details of irrevocable undertakings received by Bidco are set out in Appendix 3. Appendix 4 contains details and bases of belief of the FY25 Profit Forecast. The defined terms used in this Announcement are set out in Appendix 5.

Enquiries:

BasePoint and Bidco                                                                                   Tel: [phone]
BasePoint Investor Relations                                                                                                        

Jefferies (Financial Adviser to BasePoint and Bidco)                        Tel: [phone]
Philip Noblet
Graham Davidson

James Umbers

Taha Ahmed

Deutsche Bank (Financial Adviser to BasePoint and Bidco)                     Tel: [phone]
Derek Bomar
Ian Wesson

Derek Shakespeare

James Gordon

IPF                                                                                                        Tel: [phone]
Gerard Ryan (CEO)

Gary Thompson (CFO)                                                                                                                 

Stephens (Financial Adviser to IPF)                                                   Tel: [phone]
Lawrence Guthrie

Blair Farinholt

Yashin Mody

Peel Hunt (Joint Corporate Broker to IPF)                                       Tel: [phone]

Andrew Buchanan

Michael Nicholson

Thomas Philpott

Panmure Liberum (Joint Corporate Broker to IPF)                         Tel: [phone]

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 will be 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.

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

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

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

Forward-looking statements

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

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

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

No profit forecasts or estimates

The FY25 Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. The FY25 Profit Forecast, and the assumptions and basis of preparation on which the FY25 Profit Forecast is based and the IPF Directors' confirmation, as required by Rule 28.1 of the Code, are set out in Appendix 4 to this Announcement.

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

Disclosure requirements of the Code

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

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

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

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

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.bpdisclosures.com 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 [phone] 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 the figures that precede them.

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

24 December 2025

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

1.         Introduction

The boards of Bidco and IPF are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of IPF (the "Acquisition").

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the conditions set out below and in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, IPF Shareholders will be entitled to receive:

for each IPF Share: 235 pence in cash (the "Cash Consideration")

Under the terms of the Acquisition, eligible IPF Shareholders will additionally be entitled to retain any final dividend which may be declared by IPF in respect of its financial year ended 31 December 2025 up to a maximum final dividend of 9 pence per IPF Share (the "Permitted Dividend"). Any such final dividend is expected to be declared on 25 February 2026, alongside IPF's 2025 full-year results.

The terms of the Acquisition value the entire issued and to be issued ordinary share capital of IPF at approximately £543 million (not including any Permitted Dividend) and represent a premium of approximately:

o  31.1 per cent. to the Closing Price of 179.2 pence per IPF Share on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  45.3 per cent. to the volume-weighted average price of 161.8 pence per IPF Share for the three-month period ended on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  62.0 per cent. to the volume-weighted average price of 145.1 pence per IPF Share for the six-month period ended on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period); and

o  61.9 per cent. to the volume-weighted average price of 145.1 pence per IPF Share for the twelve-month period ended on 29 July 2025 (being the last Business Day prior to the commencement of the Offer Period).

The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between IPF and Scheme Shareholders under Part 26 of the Companies Act, although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer.

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 this Announcement and before the Effective Date (other than the Permitted Dividend), including any amount by which the final dividend of IPF in respect of its financial year ending on 31 December 2025 exceeds 9 pence per IPF Share, Bidco reserves the right to reduce the consideration payable in respect of each IPF Share under the Acquisition by: (i) in circumstances where the final dividend of IPF in respect of its financial year ending on 31 December 2025 exceeds 9 pence per IPF Share, the amount of such excess; or (ii) in all other cases, the amount of any such dividend and/or other distribution and/or other return of capital. If Bidco exercises this right or 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.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement, including, among other things: (i) the required financial regulatory clearances to effect the Acquisition in Poland, Hungary, Lithuania, Estonia and Romania, the required antitrust clearances to effect the Acquisition in Poland and Mexico and the required foreign investment clearance to effect the Acquisition in Romania; (ii) the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting; (iii) the sanction of the Scheme by the Court; and (iv) the Scheme becoming Effective by no later than 11:59 p.m. on the Long Stop Date. In order to become Effective, the Scheme must be approved by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of such meeting.

IPF Shares will be acquired by Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid (other than the Permitted Dividend) or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of IPF Shares.

3.         Background to and reasons for the Acquisition

Bidco believes that IPF, since its founding in 1997, has built an attractive and differentiated business model, underpinned by its specialist capabilities, that have enabled it to evolve into a global financial services business.

As a leading provider of financial services internationally, IPF plays a vital role by providing accessible credit to individuals who are unbanked, underserved, or lack sufficient credit history to adequately participate in the banking ecosystem. Bidco recognises the social importance of this mission and is committed to supporting IPF in its purpose of building a better world through financial inclusion.

Bidco is attracted to IPF's track record of establishing specialist lending products and capabilities across nine different geographies. IPF's distinctive ability to provide both home credit and digital offerings is a highly compelling proposition for their underserved customer base who often have unique credit histories. With its differentiated business model, strong financial foundation and experienced management team, IPF has consistently delivered attractive, sustainable returns, through leveraging its established competitive advantage and close customer relationships. IPF's long history, spanning nearly 29 years, has led to IPF creating, managing, and now innovating on its scaled customer representative infrastructure.

Bidco believes that under private ownership, IPF will be better positioned to maximise its future growth potential and financial performance. Operating under BasePoint ownership would allow IPF and its management team to adopt a more flexible approach in setting and executing IPF's strategy to deepen customer engagement in a sustainable and purpose-led manner, whilst leveraging BasePoint's resources and expertise. With the benefit of BasePoint's significant expertise in the sector, alongside IPF's deep knowledge of its markets, there exists scope to further enhance the existing customer proposition through the development of new products and launches in new geographies while catering to evolving customer and regulatory demands and trends. This could include exploring adjacent offerings that complement IPF's core lending proposition or innovating within existing product frameworks to enhance value to the customer in an ethical and responsible manner. In parallel, further expansion into regional markets where lending momentum remains strong with a digital-led offering will help in developing the platform for scalable growth. While any such initiatives would require careful evaluation, they could form part of a broader ambition to strengthen competitive positioning and financial inclusion.

BasePoint has an extensive track record of deploying capital in regulated consumer financial services businesses and leveraging its expertise to help those businesses and their management teams in achieving their strategic ambitions.  With its investment in and detailed engagement through Bidco, BasePoint and its affiliates will leverage their highly relevant experience and capabilities developed through prior transactions in the consumer finance sector. BasePoint believes that, following the completion of the Acquisition, it will be able to accelerate and enhance the transformation of IPF under BasePoint's ownership for the benefit of customers, employees and other stakeholders.

BasePoint also recognises that financial vulnerability, stemming primarily from economic disparities, poses a significant challenge, and that IPF has an important role to play in addressing this issue. In particular, BasePoint intends to support and further develop "Invisibles", IPF's flagship community initiative, to reach new invisible groups and make a lasting, positive impact on financially vulnerable people.

4.         Recommendation

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

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

5.         Background to and reasons for the recommendation

IPF commenced business in the late 1990s as the international division of Provident Financial.  At that time Provident Financial's core business was the provision of small sum, unsecured personal loans through a network of agents who visited prospective borrowers at their homes and then undertook collections in person, usually on a weekly basis.  Provident Financial was originally a business operating only in the United Kingdom and the Republic of Ireland and saw the opportunity of using its experience to build a similar business in emerging markets where it was believed that there were compelling opportunities to deliver sustainable growth.  This strategy was very successful and, by 2007, Provident Financial's international operations constituted significant businesses in a number of central European countries and in Mexico.  The rate of growth of these businesses far exceeded that of Provident Financial's more mature core business in the UK and Ireland, and the decision was taken to demerge the international business by establishing IPF as a separate UK listed company with a valuation which reflected its better growth prospects. 

Since the demerger, IPF has continued to grow well and, while it continues to be listed and headquartered in the UK, none of its trading businesses or customers are in that jurisdiction.  In 2015 IPF acquired MCB Finance Group, a fintech lender with operations in the Baltics, Finland and Australia. This acquisition has evolved to become IPF's digital division.

Over the last decade, IPF has successfully adjusted its business model to reflect changes in regulation and customer preference in each of the countries in which it operates. It has also expanded its digital offerings for customers and the number of distribution channels being used, and has also added revolving credit and credit cards to its product portfolio.  Throughout, IPF's core purpose has remained unchanged: to build a better world through financial inclusion by providing access to affordable credit and great value insurance products for customers who are often unable to access credit from traditional lenders. IPF prides itself on its responsible and ethical approach to providing its financial products and services to customers who are afforded fewer choices than those with stronger economic status.

