Scheme Effective - Replacement
Summary by AI BETAClose X
The following amendment has been made to the Scheme Effective announcement released at 11:31a.m. on 4 August 2026 under RNS No. 2297P.
A typographical error has been corrected.
No further changes have been made, and the full amended text is below.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
4 August 2026
FINAL* RECOMMENDED CASH ACQUISITION
of
INTERNATIONAL PERSONAL FINANCE PLC ("IPF")
by
IPF PARENT HOLDINGS LIMITED ("Bidco")
by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Scheme Effective
On 24 December 2025, the Boards of IPF and Bidco announced that they had reached agreement on the terms and conditions of a recommended offer by Bidco to acquire the entire issued and to be issued ordinary share capital of IPF (the "Acquisition"). The Acquisition is intended to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
A circular in relation to the Acquisition was published by IPF on 15 January 2026 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document.
On 25 February 2026, Bidco and IPF, following engagement with IPF Shareholders, announced that they had reached agreement on the terms of a *final and revised offer (the "Final and Revised Offer") for the Acquisition to increase the cash value to be received by IPF Shareholders. Under the terms of the Final and Revised Offer, in addition to the Cash Consideration already proposed in the Scheme Document (being 235 pence in cash per IPF Share) and the entitlement of eligible IPF Shareholders, as set out in the Scheme Document, to retain the final dividend declared by IPF on 25 February 2026 in respect of its financial year ended 31 December 2025, each IPF Shareholder on IPF's register of members at the Scheme Record Time shall, subject to the approval of the IPF Board and to the Acquisition being sanctioned by the Court, also be entitled to receive a special dividend of 15 pence per IPF Share (the "Special Dividend").
* Bidco announced that the Final and Revised Offer represents its final offer and will not be increased, except that it reserves the right to revise the financial terms of the Acquisition if: (i) there is an announcement of a possible offer or a firm intention to make an offer for IPF by any third party; or (ii) the Panel otherwise provides its consent (such consent to be given only in wholly exceptional circumstances).
On 31 July 2026, IPF announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Sanction Hearing. IPF and Bidco are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms.
Settlement of Cash Consideration and Special Dividend
IPF Shareholders on the register of members at the Scheme Record Time, being 6.00 p.m. on 3 August 2026, will receive 250 pence in cash for each Scheme Share held by them at that time (the "Acquisition Value"). The Acquisition Value comprises for each Scheme Share:
· Cash Consideration of 235 pence in consideration for each Scheme Share; and
· a Special Dividend payment of 15 pence per Scheme Share,
each of which will be paid (by Bidco, in the case of the Cash Consideration, and by IPF, in the case of the Special Dividend) within 14 days of the Effective Date.
Settlement of the Cash Consideration and Special Dividend to which any Scheme Shareholder is entitled will therefore be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively), in each case by no later than 18 August 2026.
Suspension and cancellation of listing and trading
As previously announced, trading in IPF Shares on the London Stock Exchange's main market for listed securities was suspended with effect from 7.30 a.m. today.
Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the cancellation of the admission to listing of IPF Shares on the equity shares (commercial companies) category of the Official List and the cancellation of the admission to trading of IPF Shares on the London Stock Exchange's main market for listed securities, each of which is expected to take effect by 8.00 a.m. on 5 August 2026.
As a result of the Scheme having become Effective, share certificates in respect of IPF Shares have ceased to be valid documents of title and entitlements to IPF Shares held in uncertificated form in CREST are being cancelled.
End of offer period
IPF is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
Resignation of directors
As the Scheme has now become effective, IPF duly announces that, as of today's date, Stuart Sinclair, Katrina Cliffe, Richard Holmes and Aileen Wallace have tendered their resignations and have stepped down from the IPF Board.
All references to times in this announcement are to the time in London, United Kingdom.
