Recommended Cash Acquisition of Time Finance plc

Bentley Park (UK) Limited

17 August 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

17 August 2026

RECOMMENDED CASH ACQUISITION

of

TIME FINANCE PLC

by

BENTLEY PARK (UK) LIMITED

(the parent company of Ultimate Finance Group Limited)

to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Summary

·         The boards of directors of Time Finance plc ("Time Finance") and Bentley Park (UK) Limited ("Bentley Park") are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by Bentley Park (the parent company of Ultimate Finance), to acquire the entire issued and to be issued ordinary share capital of Time Finance.

·        Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions that will be set out in the Scheme Document, each Scheme Shareholder at the Scheme Record Time will be entitled to receive:

for each Time Finance Share: 59.1 pence in cash (the "Offer Price")

·       The Offer Price values the entire issued, and to be issued, ordinary share capital of Time Finance at approximately £55.13 million on a fully diluted basis.

·             The Offer Price represents:

·           a premium of approximately 12.6 per cent. to the Closing Price of 52.50 pence per Time Finance Share on 14 August 2026 (being the Latest Practicable Date);

·           a premium of approximately 23.5 per cent. to the volume weighted average price of 47.84 pence per Time Finance Share for the three-month period ended on 14 August 2026; and

·           a premium of approximately 27.5 per cent. to the volume weighted average price of 46.34 pence per Time Finance Share for the six-month period ended on 14 August 2026.

·           If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable by Time Finance in respect of the Time Finance Shares (in each case with a record date prior to the Effective Date), Bentley Park reserves the right to reduce the Offer Price payable in respect of each Time Finance Share by an amount equal to the amount of such dividend, distribution and/or return of capital or value. If Bentley Park exercises this right to reduce the consideration, any reference in this announcement to the Offer Price will automatically be deemed to be a reference to the consideration as so reduced. In such circumstances, Time Finance Shareholders would be entitled to receive and retain any such dividend, distribution and/or return of capital or value. Any reduction in the Offer Price pursuant to this paragraph shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

·       As set out below, Bentley Park has received indications of support for the Acquisition in the form of irrevocable undertakings from Time Finance Shareholders, including the Time Finance Directors, in respect of 43,821,878 Time Finance Shares representing, in aggregate, approximately 47.36 per cent. of Time Finance's issued ordinary share capital as at the Latest Practicable Date. These irrevocable undertakings would also extend to any Time Finance Shares that are acquired by the relevant Time Finance Shareholders on or following the date of this announcement, including as a result of the vesting of awards and the exercise of options under the Time Finance Share Plan.

·       It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Time Finance and the Scheme Shareholders under Part 26 of the Companies Act.

Background to and reasons for the Acquisition

·         Bentley Park is the parent company of Ultimate Finance, a specialist asset-based lender. Bentley Park's interest in the Acquisition is driven by the opportunity to create a further scaled, multi-product UK SME lending platform combining two businesses with complementary capabilities and geographic footprints.

·        Bentley Park believes that the combined Ultimate Finance and Time Finance business would be well-positioned as a significant independent alternative lender with a combined net loan book size of nearly £650 million (based on the companies' respective unaudited loan books as at 30 June 2026). Bentley Park believes the Combined Group would have the scale, product breadth and funding infrastructure to serve UK SMEs across a full spectrum of their working capital and asset investment needs. The Ultimate Finance Group also supports property investors through its bridging finance proposition, which will continue to be available within the Combined Group.

·      Revenue and expected economies of scale, incremental cross-sell opportunity across the combined client and introducer network, greater market share and presence, and larger and diversified distribution channels further underpin Bentley Park's commercial rationale for the transaction.

·      While M&A has never been Bentley Park's primary strategy for the Ultimate Finance Group, and the Ultimate Finance Group continues to see strong organic growth opportunities, the Acquisition is expected to materially accelerate loan book growth, profitability and market presence for the Ultimate Finance Group. Bentley Park believes that Time Finance's existing operating leverage, strong funding capacity and revenue will further support the Combined Group's financial strength.

·   Bentley Park also believes that the Acquisition creates the possibility for further reinvestment in growth, service and product development. Bentley Park believes that the acquisition of a strong and profitable business with good book performance, recognising the progress Time Finance has made over recent years, is an attractive opportunity to further accelerate progress towards the Ultimate Finance Group's ambitious growth aspirations for both loan book and profitability.

·              Bentley Park recognises the strength of Time Finance as a well-established and successful specialist lender with a strong track record, experienced teams and valuable client and introducer relationships. As noted above, Time Finance has made clear progress in recent years, and Bentley Park sees particular value in the quality of the business it has built and its investment in employee development. Bentley Park sees value not only in Time Finance's financial performance and market position, but also in the capability, relationships and specialist knowledge of its teams. The skills of Time Finance's employees are expected to strengthen the Combined Group's ability to serve clients and introducers well over the long term.