In the initial period following the demerger, IPF was fairly valued reflecting its growth prospects.  Over the last ten years, despite delivery of strong profits, high returns on capital and continuing to have good growth prospects, IPF's valuation has consistently been at a substantial discount to comparable international businesses.

The IPF Board remains confident in the strategy and long-term prospects of IPF's business on a standalone basis and also the opportunity to accelerate growth. The IPF Board is however cognisant of shareholders' wishes to see growth opportunities, conservative financial leverage and balance sheet management and a progressive dividend policy and a share buyback programme fully reflected in the market capitalisation of the IPF Group.

Whilst reviewing the options available to IPF to enable its market value to reflect more fully the business's opportunities and prospects, the IPF Board was approached in November 2024 by BasePoint who expressed an interest in making an offer for IPF.    

For BasePoint, the acquisition of IPF is strategic: the IPF Group operates in a consumer lending segment that BasePoint's leadership are very familiar with, having financed and made preferred equity investments in a number of similar businesses. An acquisition of IPF would diversify the geographic footprint of BasePoint Vehicles' financing activity to include Mexico and Europe.  BasePoint also brings access to substantial and cost-effective funding and will aim to grow IPF more quickly than has previously been possible. For these reasons BasePoint has been able to offer an attractive premium to the current and recent share price of IPF.

BasePoint made an initial offer proposal in November 2024 which was rejected by the IPF Board as it was at a level which the IPF Board felt did not adequately reflect an appropriate value of IPF and its future prospects.  Three subsequent improved proposed offers were made over the subsequent months, the last one of which the IPF Board deemed worth giving further consideration to.  This resulted in BasePoint, having completed confirmatory due diligence, making further improved indicative proposals, the last of which was on the terms set out in this Announcement.

The IPF Board has carefully considered the options available to IPF and while it continues to believe in the strategy and long-term prospects of IPF's business on a standalone basis and the opportunity to accelerate growth, it also recognises the risks associated with IPF executing on its strategy and delivering value to IPF Shareholders as an independent listed company, notably when set against shareholders' wishes to see growth opportunities, conservative financial leverage and balance sheet management, a progressive dividend policy and a share buyback programme, and it has therefore concluded that the offer from BasePoint is in the best interests of IPF and the IPF Shareholders for the following reasons:

·    the terms of the Acquisition represent an attractive premium of:

o  31.1 per cent. to the Closing Price of 179.2 pence per IPF Share on 29 July 2025 (being the last Business Day prior to the date of the Rule 2.4 Announcement, and the commencement of the Offer Period);

o  45.3 per cent. to the volume-weighted average price of 161.8 pence per IPF Share for the three-month period ended on 29 July 2025;

o  62.0 per cent. to the volume-weighted average price of 145.1 pence per IPF Share for the six-month period ended on 29 July 2025; and

o  61.9 per cent. to the volume-weighted average price of 145.1 pence per IPF Share for the twelve-month period ended on 29 July 2025;

·    it provides an opportunity to achieve a full crystallisation of value in cash for IPF Shares in which there is limited daily liquidity, and for which it would be challenging otherwise for IPF Shareholders to monetise their shareholdings in full without adversely affecting the IPF Share price;

·    the certainty of realising cash under the Acquisition should be weighed against the inherent uncertainty of realising the value that could be generated by IPF's business in the future, given current global macroeconomic uncertainty, competitive forces, an ever-changing regulatory landscape and the risks of operating in emerging markets undergoing rapid, and often unpredictable, economic and political development; and

·    IPF Shares have traded consistently at a material discount to comparable international companies, and it is not clear when or if this discount would narrow if IPF remains listed.

In addition to the financial terms, the IPF Board has taken into account BasePoint's intentions concerning IPF's business, management team, employees and other IPF stakeholders.

The IPF Board believes that IPF will also benefit from ownership by BasePoint with its financial, operational and leadership resources and international platform which will support IPF in investing for growth and accelerating the deployment of its purpose-led strategy, benefiting customers and employees, and ultimately helping IPF to continue to fulfil its purpose of building a better world through financial inclusion.  IPF looks forward to working with BasePoint on plans to evolve its strategy to grow and transform its business post completion of the Acquisition.

The IPF Board has considered BasePoint's intentions regarding the employees of IPF, and is pleased to note that BasePoint values their continued contribution to IPF's long term success. The IPF Board welcomes, in particular, the intention that there are to be no material headcount reductions in the first 12 months (other than in relation to the listed company functions, which the IPF Board recognises may not be required due to IPF ceasing to be a listed company), and no material change to the conditions of employment or the balance of employees' skills and functions. The IPF Board is also pleased to note BasePoint's confirmation that, following the completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all IPF employees will be fully safeguarded in accordance with applicable laws.

The IPF Board is pleased by BasePoint's culture of compliance, and the commitment from BasePoint to IPF to work constructively with IPF's regulators in each market in which IPF operates. BasePoint is committed to making all required regulatory notifications in a timely manner.  In addition, BasePoint looks forward to engaging with IPF's other existing stakeholders, including its local lenders, the holders of its Euro Medium Term Notes, as well as the related ratings agencies.

The IPF Board also welcomes the commitment from BasePoint to support and continue to develop "Invisibles", IPF's flagship community initiative, to reach new invisible groups and make a lasting, positive impact on financially vulnerable members of society and work closely with IPF's key stakeholders.

Accordingly, having considered all of these factors, the IPF Board intends to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and IPF Shareholders vote in favour of the Special Resolution at the General Meeting.

6.         Information on Bidco and BasePoint

BasePoint is a leading provider in the United States of asset-based financing and liquidity to select specialty finance companies. BasePoint's borrowers primarily comprise originators of unsecured consumer receivables and originators of small business loans and providers of merchant cash advance solutions. 

BasePoint's team of professionals has extensive institutional expertise in asset-based lending, whole-loan sale and servicing and securitization transactions. The team possesses a common risk management approach given its institutional backgrounds at Morgan Stanley, UBS, JP Morgan, Nomura and GE.

BasePoint Vehicles have extended over $13 billion in committed financings since 2011. 

Bidco is a private company limited by shares registered in England and Wales and was incorporated on 13 August 2025 with company number 16648284. Bidco is a wholly-owned subsidiary of BP PMKN LLC, an entity in the BasePoint Group. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

7.         Information relating to the IPF Group

IPF is a leading international financial services provider, headquartered in Leeds, West Yorkshire, UK. Established in 1997 as a division of Provident Financial, IPF was demerged and listed on the London Stock Exchange in 2007. IPF is a constituent of the FTSE 250 Index.

IPF specialises in delivering unsecured consumer credit and value-added services to underserved consumers across nine markets: Poland, Hungary, Romania, Czech Republic, Mexico, Australia, Latvia, Lithuania, and Estonia. Through its diversified product suite, including home credit, digital instalment loans, credit cards, retail credit, digital credit lines, and a mobile wallet, IPF responsibly serves approximately 1.7 million customers.

The IPF Group's purpose is to build a better world through financial inclusion, providing access to affordable credit for individuals who often face barriers to traditional financial services. Over the past 26 years, IPF has served more than 15 million customers, focusing on transparency and ethical lending practices to empower customers towards financial stability and inclusion. IPF operates within a highly regulated environment, adapting to evolving market and regulatory landscapes to meet the changing needs of its customers. The IPF Group's commitment to innovation and digital transformation has been instrumental in expanding its geographic footprint and enhancing its service offerings.

The IPF Group delivers its purpose through approximately 20,500 colleagues and customer representatives. 

For the financial year ended 31 December 2024, IPF reported revenues of £726.3 million and profit before tax of £73.3 million.

On 30 July 2025, IPF published its half year financial report for the six months ended 30 June 2025, in which it reported profit before tax of £49.9m for the six months to 30 June 2025.

On 22 October 2025, IPF published a trading update. In that announcement, IPF announced the following in relation to its outlook and opportunities:

We enter the fourth quarter with strong momentum across the Group, excellent credit quality and a robust balance sheet. With our Next Gen strategy driving growth and efficiency, we are well placed to deliver a full-year financial result in line with the guidance provided at the half-year results. As we look forward to 2026, and based on current market conditions, we see good opportunities to reinvest the benefits of our current success in furthering our growth plans, particularly in Mexico, Australia and our new digital products and platforms.

On 30 October 2025, IPF announced that it had successfully priced SEK 1,000,000,000 senior unsecured floating rate notes due 2028 at an issue price of 100 per cent.

Please see further details on the FY25 Profit Forecast in Appendix 4 to this Announcement.

8.         Strategic plans and intentions with regard to management, employees and places of business

Strategic plans for IPF

As set out in paragraph 3 above, Bidco believes that IPF's management team has built a specialist lender with an attractive and differentiated purpose-led business model whilst delivering solid financial performance and profitable returns.

