Update on Conditions
Summary by AI BETAClose X
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
11 June 2026
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")
UPDATE ON CONDITIONS
On 24 December 2025, the Boards of IPF Parent Holdings Limited ("Bidco") and International Personal Finance Plc ("IPF") 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"). On 25 February 2025, Bidco and IPF, following engagement with IPF Shareholders, announced that they had reached an agreement on the terms of a *final and revised offer (the "Final and Revised Offer") to increase the cash value for IPF Shareholders.
* Bidco announced that the Revised and Final Offer represented its final offer and would not be increased, except that it reserved the right to revise the financial terms of the Acquisition if: (i) there was 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 provided its consent (such consent to be given only in wholly exceptional circumstances).
On 11 March 2026, IPF announced that each of the resolutions posed at the Court Meeting and the General Meeting in connection with the Acquisition were approved by the requisite majorities and accordingly, the Scheme was approved.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.
Update on Antitrust and/or regulatory clearances
Bidco and IPF are pleased to announce that Conditions 3.2, 3.3, 3.4 and 3.5, being the regulatory conditions in Hungary, Lithuania, Estonia and Romania respectively, Conditions 3.6 and 3.7, being the antitrust conditions in Poland and Mexico respectively, and Condition 3.8 (being the foreign direct investment condition in Romania) (each as set out in Part A of Part III (Conditions to the Implementation of the Scheme and to the Acquisition) of the Scheme Document) have been satisfied.
As of the date of this announcement, the financial regulatory clearance in Poland (the "Polish Regulatory Condition") remains outstanding.
IPF and Bidco currently expect the Polish Regulatory Condition to be satisfied before the Sanction Hearing, which is now expected to take place in late July 2026.
A further announcement will be made when appropriate.
Enquiries:
BasePoint and Bidco Tel: +1 212 220 2660
BasePoint Investor Relations
Jefferies (Financial Adviser to BasePoint and Bidco) Tel: +44 (0) 20 7029 8000
Philip Noblet
Graham Davidson
James Umbers
Taha Ahmed
Deutsche Bank (Financial Adviser to BasePoint and Bidco) Tel: +1 212 250 2500
Ian Wesson
James Gordon
IPF Tel: +44 (0)113 539 5466
Gerard Ryan (CEO)
Gary Thompson (CFO)
Stephens (Financial Adviser to IPF) Tel: +44 (0) 20 3757 9900
Lawrence Guthrie
Blair Farinholt
Yashin Mody
Peel Hunt (Joint Corporate Broker to IPF) Tel: +44 (0) 20 7418 8900
Andrew Buchanan
Michael Nicholson
Thomas Philpott
Panmure Liberum (Joint Corporate Broker to IPF) Tel: +44 (0) 20 3100 2000
Stephen Jones
David Watkins
Atholl Tweedie
White & Case LLP is acting as legal adviser to BasePoint and Bidco. Addleshaw Goddard LLP is acting as legal adviser to IPF.
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies"), which is authorised and regulated in the UK by the FCA, is acting as financial adviser to BasePoint and Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than BasePoint and Bidco for providing the protections offered to clients of Jefferies or for providing advice in connection with any matter referred to in this announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Deutsche Bank Securities Inc. ("Deutsche Bank") is a wholly-owned subsidiary undertaking of Deutsche Bank AG. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the district court (Amtsgericht) in Frankfurt am Main under No HRB 30 000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank is and has been acting solely for BasePoint and Bidco and no one else in connection with the Acquisition or the matters described in this announcement and will not regard, and has not regarded, any other person as its client and has not been and will not be responsible to anyone other than BasePoint and Bidco for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Acquisition or the matters described in this announcement.
Stephens Europe Limited ("Stephens"), which is authorised and regulated by the FCA in the UK, is acting exclusively for IPF and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than IPF for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement. Neither Stephens nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stephens in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and regulated by the FCA, is acting exclusively for IPF and no one else in connection with the Acquisition and neither Peel Hunt nor any of its affiliates will be responsible to anyone other than IPF (whether or not a recipient of this announcement) for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the FCA in the UK, is acting exclusively for IPF and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than IPF for providing the protections afforded to clients of Panmure Liberum nor for providing advice in connection with the matters referred to herein. Neither Panmure Liberum nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (and the accompanying Forms of Proxy) or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Takeover Offer document, which will contain the full terms and conditions of the Acquisition, including, if applicable, details of how to vote in respect of the Scheme. Any decision in respect of the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document).
This announcement does not constitute a prospectus or a prospectus exempted document.
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition, 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.
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 offe r 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 Offe r 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 ofp rocess 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
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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information provided by IPF Shareholders, persons with information rights and other relevant persons for the receipt of communications from IPF may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
Publication on a website and availability of hard copies
This announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.bpdisclosures.com and on IPF's website at www.ipfin.co.uk promptly, and in any event by no later than 12 noon on the Business Day following the date of this announcement. Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks in this announcement is incorporated into, or forms part of, this announcement.
IPF Shareholders may, subject to applicable securities laws, request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting IPF's registrars, MUFG Corporate Markets, during business hours on 0371 664 0300 within the United Kingdom or on +44 (0) 371 664 0300 from overseas or by submitting a request in writing to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom, with an address to which the hard copy may be sent. IPF Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy will not be sent unless so requested.
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