If any of the expected times and/or dates above change, the revised dates and/or times will be notified to IPF Shareholders by announcement through a Regulatory Information Service and by posting notice of these dates on the following website: www.ipfin.co.uk
Enquiries
|
IPF |
Tel: +44 (0)113 539 5466
|
|
Stephens Europe Limited (Financial Adviser to IPF) |
Tel: +44 (0) 20 3757 9900 |
|
Peel Hunt (Joint Corporate Broker to IPF) |
Tel: +44 (0) 20 7418 8900 |
|
Panmure Liberum (Joint Corporate Broker to IPF) |
Tel: +44 (0) 20 3100 2000 |
|
BasePoint and Bidco |
Tel: +1 212 220 2660 |
|
Jefferies (Financial Adviser to BasePoint and Bidco) |
Tel: +44 (0) 20 7029 8000 |
|
Deutsche Bank (Financial Adviser to BasePoint and Bidco) |
Tel: +1 212 250 2500 |
Addleshaw Goddard LLP is acting as legal adviser to IPF in connection with the Acquisition. White & Case LLP is acting as legal adviser to BasePoint and Bidco
Important notices relating to financial advisers
Stephens Europe Limited ("Stephens"), which is authorised and regulated by the FCA in the UK, is acting exclusively for IPF and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than IPF for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement. Neither Stephens nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stephens in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and regulated by the FCA, is acting exclusively for IPF and no one else in connection with the Acquisition and neither Peel Hunt nor any of its affiliates will be responsible to anyone other than IPF (whether or not a recipient of this announcement) for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the FCA in the UK, is acting exclusively for IPF and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than IPF for providing the protections afforded to clients of Panmure Liberum nor for providing advice in connection with the matters referred to herein. Neither Panmure Liberum nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement, any statement contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the UK by the FCA, is acting as financial adviser to BasePoint and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than BasePoint and Bidco for providing the protections offered to clients of Jefferies or for providing advice in connection with any matter referred to in this announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Deutsche Bank Securities Inc. ("Deutsche Bank") is a wholly-owned subsidiary undertaking of Deutsche Bank AG. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the district court (Amtsgericht) in Frankfurt am Main under No HRB 30 000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank is and has been acting solely for BasePoint and Bidco and no one else in connection with the Acquisition or the matters described in this announcement and will not regard, and has not regarded, any other person as its client and has not been and will not be responsible to anyone other than BasePoint and Bidco for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Acquisition or the matters described in this announcement.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition is being made solely through the Scheme Document (and the accompanying Forms of Proxy) or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Takeover Offer document.
This announcement does not constitute a prospectus or a prospectus exempted document.
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the Court, the London Stock Exchange and the FCA.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of acceptance of the Acquisition.
Further details in relation to IPF Shareholders in overseas jurisdictions are contained in the Scheme Document.
Additional information for U.S. investors
The Acquisition relates to an offer for the shares of a company incorporated in England and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended from time to time (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a UK-incorporated target company listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information with respect to Bidco and/or IPF included in this announcement and the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations, including section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the U.S. by Bidco and no one else. In addition to any such Takeover Offer and in accordance with normal United Kingdom practice, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidcoand/or such affiliated companies may make certain purchases of, or arrangements to purchase, IPF shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the U.S. Exchange Act. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, and if so required shall be reported to a Regulatory Information Service and be available on the London Stock Exchange website at www.londonstockexchange.com.
Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.
Some or all of IPF's officers and directors reside outside the U.S., and some or all of its assets are or may be located in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against IPF or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue IPF or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
The receipt of cash pursuant to the Scheme by U.S. IPF Shareholders as consideration for the transfer of IPF Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each IPF Shareholder (including each U.S. IPF Shareholder) is urged to consult their independent professional adviser immediately regarding the tax consequences of the transaction applicable to them.
Forward-looking statements
This announcement, oral statements made regarding the Acquisition, and other information published by BasePoint, Bidco and/or IPF contain statements which are, or may be deemed to be, "forward-looking statements". All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of BasePoint, Bidco and/or IPF about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on BasePoint, the Wider Bidco Group, the Wider IPF Group and the Enlarged Group, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "budget", "targets", "aims", "scheduled", "estimates", "forecast", "intends", "anticipates", "seeks", "prospects", "potential", "possible", "assume" or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Neither BasePoint, Bidco nor IPF give any assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of BasePoint, Bidco and/or IPF) because they relate to events and depend on circumstances that may or may not occur in the future.
There are a number of factors that could affect the future operations of BasePoint, the Wider Bidco Group, the Wider IPF Group and/or the Enlarged Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction (or, where permitted, waiver) of the Conditions, as well as additional factors, such as: domestic and global business and economic conditions; the impact of pandemics; asset prices; market‑related risks such as fluctuations in interest rates and exchange rates; industry trends; competition; changes in government and regulation; changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax); changes in political and economic stability (including exposures to terrorist activities, Eurozone instability, disruption in business operations due to reorganisation activities, interest rates, inflation, deflation and currency fluctuations); the timing impact and other uncertainties of future or planned acquisitions or disposals or offers; the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Acquisition is implemented (including changes to the board and/or employee composition of the Enlarged Group); the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including cyber-crime, fraud and pension scheme liabilities); or difficulties relating to the Acquisition when the Acquisition is implemented. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Each forward-looking statement speaks only as of the date of this announcement. Neither BasePoint, the BasePoint Group nor the IPF Group, nor any of their respective members, partners, associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Code, the UK Market Abuse Regulation, the UK Listing Rules and the DTRs), neither BasePoint, the Wider Bidco Group nor the Wider IPF Group is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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