Bidco believes that transitioning to BasePoint ownership will provide IPF and its management team with the flexibility, resources and expertise to capitalise on the various growth opportunities available to IPF across new lending products and geographies, and to continue its mission to build a better world through financial inclusion.

Prior to this Announcement and consistent with market practice, Bidco has only been granted access to IPF's senior management for the purposes of confirmatory due diligence. Whilst this has been sufficient to formulate BasePoint's intention to support IPF's current strategy following completion of the Acquisition, Bidco has yet to finalise specific plans for the evolution of its future strategy for IPF's growth. Significant further work will be required and will be undertaken post-Acquisition to define the nature, scope and activities within this evolution. Accordingly, Bidco intends to work closely and collaboratively with IPF's local management in each jurisdiction to evaluate IPF's market opportunity and strategy following completion of the Acquisition.

This will include analysing IPF's current product suite and capabilities across its existing markets, identifying potential growth opportunities through new product launches and geographies, and exploring the ability to potentially optimise its capital structure.

Intentions for employees and management

Bidco attaches great importance to the skills, knowledge and expertise of IPF's management and employees and, having strongly valued the opportunity to meet members of the IPF team during the due diligence process referred to above, it consequently expects that the existing management and employees of the IPF Group will remain key to the success of IPF and will continue to contribute to its long-term success.

Following completion of the Acquisition and once IPF ceases to be a listed company, a non-material and limited number of functions and roles may be reduced or refocused to reflect IPF ceasing to be a publicly listed company. Bidco intends for any individuals impacted to be treated in a manner consistent with IPF's high standards, cultures and practices as well as applicable law.

The outcome from the evaluation of the business is uncertain and no firm decisions have been made in relation to specific actions which may or may not be taken. Bidco will consider any proposed actions to be taken post-Acquisition against the backdrop of IPF's regulatory footprint, and take appropriate steps to ensure that, in close consultation with relevant regulatory bodies, any changes align with applicable requirements and expectations. However, based on its experience relating to previous transactions, Bidco does not intend for there to be material operational or customer-facing headcount reductions in the first twelve months or any other material headcount reductions in the first twelve months other than in relation to listed company functions as described above.

The non-executive directors of IPF will resign as directors of IPF with effect from the Effective Date.

Existing rights and pension schemes

Bidco confirms that, following the Effective Date, the existing contractual and statutory employment rights, including in relation to pensions, of all IPF employees will be fully safeguarded in accordance with applicable law. Bidco does not intend to make any material change to the conditions of employment or to the balance of skills and functions of the management and employees of IPF.

Pensions

IPF has a defined benefit occupational pension scheme (the "DB Scheme"), which is closed to new members and was closed to future accrual on 1 March 2010. Bidco's intention is for employer contributions to the DB Scheme and current arrangements for the accrual of benefits to continue in line with current requirements, and it intends to work constructively with the trustees of the DB Scheme going forward.

Incentive arrangements

As noted above, Bidco attaches great importance to the skills, knowledge and expertise of the existing employees of IPF. At this stage, Bidco has not entered into, and has not discussed any form of, incentivisation arrangements with members of IPF's management. Bidco expects to put in place certain incentive arrangements for the management of IPF following the Effective Date and for the retention of key employees, but the scope and terms of such incentive arrangements are not yet determined.

Intentions for headquarters, locations, fixed assets and research & development

Bidco does not intend to make any changes to IPF's fixed assets. Based on its confirmatory due diligence, Bidco does not have any current plans to change IPF's headquarters, headquarter functions or places of business. IPF does not have a material research and development function and accordingly Bidco has no plans in this regard.

Trading facilities

The IPF Shares are currently admitted to trading on the Main Market. It is intended that dealings in IPF Shares will be suspended shortly before the Effective Date at a time to be determined on the basis to be set out in the Scheme Document. It is further intended that applications will be made to the London Stock Exchange to cancel trading in IPF Shares with effect shortly following the Effective Date.

None of the statements in this paragraph 8 is a "post-offer undertaking" for the purposes of Rule 19.5 of the Code.

9.         Financing of the Acquisition

The Cash Consideration payable to Scheme Shareholders pursuant to the terms of the Acquisition will be financed through existing funds at BasePoint and the Credit Agreement (defined below).

On 24 December 2025, BP PMKN LLC, an entity in the BasePoint Group and the direct parent of Bidco, entered into a credit agreement with Bisque Commercial Funding (Cayman) L.P, as lender, BasePoint Group Inc., as parent guarantor, BasePoint Capital III LLC, as a loan party, Bidco, as a loan party, and Sound Point Agency LLC, as administrative agent and as collateral agent (the "Credit Agreement"), pursuant to which a $200,000,000 180-day senior secured term loan is available to BP PMKN LLC to fund a portion of the Cash Consideration payable pursuant to the Acquisition (and to pay the costs and expenses incurred in connection therewith).  BP PMKN LLC has entered into a deal contingent hedge to hedge currency exposure in respect of the proceeds from the Credit Agreement.

Bidco has transferred to Jefferies LLC, pursuant to a cash account agreement dated 22 December 2025, the Cash Consideration payable to Scheme Shareholders pursuant to the terms of the Acquisition other than the funds available under the Credit Agreement. Bidco has entered into a currency forward transaction to hedge currency exposure in respect of such transferred funds. Such funds will thereafter be transferred to an escrow account with Deutsche Bank AG, London Branch, pursuant to an escrow agreement dated 19 December 2025.

Jefferies in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration payable to Scheme Shareholders pursuant to the terms of the Acquisition.

10.       Offer‑related arrangements

Confidentiality Agreement

BasePoint and IPF entered into a confidentiality agreement dated 19 December 2024 (as amended by a variation agreement dated  18 December 2025 (together, the "Confidentiality Agreement")) pursuant to which, amongst other things, the parties gave certain undertakings to: (i) subject to certain exceptions, keep information relating to the Acquisition and each other party's group confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of: (i) 19 December 2026; or (ii) the date on which the Acquisition becomes Effective.

Co-operation Agreement

Pursuant to a co-operation agreement dated 24 December 2025 (the "Co-operation Agreement"): (a) Bidco and IPF have agreed to co-operate to assist with the satisfaction of certain regulatory conditions; (b) Bidco has agreed to provide IPF with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (c) Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer; and (d) IPF and Bidco have agreed certain arrangements in respect of the IPF Share Plans.

The Co-operation Agreement will terminate, inter alia: (a) upon service of written notice by either party, if the Acquisition is withdrawn, terminates or lapses; (b) upon service of written notice by or on behalf of Bidco to IPF prior to the Long Stop Date stating that either any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date and, notwithstanding that Bidco has the right to waive such Condition, Bidco will not do so, or any Condition which is incapable of waiver is (or has become) incapable of satisfaction by the Long Stop Date, in each case in circumstances where the invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) has been permitted by the Panel; (c) upon service of a written notice by Bidco to IPF, if the IPF Directors withdraw their recommendation of the Acquisition or if the IPF Directors recommend a competing proposal; (d) upon service of written notice by either party, if the Acquisition does not become Effective in accordance with its terms by the Long Stop Date unless otherwise agreed by the parties in writing or required by the Panel; or (e) otherwise as agreed in writing between Bidco and IPF.

Clean Team Agreement

BasePoint and IPF have entered into a clean team agreement dated 17 July 2025 (the "Clean Team Agreement") which sets out how confidential information that is competitively sensitive can be disclosed, used or shared by or on behalf of IPF to BasePoint's external legal counsel for the purposes of obtaining the consent of competition authorities and/or regulatory clearances in connection with the Acquisition.

11.       IPF Share Plans

Participants in the IPF Share Plans will be contacted regarding the effect of the Acquisition on their rights under the IPF Share Plans, and appropriate proposals will be made to such participants in due course. Details of these proposals will be set out in the Scheme Document and separate Rule 15 proposal documents.

12.       Structure of and conditions to the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, although Bidco reserves the right to implement the Acquisition by means of a Takeover Offer. The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued and to be issued ordinary share capital of IPF. The Scheme is an arrangement between IPF and the Scheme Shareholders and is subject to the approval of the Court. The procedure involves, among other things, an application by IPF to the Court to sanction the Scheme, in consideration for which Scheme Shareholders will receive cash on the basis described in paragraph 2 of this Announcement.

On the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting and the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Scheme Shares will cease to be valid and should be destroyed, and entitlements to Scheme Shares held within the CREST system will be cancelled. The consideration payable under the Scheme will be dispatched to Scheme Shareholders by Bidco no later than 14 days after the Effective Date.