Recommendation

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

·              Accordingly, the Time Finance Directors intend to recommend unanimously that Scheme Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and Time Finance Shareholders vote (or procure votes) in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, that Time Finance Shareholders accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 2,190,838 Time Finance Shares representing approximately 2.36 per cent. of the issued ordinary share capital of Time Finance as at the Latest Practicable Date.

Background to and reasons for the Time Finance Directors' recommendation of the Acquisition

·              Time Finance is a non-bank alternative finance company providing UK businesses with flexible funding facilities in the shape of asset finance, invoice finance, business loans and asset-based lending. The Company has a demonstrable track record of delivering organic growth in its lending book for 20 consecutive quarters to 31 May 2026. The Time Finance Directors therefore remain confident in Time Finance's ability to succeed as an independent business.

·              Notwithstanding this recent record of performance and the strength of the Time Finance business, the Time Finance Board believes that the Acquisition presents a compelling route to fully realise the Company's long-term strategic and operational potential in the most efficient way possible, providing additional flexibility with which to execute growth initiatives outside the constraints of the public markets.

·              The Time Finance Board believes that Ultimate Finance is a strong strategic partner to support the next stage of the Company's development. Bringing the two businesses together creates a broader platform, greater scale and additional resources that can not only support future growth, but also materially accelerate it, while continuing to focus on customers and introducers.

·              The Time Finance Board's decision was additionally influenced by Ultimate Finance's existing knowledge and understanding of Time Finance, including the importance of Time Finance's strong customer relationships and introducer network built up over many years, the expertise that exists across the entire business and the cultural values that underpin the success of Time Finance.

·              In addition, the Offer Price from Bentley Park, Ultimate Finance's parent company, of 59.1 pence per Time Finance Share in cash will present an opportunity for Time Finance Shareholders to accelerate the crystallisation of certain value from their investment at an attractive premium to the volume weighted average price of 46.34 pence per Time Finance Share for the six-month period ended on the Latest Practicable Date, de-risks the return of value and provides full liquidity of their investment in Time Finance.

Information relating to Time Finance

·              Time Finance is an award-winning non-bank alternative finance company providing UK businesses with flexible funding facilities in the shape of asset finance, invoice finance, business loans and asset-based lending. Founded in 2000, Time Finance was admitted to trading on AIM in 2006 and has since grown to become a business that generated £37.1 million of revenues and profit before tax of £7.9 million in the year ended 31 May 2025. As at 30 June 2026, Time Finance had an unaudited net loan book of approximately £218 million, comprising approximately £141 million relating to the Asset Finance division and approximately £77 million in relation to the Invoice Finance division.

Information relating to Ultimate Finance and Bentley Park

·              Ultimate Finance, established in 2002, is a specialist asset-based lender that provides a wide range of flexible funding solutions tailored to the needs of SMEs. To date, the Ultimate Finance Group has funded over £19 billion to support the ambitions of UK SMEs. Part of the Tavistock Group, an international private investment firm, the Ultimate Finance Group has offices in London, Bristol, Lutterworth, Leeds and Edinburgh. The Ultimate Finance Group currently supports over 4,000 businesses with flexible funding solutions to help realise potential through unlocking working capital, funding the purchase of assets and supporting property developers and investors with short term funding, all designed to support business ambition, helping businesses overcome cash flow challenges and seize opportunities for growth.

·              Ultimate Finance is a wholly-owned subsidiary of Bentley Park. Following the sale of its investment in Avenue Insurance Partners Limited which completed in November 2025, Bentley Park's sole investment is Ultimate Finance. If the Acquisition becomes Effective, the principal activity of Bentley Park will be acting as a holding company for Ultimate Finance and Time Finance.

·              The Ultimate Finance Group's unaudited net loan book as at 30 June 2026 was split between invoice finance products (approximately £165 million net loan book value), asset finance products (approximately £165 million net loan book value) and bridging finance products (approximately £99 million net loan book value).

Irrevocable undertakings

·              Bentley Park has received irrevocable undertakings in respect of 43,821,878 Time Finance Shares representing, in aggregate, approximately 47.36 per cent. of Time Finance's issued ordinary share capital as at the Latest Practicable Date. These irrevocable undertakings would also extend to any Time Finance Shares that are acquired by the relevant Time Finance Shareholders on or following the date of this announcement.

·              These include irrevocable undertakings received from each of the Time Finance Directors as well as Arena Investors, L.P., GPIM Limited and Mr. Ron Russell to vote (or procure votes): (i) in favour of the Scheme at the Court Meeting; and (ii) in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of their entire beneficial holdings of Time Finance Shares.