Any IPF Shares held by Scheme Shareholders issued before the Scheme Record Time will be subject to the terms of the Scheme. The Special Resolution to be proposed at the General Meeting will, among other matters, provide that the articles of association of IPF (the "IPF Articles") be amended to incorporate provisions requiring any IPF Shares issued after the Scheme Record Time (other than to Bidco and/or its nominee(s)) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the IPF Articles (as amended) will avoid any person (other than Bidco and/or its nominee(s)) holding IPF Shares after the Effective Date.

The Acquisition is subject to a number of Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, including, among other things:

·    the receipt of:

o  the required financial regulatory clearances to effect the Acquisition in Poland, Hungary,  Lithuania, Estonia and Romania;

o  the required antitrust clearances to effect the Acquisition in Poland and Mexico; and

o  the required foreign investment clearance to effect the Acquisition in Romania;

·    the approval of the Scheme by a majority in number of the Scheme Shareholders, representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders, in each case, present and voting, either in person or by proxy, at the Court Meeting;

·    the passing by the IPF Shareholders (representing at least 75 per cent. of votes cast) of the Special Resolution at the General Meeting; and

·    the Scheme being sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and IPF) and an office copy of the Court Order being delivered to the Registrar of Companies.

It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with Forms of Proxy, will be posted to IPF Shareholders within 28 days of the date of this Announcement (unless a later date is agreed between Bidco, IPF and the Panel). Subject to the satisfaction or waiver of all relevant conditions, including the Conditions, and certain further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, and subject to the availability and approval of the Court, it is expected that the Scheme will become Effective in Q3 2026. The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the Court and the FCA.

13.       Cancellation of admission to listing and re-registration as a private company

It is intended that dealings in, and registration of transfers of, IPF Shares on the Main Market will be suspended shortly before the Effective Date, at a time to be determined on the basis to be set out in the Scheme Document. It is further intended that applications will be made to the London Stock Exchange to cancel trading in IPF Shares on the Main Market, and to the FCA to cancel the listing of the IPF Shares on the Official List, in each case with effect shortly following the Effective Date.

On the Effective Date, entitlements to IPF Shares held within the CREST system will be cancelled, and share certificates in respect of IPF Shares will cease to be valid.

On the Effective Date, IPF will become a wholly-owned subsidiary of Bidco.

14.       Interests in IPF Shares

As at close of business on the Last Practicable Date, save for the irrevocable undertakings referred to in paragraph 4  above, neither Bidco, nor any of the Bidco Directors, nor any member of the BasePoint Group, nor, so far as the Bidco Directors are aware, any person acting in concert with Bidco for the purposes of the Acquisition, had:

(a)        any interest in, or right to subscribe for, any relevant securities of IPF;

(b)        any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of IPF;

(c)        procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of IPF;

(d)        borrowed or lent, or entered into any financial collateral arrangements in respect of, any relevant securities of IPF; or

(e)        entered into any Dealing Arrangement in respect of any relevant securities of IPF.

15.       Overseas Shareholders

The availability of the Acquisition and the distribution of this Announcement to IPF Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. IPF Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. IPF Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.

16.       Documents available on website

Copies of the following documents 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:

(a)        this Announcement;

(b)        the irrevocable undertakings described in Appendix 3 to this Announcement;

(c)        the Confidentiality Agreement;

(d)        the Co-operation Agreement;

(e)        the Clean Team Agreement;

(f)        the documents relating to the financing of the Acquisition; and

(g)        the consent letters from IPF's and Bidco's financial advisers and corporate brokers to being named in this Announcement.

Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

17.       Reserving the right to proceed by way of a Takeover Offer

Subject to the terms of the Co-operation Agreement, and to obtaining the consent of the Panel, Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

In such event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Takeover Offer, including (without limitation) the inclusion of an acceptance condition set at 75 per cent. of IPF Shares to which the Takeover Offer relates, (or such lesser percentage as may be agreed after consultation with the Panel (if necessary), being in any case more than 50 per cent. of the voting rights normally exercisable at a general meeting of IPF, including, for this purpose, any such voting rights attaching to IPF Shares that are issued before the Takeover Offer becomes or is declared unconditional, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise).

18.       General

The Acquisition will be subject to the Conditions and other terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document will be dispatched to IPF Shareholders within 28 days of the date of this Announcement (unless a later date is agreed between Bidco, IPF and the Panel).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting or to vote or procure votes in favour of the Special Resolution at the General Meeting, IPF Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Jefferies, Deutsche Bank, Stephens, Peel Hunt and Panmure Liberum have each given and not withdrawn their consent to the publication of this Announcement with the inclusion in this Announcement of the references to their names in the form and context in which they appear.

The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. Details of irrevocable undertakings received by Bidco are set out in Appendix 3. Appendix 4 contains details and bases of belief of the FY25 Profit Forecast. The defined terms used in this Announcement are set out in Appendix 5.

Enquiries:

BasePoint and Bidco                                                                                   Tel: [phone]
BasePoint Investor Relations                                                                                                        

Jefferies (Financial Adviser to BasePoint and Bidco)                        Tel: [phone]
Philip Noblet
Graham Davidson

James Umbers

Taha Ahmed

Deutsche Bank (Financial Adviser to BasePoint and Bidco)                     Tel: [phone]
Derek Bomar
Ian Wesson

Derek Shakespeare

James Gordon

IPF                                                                                                        Tel: [phone]
Gerard Ryan (CEO)

Gary Thompson (CFO)                                                                                                                 

Stephens (Financial Adviser to IPF)                                                   Tel: [phone]
Lawrence Guthrie

Blair Farinholt

Yashin Mody

Peel Hunt (Joint Corporate Broker to IPF)                                       Tel: [phone]

Andrew Buchanan

Michael Nicholson

Thomas Philpott

Panmure Liberum (Joint Corporate Broker to IPF)                         Tel: [phone]

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 will be 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.

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

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

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

Forward-looking statements

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

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

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

No profit forecasts or estimates

The FY25 Profit Forecast is a profit forecast for the purposes of Rule 28 of the Code. The FY25 Profit Forecast, and the assumptions and basis of preparation on which the FY25 Profit Forecast is based and the IPF Directors' confirmation, as required by Rule 28.1 of the Code, are set out in Appendix 4 to this Announcement.

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

Disclosure requirements of the Code

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

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

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

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

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.bpdisclosures.com 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 [phone] 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 the figures that precede them.

Appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

PART A: CONDITIONS TO THE SCHEME AND ACQUISITION

CONDITIONS TO THE ACQUISITION

1.         The Acquisition will be conditional on the Scheme becoming unconditional and becoming Effective, subject to the Code, by no later than 11.59 p.m. (London time) on the Long Stop Date.

2.         Scheme approval

The Scheme will be subject to the following conditions:

(a)        (i)         its approval by a majority in number, representing not less than 75 per cent. in value of the Scheme Shareholders, in each case present, entitled to vote and voting, either in person or by proxy, at the Court Meeting or at any separate class meeting which may be required by the Court (as applicable) or at any adjournment of any such meeting; and

(ii)        the Court Meeting and any separate class meeting which may be required by the Court (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date (A) as Bidco and IPF may agree or (B) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case, if so required, the Court may allow);

(b)        (i)         the Special Resolution being duly passed by the requisite majority or majorities at the General Meeting; and

(ii)        the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date (A) as Bidco and IPF may agree or (B) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case, if so required, the Court may allow); and

(c)        (i)         the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Bidco and IPF); and

(ii)        the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date (A) as Bidco and IPF may agree or (B) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case, if so required, the Court may allow).

3.         Antitrust and/or regulatory clearances and Third Party approvals

In addition, Bidco and IPF have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied, or, where relevant, waived:

Regulatory

(a)        in respect of each person who will, as a result of the implementation of the Acquisition, acquire directly or indirectly a qualifying interest (by crossing the applicable direct or indirect ownership threshold mentioned in Article 72a sec. 1 of the PPSA) in a Polish payment institution, IPF Polska Spółka Akcyjna with its registered office in Warsaw, Poland, and who is required under Article 72a sec. 1 of the PPSA to notify the PFSA of such an intended direct or indirect acquisition: 

(i)         the PFSA having issued a decision confirming that there are no grounds to object to such an acquisition, under Article 72c sec. 1 of the PPSA in relation to Article 25h sec. 4 of the PBL; or

(ii)        the deadline mentioned in Article 72c sec. 1 of the PPSA in relation to Article 25i sec. 1 of the PBL for the PFSA to deliver its objection to such an acquisition having lapsed; and

(iii)       the deadline for permitted acquisition mentioned in Article 72c sec. 1 of the PPSA in relation to Article 25h sec. 5 of the PBL not having lapsed (provided that such a deadline is imposed by the PFSA pursuant to the decision referenced at paragraph 3(a)(i) above);

(b)        the National Bank of Hungary (Magyar Nemzeti Bank, "MNB") acting as the local financial supervisory authority giving notice in writing pursuant to Section 126 of Act CCXXXVII of 2013 on Credit Institutions and Financial Enterprises ("Hungarian Credit Institutions Act") of its approval or being treated as having given its approval under Section 132 of the Hungarian Credit Institutions Act in respect of each person and entity that is required to file for approval to directly or indirectly acquire a qualifying holding (as set out in Section 6 point 6 of the Hungarian Credit Institutions Act) or (if applicable) cross an applicable holding threshold (as set out in Section 126 of the Hungarian Credit Institutions Act) in respect of IPF Pénzügyi Zártkörűen Működő Részvénytársaság (registered seat: 1095 Budapest, Lechner Ödön fasor 10. B. ép.; company registration number: 01-10-044542) which is a Hungarian financial institution (as defined in Section 9 of the Hungarian Credit Institutions Act);

(c)        in respect to IPF Digital Lietuva, UAB, a consumer credit provider authorised by the Bank of Lithuania, with respect to which the Acquisition contemplates the acquisition of voting rights and/or share capital equal to or exceeding 20 per cent, or other forms of acquisition of material control (as specified in Article 22(4) of the Law on Consumer Credit of the Republic of Lithuania), the persons required to obtain suitability approval from the Bank of Lithuania having received a decision from the Bank of Lithuania approving them as direct and/or indirect acquirers;

(d)        in respect of IPF Digital AS, a consumer creditor and e-money service provider authorised by the Estonian Financial Supervision and Resolution Authority, with respect to whom the Acquisition contemplates an acquisition of control (within the meaning of Section 30 of the Creditors and Credit Intermediaries Act and Section 39 of the Payment Institutions and E-money Institutions Act), the persons required to obtain suitability approval from the Estonian Financial Supervision and Resolution Authority having received a decision from the Estonian Financial Supervision and Resolution Authority approving them as qualifying holders;

(e)        a notification having been submitted by IPF Financial Romania I.F.N. SA to the National Bank of Romania in respect of the Acquisition and one of the following having occurred by the date which is the later of: (a) 30 calendar days from such notification (being the statutory time period within which the National Bank of Romania must respond to the notification; and (b) the date in which the Condition at paragraph 3(h) has been satisfied or waived:

(i)         the National Bank of Romania issuing a written response specifying that no pre-Acquisition assessment of Bidco shall be conducted, or a written response otherwise clearly indicating that additional information requests may be addressed after completion of the Acquisition;

(ii)        the National Bank of Romania issuing a written response confirming that it has finalized the assessment related to BidCo and that no further action is required except, where this is the case, for the post-Acquisition notification confirming that the Acquisition has been completed;

(iii)       the National Bank of Romania not issuing a written response specifying that Bidco does not meet the requirements provided under Law no. 93/2009 relating to non-banking financial institutions in respect of the quality of indirect significant shareholder and group structure to which it belongs that would ensure the stability and development of the Provident Financial Romania I.F.N. SA that would allow the National Bank of Romania to carry out an efficient supervision thereof; or

(iv)       the National Bank of Romania not issuing a written response in connection with the notification;

Antitrust

(f)        a notification having been submitted to the Polish Competition Authority and one of the following having occurred:

(i)         the Polish Competition Authority issuing a decision discontinuing the proceedings, returning the application or in any other form finishing the proceedings without the issuing a decision on the merits on account of the Acquisition not constituting a concentration under the Polish Competition Regulations which requires the consent from the Polish Competition Authority or not being subject to notification to the Polish Competition Authority under the Polish Competition Regulations;

(ii)        the Polish Competition Authority giving consent to the Acquisition, issued by way of an unconditional decision in accordance with the Polish Competition Regulations; or

(iii)       the Polish Competition Authority not taking a decision within the time limits set by the Polish Competition Regulations, as a result of which consent for the Acquisition is deemed to be granted;

(g)        a notification and request for authorisation having been submitted to, and the parties having received unconditional approval or approval on terms satisfactory to Bidco (acting reasonably) from, the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica) or its successor, the National Antitrust Commission (Comisión Nacional Antimonopolio) under the applicable Mexican Federal Economic Competition Law or any other applicable law in Mexico governing competition or antitrust matters that substitutes, repeals or amends the Mexican Federal Economic Competition Law;

Foreign Investment

(h)        Bidco having obtained: either: (i) an unconditional decision authorising the foreign direct investment entailed by the Acquisition, thereby satisfying the requirements of the Romanian Governmental Emergency Ordinance no. 46/2022 ("RGEO 46/2022"); (ii) a conditional decision authorising the foreign direct investment entailed by the Acquisition, thereby satisfying the requirements of RGEO 46/2022, but provided that any such conditions to such decision are acceptable to Bidco and IPF (both acting reasonably and in good faith); or (iii) a written confirmation that the Acquisition does not fall under the scope of RGEO 46/2022;

General Third Party clearances

(i)         other than in respect of or in connection with the Conditions set out in paragraphs 3(a) to 3(h), the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction, including, for the avoidance of doubt, the Panel (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, IPF by Bidco or any member of the Wider Bidco Group;

(j)         other than in respect of or in connection with the Conditions set out in paragraphs 3(a) to 3(h), all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, IPF and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, IPF or any member of the Wider IPF Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider IPF Group has entered into contractual arrangements and all such authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate to carry on the business of any member of the Wider IPF Group which are material in the context of the BasePoint Group or the IPF Group as a whole or for or in respect of the Acquisition, including (without limitation) its implementation or financing remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes Effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(k)        save as Disclosed, other than in respect of or in connection with the Conditions set out in paragraphs 3(a) to 3(h), no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:

(i)         require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider IPF Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own, control or manage any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Bidco Group or the Wider IPF Group in either case taken as a whole or in the context of the Acquisition;

(ii)        require, prevent or delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in IPF;

(iii)       impose any material limitation on, or result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider IPF Group or the Wider Bidco Group or to exercise voting or management control over any such member;

(iv)       otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider IPF Group to an extent which is material in the context of the Wider Bidco Group or the Wider IPF Group in either case taken as a whole or in the context of the Acquisition;

(v)        make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of, IPF void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto;

(vi)       require any member of the Wider Bidco Group or the Wider IPF Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider IPF Group or the Wider Bidco Group owned by any third party;

(vii)      impose any limitation on the ability of any member of the Wider IPF Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the Wider IPF Group taken as a whole, or in the context of the Acquisition; or

(viii)     result in any member of the Wider IPF Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any IPF Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

(l)         save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider IPF Group is a party or by or to which any such member or any of its assets are or may be bound, entitled or subject, or any circumstance which, in each case as a consequence of the Acquisition or the proposed acquisition of any shares or other securities (or equivalent) in IPF or because of a change in the control or management of IPF or otherwise, could or might result in any of the following (in each case, to an extent which is material and adverse in the context of the Wider IPF Group or the Wider Bidco Group, in either case taken as a whole or in the context of the Acquisition:

(i)         any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii)       any assets or interest of any such member being or failing to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(iv)       the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any such member;

(v)        the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi)       the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii)      any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii)     the creation or acceleration of any liability, actual or contingent, by any such member (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider IPF Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition 3(l);

Certain events occurring since the Last Accounts Date

(m)       save as Disclosed, no member of the Wider IPF Group having, since the Last Accounts Date:

(i)         save as between IPF and wholly owned subsidiaries of IPF or for IPF Shares issued under or pursuant to the exercise of options and vesting of awards granted under the IPF Share Plans, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

(ii)        save as between IPF and wholly owned subsidiaries of IPF for the grant of options and awards and other rights under the IPF Share Plans, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii)       other than to another member of the IPF Group, prior to completion of the Acquisition, recommended, declared, paid or made, any dividend or other distribution whether payable in cash or otherwise or made any bonus issue;

(iv)       save for intra-IPF Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(v)        save for intra-IPF Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(vi)       issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save for intra-IPF Group transactions) save in the ordinary course of business, incurred or increased any indebtedness or become subject to any liability (actual or contingent);

(vii)      purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraphs (i) or (ii) of this Condition 3(m) above, made any other change to any part of its share capital, in each case, to the extent which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(viii)     save for intra-IPF Group transactions, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

(ix)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(x)        (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case to the extent which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(xi)       entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider IPF Group or the Wider Bidco Group other than of a nature and extent which is normal in the context of the business concerned;

(xii)      waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(xiii)     made any material alteration to its memorandum or articles of association or other incorporation documents;

(xiv)     been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv)      entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this Condition 3(m);

(xvi)     made or agreed or consented to any change to:

(A)       the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider IPF Group for its directors or employees or their dependents;

(B)       the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(C)       the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(D)       the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

in each case, which has an effect that is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(xvii)    proposed, agreed to provide or modified the terms of any of the IPF Share Plans or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider IPF Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider IPF Group, save as agreed by the Panel (if required) and by Bidco, or entered into or changed the terms of any contract with any director or senior executive;

(xviii)   taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of IPF Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

(xix)     entered into or varied in a material way the terms of, any contract, agreement or arrangement with any of the directors or senior executives of any member of the Wider IPF Group; or

(xx)      waived or compromised any claim which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition, otherwise than in the ordinary course;

No adverse change, litigation or regulatory enquiry

(n)        save as Disclosed, since the Last Accounts Date:

(i)         no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider IPF Group which, in any such case, is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition and no circumstances have arisen which would or might reasonably be expected to result in such adverse change or deterioration;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider IPF Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider IPF Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider IPF Group which in any such case has had or might reasonably be expected to have a material adverse effect on the Wider IPF Group taken as a whole or in the context of the Acquisition;

(iii)       no contingent or other liability of any member of the Wider IPF Group having arisen or become apparent to Bidco or increased which has had or might reasonably be expected to have a material adverse effect on the Wider IPF Group, taken as a whole or in the context of the Acquisition;

(iv)       no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or remaining outstanding against or in respect of any member by or the Wider IPF Group which in any case is material in the context of the Wider IPF Group taken as a whole;

(v)        no member of the Wider IPF Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition; and

(vi)       no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider IPF Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, an adverse effect which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

(o)        save as Disclosed, Bidco not having discovered:

(i)         that any financial, business or other information concerning the Wider IPF Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider IPF Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise to Bidco or its professional advisers, in each case, to the extent which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(ii)        that any member of the Wider IPF Group or partnership, company or other entity in which any member of the Wider IPF Group has a significant economic interest and which is not a subsidiary undertaking of IPF, is subject to any liability (contingent or otherwise) which is not disclosed in the Annual Report and Financial Statements of IPF for the year ended 31 December 2024, in each case, to the extent which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition; or

(iii)       any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider IPF Group and which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(p)        save as Disclosed, Bidco not having discovered that:

(i)         any past or present member of the Wider IPF Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider IPF Group and which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(ii)        there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider IPF Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider IPF Group (or on its behalf) or by any person for which a member of the Wider IPF Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition;

(iii)       circumstances exist (whether as a result of the making of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Bidco Group or any present or past member of the Wider IPF Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider IPF Group (or on its behalf) or by any person for which a member of the Wider IPF Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition; or

(iv)       circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider IPF Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider IPF Group and which is material in the context of the Wider IPF Group taken as a whole or in the context of the Acquisition; and

Anti-corruption, economic sanctions, criminal property and money laundering

(q)        save as Disclosed, Bidco not having discovered that:

(i)         (i) any past or present member, director, officer or employee of the Wider IPF Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti- corruption or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks; or (ii) any person that performs or has performed services for or on behalf of the Wider IPF Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks;

(ii)        any asset of any member of the Wider IPF Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule or regulation concerning money laundering or proceeds of crime or any member of the Wider IPF Group is found to have engaged in activities constituting money laundering under any applicable law, rule or regulation concerning money laundering;

(iii)       any past or present member, director, officer or employee of the IPF Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from:

(A)       any government, entity or individual in respect of which U.S., UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by U.S., UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or

(B)       any government, entity or individual targeted by any of the economic sanctions of the United Nations, the U.S., the UK or the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;

(iv)       any past or present member, director, officer or employee of the Wider IPF Group, or any other person for whom any such person may be liable or responsible:

(A)       has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

(B)       has engaged in conduct which would violate any relevant anti-boycott law, rule or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

(C)       has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(D)       is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any Relevant Authority or found to have violated any applicable law, rule or regulation concerning government contracting or public procurement; or

(v)        any member of the Wider IPF Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon its acquisition of IPF, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC or any other Relevant Authority.

PART B: FURTHER TERMS OF THE ACQUISITION

1.         Conditions 2(a)(i), 2(b)(i) and 3(a) to (q) (inclusive) must each be fulfilled, be determined by IPF and Bidco to be or remain satisfied, or (if capable of waiver) be waived prior to the appointed time of the Court Sanction Hearing. The Acquisition will lapse if it does not become Effective by 23:59 p.m. on the Long Stop Date.

2.         Notwithstanding paragraph 1 of this Part B of this Appendix 1 above, and subject to paragraph 7 of this Part B of this Appendix 1 below and subject to the requirements of the Panel, IPF and Bidco reserve the right in their sole discretion to waive, in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 above and to proceed with the Court Sanction Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions, except that Conditions 1, 2(a)(i), 2(b)(i) and 2(c)(i) cannot be waived. If any of Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii) is not satisfied by the relevant deadline specified in the relevant Condition, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadlines or agreed with IPF to extend the relevant deadline.

3.         Bidco shall be under no obligation to waive (if capable of waiver), or to treat as satisfied or fulfilled any of Conditions 3(a) to (q) (inclusive) by a date earlier than the appointed time of the Court Sanction Hearing, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any Condition may not be capable of satisfaction or fulfilment.

4.         Under Rule 13.5(a) of the Code and subject to paragraph 6 of this Part B of this Appendix 1 below, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

5.         The Conditions set out in paragraphs 1 and 2 of Part A of this Appendix 1 above and, if applicable, any acceptance condition (if the Acquisition is implemented by means of a Takeover Offer) are not subject to Rule 13.5(a) of the Code.

6.         Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.

7.         Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (with the consent of the Panel (where necessary), and subject to the terms of the Co-operation Agreement). In such event, the Acquisition will be implemented on the same terms as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the terms of the Co-operation Agreement): (i) the inclusion of an acceptance condition set at 75 per cent. of the IPF Shares to which such Takeover Offer relates (or such lesser percentage as may be agreed by Bidco after, to the extent necessary, consultation with the Panel, being in any case more than 50 per cent. of the IPF Shares); (ii) the inclusion of a long-stop date on which the Takeover Offer will cease to proceed, will lapse or will be withdrawn in certain circumstances; and (iii) those amendments required by, or deemed appropriate by, IPF and Bidco under applicable law, including US securities law). 

8.         IPF Shares which will be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Acquisition becomes Effective.

9.         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 this Announcement and before the Effective Date (other than the Permitted Dividend), including any amount by which the final dividend of IPF in respect of its financial year ending on 31 December 2025 exceeds 9 pence per IPF Share, Bidco reserves the right to reduce the consideration payable in respect of each IPF Share under the Acquisition by: (i) in circumstances where the final dividend of IPF in respect of its financial year ending on 31 December 2025 exceeds 9 pence per IPF Share, the amount of such excess; or (ii) in all other cases, the amount of any such dividend and/or other distribution and/or other return of capital. If Bidco exercises this right or 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. If the Scheme does not become Effective or if IPF and Bidco elect to implement the Acquisition by way of a Takeover Offer, there is no certainty that any further dividend, other distribution or other return of capital will be announced, declared, made, or paid by IPF.  

10.       Except with the Panel's consent, settlement of the consideration to which any Scheme Shareholders are entitled under the Scheme will be implemented in full in accordance with the terms of the Scheme without regard to any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be, entitled as against such Scheme Shareholders (as applicable) and will be effected in the manner described in this Announcement.

11.       The availability of the Acquisition to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements. Further information in relation to overseas shareholders will be contained in the Scheme Document.

12.       The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

13.       The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts, to the Conditions and certain further terms set out in this Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. The Acquisition will comply with the applicable rules and regulations of the FCA, the London Stock Exchange, the Code and the Registrar of Companies.

14.       Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2

SOURCES AND BASES OF
INFORMATION

Unless otherwise stated in this Announcement:

1.         As at close of business on the Last Practicable Date, IPF had 224,610,034 IPF Shares in issue, 4,777,987 IPF Shares in treasury and a total number of voting rights of 219,832,047.

2.         Any reference to the entire issued and to be issued ordinary share capital of IPF is based on:

(a)        219,832,047 IPF Shares referred to in paragraph 1 above; less

(b)        476,104 IPF Shares held in the Employee Benefit Trust; plus

(c)        11,514,861 IPF Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the IPF Share Plans.

3.         All Closing Prices for IPF Shares have been derived from data provided by Bloomberg.

4.         The volume-weighted average Closing Price of an IPF Share is derived from data provided by Bloomberg and has been rounded to the nearest one decimal place.

5.         Unless otherwise stated, the balance sheet financial information relating to IPF is extracted from (i) the full year accounts of IPF for the financial year ended 31 December 2024; or (ii) the interim results of IPF for the six months ended 30 June 2025.

Certain figures included in this Announcement have been subject to rounding adjustments.

Appendix 3

DETAILS OF IRREVOCABLE
UNDERTAKINGS

1.         IPF Directors

The following IPF Directors have each given an irrevocable undertaking in respect of their own beneficial interests in IPF Shares (or those IPF Shares over which they have control) to vote (or procure a vote) in favour of the Resolutions at the IPF Meetings 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	Total number of IPF Shares in respect of which undertaking is given as at the Last Practicable Date	Percentage of issued IPF Shares as at the Last Practicable Date
Gerard Ryan	1,977,907	0.88
Gary Thompson	165,700	0.07
Stuart Sinclair	130,050	0.06
Katrina Cliffe	40,000	0.02
Richard Holmes	275,133	0.12
Aileen Wallace	47,835	0.02
Total	2,636,625	1.17

The obligations of the IPF Directors under the irrevocable undertakings given by them 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; or

(b)        the Acquisition lapses, is withdrawn or otherwise terminates in accordance with its terms; or

(c)        the Scheme has not become Effective before 11.59 p.m. on the Long Stop Date.

These irrevocable undertakings remain binding in the event a competing offer is made for IPF.

Appendix 4

FY2025 PROFIT FORECAST

1.         FY25 Profit Forecast

Included within the interim results of IPF in respect of the six month period ended 30 June 2025, published by IPF on 30 July 2025, was the following statement in respect of the financial year of IPF ending 31 December 2025:

Reflecting the impact of stronger growth, we expect second-half profits to be broadly in line with the prior year period

(the "FY25 Profit Forecast").

The FY25 Profit Forecast was reconfirmed in the trading update of IPF in respect of the nine month period ended 30 September 2025, published by IPF on 22 October 2025.

2.         Application of Rule 28 of the Code to the FY25 Profit Forecast

The FY25 Profit Forecast constitutes a profit forecast for the purposes of Rule 28 of the Code.

The Panel has granted IPF a dispensation from the requirement to include reports from reporting accountants and IPF's financial adviser in relation to the FY25 Profit Forecast, on the basis that: (i) the forecast is presented in a manner which is consistent with IPF's ordinary course guidance; (ii) BasePoint has agreed to the dispensation; and (iii) the IPF Directors have provided the confirmations stated below.

3.         IPF Directors' confirmation

The IPF Directors confirm that, as at the date of this Announcement, the FY25 Profit Forecast remains valid and has been properly compiled on the basis of the assumptions stated below and that the basis of accounting used is consistent with IPF's existing accounting policies.

4.         Basis of preparation

The FY25 Profit Forecast has been compiled on the basis of the assumptions set out below, and the basis of the accounting policies used in the FY25 Profit Forecast is consistent with the existing accounting policies of the IPF Group.

The FY25 Profit Forecast has been prepared on the basis referred to above and subject to the principal assumptions set out below. The FY25 Profit Forecast is inherently uncertain and there can be no guarantee that any of the factors referred to under "Principal Assumptions" below will not occur, and/or if they do, their effect on IPF's results of operations, financial condition, or financial performance may be material. The FY25 Profit Forecast should therefore be read in this context and construed accordingly.

5.         Principal assumptions

The IPF Directors have made the following assumptions in respect of the FY25 Profit Forecast:

Assumptions outside the influence or control of the IPF Directors:

·    there will be no material change to macroeconomic, political, inflationary, regulatory, taxation or legal conditions in the markets or regions in which IPF operates;

·    there will be no material change in current interest rates, economic growth, inflation expectations or foreign exchange rates compared with IPF's estimates, in each case in the jurisdictions in which IPF operates;

·    there will be no material change in accounting standards;

·    there will be no material change in market conditions in relation to customer demand or the competitive environment;

·    there will be no material litigation or regulatory investigations, or material unexpected developments in any existing litigation or regulatory investigation, in relation to any of IPF's operations, products or services; and

·    there will be no business disruptions that materially affect IPF, its customers, operations, supply chain or labour supply, including natural disasters, acts of terrorism, cyber-attack and/or technological issues.

Assumptions within the influence or control of the IPF Directors:

·    there will be no material acquisitions, disposals, distribution partnerships, joint ventures or other commercial agreements, other than those already assumed within the forecast;

·    there will be no material change in the existing operational strategy of IPF;

·    there will be no material changes in IPF's accounting policies and/or the application thereof;

·    there will be no other material issue, beyond those already known to the IPF Directors at the current time, that will arise in respect of the IPF Group;

·    there are no material strategic investments or capital expenditure in addition to those already planned; and

·    there will be no material change in the management or control of IPF.

Appendix 5

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Acquisition"                                                              the proposed acquisition by Bidco of the entire issued and to be issued ordinary share capital of IPF to be implemented by means of the Scheme, on the terms and subject to the Conditions set out in this Announcement and to be set out in the Scheme Document (or, should Bidco so elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, by means of a Takeover Offer, under certain circumstances as described in this Announcement);

"Announcement"                                                        this announcement made pursuant to Rule 2.7 of the Code;

"BasePoint"                                                                BasePoint Capital LLC, a Delaware limited liability company;

"BasePoint Advisors"                                                 BasePoint Advisors LLC, a Delaware limited liability company;

"BasePoint Group"                                                     BasePoint together with BasePoint Group Inc. and its subsidiary undertakings from time to time;

"BasePoint Group Inc."                                             BasePoint Group Inc., a company incorporated in Delaware with registered number 7758191;

"BasePoint Vehicles"                                                  BasePoint branded private funds managed or advised by BasePoint Advisors, special-purpose subsidiaries of BasePoint and other entities, vehicles and structures owned or controlled by BasePoint;

"Bidco"                                                                       IPF Parent Holdings Limited, a company incorporated in England & Wales with registered number 16648284;

"Bidco Directors"                                                       the directors of Bidco as at the date of this Announcement or, where the context so requires, the directors of Bidco from time to time;

"Blocking Law"                                                          (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); or (ii) any similar blocking or anti-boycott law;

"Business Day"                                                           a day, not being a public holiday, Saturday or Sunday, on which banks in London and New York are open for normal business;

"Cash Consideration"                                                has the meaning given to it in paragraph 2 of this Announcement;

"Clean Team Agreement"                                          has the meaning given to it in paragraph 10 of this Announcement;

"Closing Price"                                                           the closing price of an IPF Share as derived from Bloomberg on any particular date;

"Code"                                                                        the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time;

"Companies Act"                                                        the UK Companies Act 2006, as amended from time to time;

"Condition(s)"                                                             the conditions of the Acquisition, as set out in Part A of Appendix 1 to this Announcement and to be set out in the Scheme Document;

"Confidentiality Agreement"                                     has the meaning given to it in paragraph 10 of this Announcement;

"Co-operation Agreement"                                        has the meaning given to it in paragraph 10 of this Announcement;

"Court"                                                                       the High Court of Justice of England and Wales;

"Court Meeting"                                                         the meeting or meetings of Scheme Shareholders to be convened by an order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purposes of considering, and if thought fit, approving the Scheme (with or without amendment) and any adjournment, postponement or reconvention thereof;

"Court Order"                                                            the order of the Court sanctioning the Scheme under section 899 of the Companies Act;

"Credit Agreement"                                                   has the meaning given to it in paragraph 9 of this Announcement;

"CREST"                                                                    the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;

"Dealing Arrangement"                                             an arrangement of the kind referred to in Note 11(a) in the definition of acting in concert in the Code;

"Dealing Disclosure"                                                  an announcement pursuant to Rule 8 of the Code containing details of dealings in relevant securities of a party to an offer;

"Deutsche Bank"                                                        Deutsche Bank Securities Inc.;

"Disclosed"                                                                 the information which has been fairly disclosed by or on behalf of IPF:

(i)         in writing via the virtual data room operated by or on behalf of IPF before the date of this Announcement;

(ii)        in the Annual Report and Financial Statements of IPF for the year ended 31 December 2024;

(iii)       in the half year financial results of IPF for the six months ended 30 June 2025;

(iv)       in this Announcement; or

(v)        in any other announcement made by IPF via a Regulatory Information Service before the date of this Announcement;

"DTRs"                                                                       the Disclosure Guidance and Transparency Rules of the FCA under FSMA and contained in the FCA's publication of the same name, as amended from time to time;

"Effective"                                                                  in the context of the Acquisition: (a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (b) if the Acquisition is implemented by way of the Takeover Offer, the Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Code;

"Effective Date"                                                         the date on which the Acquisition becomes Effective;

"Employee Benefit Trust"                                          the IPF Employees' Share Trust;

"Enlarged Group"                                                      the enlarged group following the Acquisition comprising the BasePoint Group and the IPF Group;

"Euroclear"                                                                Euroclear UK & International Limited;

"Eurozone"                                                                 the member states of the European Union that have adopted the euro as their common currency and sole legal tender;

"Excluded Shares"                                                      any IPF Shares which (if any) are:

(i)         registered in the name of, or beneficially owned by, Bidco or any other member of the BasePoint Group; or

(ii)        held by IPF in treasury;

"FCA"                                                                         the UK Financial Conduct Authority or its successor from time to time;

"Forms of Proxy"                                                       the forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document;

"FSMA"                                                                      the UK Financial Services and Markets Act 2000, as amended from time to time;

"FY25 Profit Forecast"                                              has the meaning given to it in paragraph 1 of Appendix 4 to this Announcement;

"General Meeting"                                                     the general meeting of IPF Shareholders to be convened for the purpose of considering and, if thought fit, approving, the Special Resolution, notice of which shall be contained in the Scheme Document and any adjournment, postponement or reconvention thereof;

"HMRC"                                                                     HM Revenue and Customs;

"IFRS"                                                                        International Financial Reporting Standards;

"IPF"                                                                           International Personal Finance Plc, a company incorporated in England & Wales with registered number 06018973;

"IPF Articles"                                                             has the meaning given to it in paragraph 12 of this Announcement;

"IPF CSOP"                                                                the IPF Company Share Option Plan approved by the IPF Shareholders on 12 May 2010 (as amended from time to time);

"IPF Deferred Share Plan"                                        the IPF Deferred Share Plan approved by the IPF Shareholders on 3 May 2017 (as amended from time to time);

"IPF Directors" or "IPF Board"                                the directors of IPF as at the date of this Announcement or, where the context so requires, the directors of IPF from time to time;

"IPF Group"                                                               IPF and its subsidiary undertakings from time to time;

"IPF Meetings"                                                           the Court Meeting and the General Meeting;

"IPF Performance Share Plan"                                  the IPF Performance Share Plan approved by the IPF Shareholders on 3 May 2017 (as amended from time to time);

"IPF Restricted Share Plan"                                      the IPF Restricted Share Plan approved by the IPF Shareholders on 27 April 2023 (as amended from time to time);

"IPF SAYE"                                                                the IPF Save As You Earn Plan approved by the IPF Shareholders on 3 May 2017 (as amended from time to time);

"IPF Share Plans"

(i)         the IPF Restricted Share Plan;

(ii)        the IPF Deferred Share Plan;

(iii)       the IPF Performance Share Plan;

(iv)       the IPF SAYE; and

(v)        the IPF CSOP

each as amended from time to time;

"IPF Shareholders"                                                    holders of IPF Shares;

"IPF Shares"                                                               the ordinary shares of 10 pence each in the capital of IPF;

"Jefferies"                                                                   Jefferies International Limited;

"Last Practicable Date"                                             the Business Day immediately preceding the date of this Announcement;

"London Stock Exchange"                                         the London Stock Exchange plc or its successor;

"Long Stop Date"                                                       31 December 2026 or such later date (if any) as Bidco and IPF may agree, with the consent of the Panel, and which (if required) the Court may allow;

"Main Market"                                                           the London Stock Exchange's Main Market for listed securities;

"Mexican Federal Economic Competition Law"       Mexico's Ley Federal de Competencia Económica (Federal Law on Economic Competition) or any other applicable law governing competition or antitrust matters in Mexico that substitutes, repeals or amends the same;

"Offer Period"                                                            the offer period (as defined by the Code) relating to IPF commencing on the date of the Rule 2.4 Announcement and ending on the earlier of the date on which the Acquisition becomes Effective and/or the date on which the Acquisition lapses or is withdrawn (or such other date as the Panel may decide);

"Official List"                                                             the Official List of the FCA;

"Opening Position Disclosure"                                   the announcement pursuant to Rule 8 of the Code containing details on interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer;

"Overseas Shareholders"                                           shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

"Panel"                                                                        the UK Panel on Takeovers and Mergers;

"Panmure Liberum"                                                   Panmure Liberum Limited;

"PBL"                                                                         the Polish Banking Law dated 29 August 1997 (ustawa z dnia 29 sierpnia 1997 r. - Prawo bankowe) (consolidated text: Polish Journal of Laws of 2024, item 1646, as amended);

"Peel Hunt"                                                                 Peel Hunt LLP;

"Permitted Dividend"                                                 has the meaning given to it in paragraph 2 of this Announcement;

"PFSA"                                                                       the Polish Financial Supervisory Authority (Komisja Nadzoru Finansowego);

"Polish Competition Authority"                                 the Polish Competition and Consumer Protection Office (Urząd Ochrony Konkurencji i Konsumentów);

"Polish Competition Regulations"                              all laws and regulations which regulate competition between business operating in the Republic of Poland or the sale and purchase of such businesses, including the Polish Competition Authority;

"PPSA"                                                                       the Polish Payment Services Act dated 19 August 2011 (ustawa z dnia 19 sierpnia 2011 r. o usługach płatniczych) (consolidated text: Polish Journal of Laws of 2025, item 611, as amended);

"Provident Financial"                                                 Vanquis Banking Group plc (previously named Provident Financial plc), company number 00668987;

"Registrar of Companies"                                          the Registrar of Companies in England and Wales;

"Regulatory Information Service"                            any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;

"Relevant Authority"                                                 any central bank, ministry, governmental, quasigovernmental, supranational (including the European Union), statutory, regulatory or investigative body, authority or tribunal (including any national or supranational antitrust, competition or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, tribunal, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, any trade agency, association, institution or professional or environmental body in any jurisdiction;

"relevant securities"                                                   shall be construed in accordance with the Code;

"Restricted Jurisdiction(s)"                                        any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to IPF Shareholders in that jurisdiction;

"Rule 2.4 Announcement"                                          the announcement made by IPF on 30 July 2025 pursuant to Rule 2.4 of the Code, which commenced the Offer Period;

"Sanction Hearing"                                                    the hearing of the Court at which IPF will seek an order sanctioning the Scheme pursuant to Part 26 of the Companies Act;

"Scheme"                                                                    the proposed scheme of arrangement under Part 26 of the Companies Act between IPF and the holders of the Scheme Shares in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by IPF and Bidco;

"Scheme Document"                                                   the document to be sent to IPF Shareholders and persons with information rights containing, among other things, the Scheme, the full terms and conditions of the Scheme and notices of the IPF Meetings and the Forms of Proxy;

"Scheme Record Time"                                              the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately after the Sanction Hearing;

"Scheme Shareholders"                                              holders of Scheme Shares;

"Scheme Shares"                                                        IPF Shares which remain in issue at the Scheme Record Time and are:

(i)         in issue as at the date of the Scheme Document;

(ii)        (if any) issued after the date of the Scheme Document but before the Voting Record Time; and

(iii)       (if any) issued on or after the Voting Record Time but before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,

but in each case other than the Excluded Shares;

"SEC"                                                                         the United States Securities and Exchange Commission;

"Significant Interest"                                                  in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of: (a) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; or (b) the relevant partnership interest;

"Special Resolution"                                                   the special resolution proposed at the General Meeting in connection with the implementation of the Scheme;

"Stephens"                                                                  Stephens Europe Limited;

"Takeover Offer"                                                       if (with the consent of the Panel and subject to the terms of the Co-operation Agreement), Bidco elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies Act), the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued ordinary share capital of IPF on the terms and subject to the conditions to be set out in the related offer document and, where the context permits, any subsequent revision, variation, extension or renewal of such takeover offer;

"Third Party"                                                             has the meaning given in Condition 3(i) in Appendix 1 to this Announcement;

"UK Listing Rules"                                                     the UK Listing Rules of the FCA under FSMA and contained in the FCA's publication of the same name, as amended from time to time;

"U.S." or "United States"                                            the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"U.S. Exchange Act"                                                  the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder;

"UK" or "United Kingdom"                                       the United Kingdom of Great Britain and Northern Ireland;

"UK Market Abuse Regulation"                                the Market Abuse Regulation (EU) No 596/2014 as it forms part of the laws of the United Kingdom from time to time;

"Voting Record Time"                                               the time and date to be specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined;

"Wider Bidco Group"                                                Bidco, BasePoint, each of their respective associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco, BasePoint, and all such associated undertakings (aggregating their interests) have a Significant Interest;

"Wider IPF Group"                                                    IPF, its associated undertakings and any other body corporate, partnership, joint venture or person in which IPF and all such associated undertakings (aggregating their interests) have a Significant Interest;

"£" or "pence"                                                             the lawful currency of the United Kingdom from time to time; and

"$" or "dollars"                                                           the lawful currency of the United States from time to time.

In this Announcement: (a) "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given to them in the Companies Act; and (b) all times are London times, unless otherwise stated.

 

END