·              The irrevocable undertakings from the Time Finance Directors relate to, in aggregate, 2,190,838 Time Finance Shares, representing approximately 2.36 per cent. of Time Finance's issued ordinary share capital as at the Latest Practicable Date. These irrevocable undertakings would also extend to the 625,000 Time Finance Shares, in aggregate, that could be acquired by Ed Rimmer and James Roberts as a result of the vesting of awards and the exercise of options under the Time Finance Share Plan.

·              The irrevocable undertakings from Arena Investors, L.P., GPIM Limited and Mr. Ron Russell relate to, in aggregate, 41,631,040 Time Finance Shares, representing approximately 45.00 per cent. of Time Finance's issued ordinary share capital as at the Latest Practicable Date.

·              Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in Appendix 4 to this announcement.

Conditions and timetable

·              It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Time Finance and the Scheme Shareholders under Part 26 of the Companies Act. However, Bentley Park reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer.

·              The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions that will be set out in the Scheme Document. The Conditions include, among other things: (i) the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolutions at the General Meeting; (ii) the sanction of the Scheme by the Court and a copy of the Court Order being delivered to the Registrar of Companies; and (iii) the Scheme becoming Effective by no later than 11.59 p.m. on the Long Stop Date. The Conditions also include the receipt of FCA approval of the change in control of certain regulated entities within the Time Finance Group (or the FCA otherwise being regarded under FSMA as having approved the same), as further described in this announcement.

·              The Scheme will be put to Scheme Shareholders at the Court Meeting and the Resolutions in connection with the Acquisition will be put to Time Finance Shareholders at the General Meeting.

·              In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders, 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.

·              In addition, the Resolutions must be passed by the requisite majority or majorities at the General Meeting (expected to be held immediately after the Court Meeting).

·              Following the Court Meeting, the Scheme must also be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies, upon which the Scheme will become Effective. The Scheme must become Effective by no later than 11.59 p.m. on the Long Stop Date.

·              It is expected that the Scheme Document, containing full details of the Scheme and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be sent to Time Finance Shareholders (among others) within 28 days of this announcement (or such later time as Time Finance, Bentley Park and the Panel may agree). An expected timetable of principal events relating to the Acquisition will be provided in the Scheme Document.

·              Subject to (i) the satisfaction or, where applicable, waiver of the Conditions, and (ii) the further terms set out in Appendix 1 to this announcement (and to be set out in full in the Scheme Document), it is expected that the Scheme will become Effective in the fourth quarter of 2026.

Commenting on the Acquisition, Ed Rimmer, Chief Executive Officer of Time Finance, said:

"The Time Finance Board has spent a great deal of time considering the offer from Ultimate Finance. Over the course of our discussions with the Ultimate Finance team, it became clear very early on that they genuinely respect what the Time Finance teams have built and that we share a lot of mutual ambitions for the continued growth of the business going forward. The Time Finance Board believes there is a strong strategic fit between the two businesses, the combination of which will create a broader platform, introduce the benefits of additional scale and provide additional resources that can support future growth, without losing the focus on customers and introducers that have made our business great in the first place. The success of Time Finance to date has been built on the quality of its people; the experience and expertise of our colleagues, the relationships and service provided to our clients and customers and the support of our valued brokers and introducers. Ultimate Finance has been very clear about the value it places on these relationships and on the expertise that exists across Time Finance. We believe those things are a large part of what attracted them to the company in the first place and, with the offer for the Company now announced, we look to the future with a considerable amount of optimism and excitement."

Commenting on the Acquisition, Josh Levy, Chief Executive Officer of Bentley Park and Ultimate Finance, said:

"This acquisition is an exciting opportunity to bring together two strong specialist lenders with complementary capabilities, shared values and a common focus on supporting UK SMEs. We believe Time Finance is a strong strategic fit for Ultimate Finance, combining a relationship-led approach, talented people and deep expertise, while creating opportunities to build on innovation and development using a genuine 'best of both' approach."

"For more than 20 years, Ultimate Finance has helped SMEs access the funding they need to grow and succeed. With an unaudited net loan book of £430 million at the end of June 2026, we are entering this next chapter from a position of strength. This acquisition would create a larger, more scalable specialist lending platform with broader capabilities, greater resources and the ability to support more businesses across a wider range of funding needs."

"We are excited about the opportunity this creates for our clients, introducers and employees of the Combined Group, while remaining focused on the long-term relationships and service that have underpinned the success of both businesses."

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

The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document. The sources and bases of calculation of certain information contained in this announcement are set out in Appendix 2. Details of the Time Finance Profit Estimates contained in the FY 2025/26 Trading Update are set out in Appendix 3. Details of the irrevocable undertakings given by certain Time Finance Shareholders in relation to the Acquisition are set out in Appendix 4. The defined terms used in this announcement are set out in Appendix 5.

Enquiries:

Bentley Park (UK) Limited	via Nepean
Dickson Minto Advisers (Financial adviser to Bentley Park)	Tel: [phone]
Douglas Armstrong / Jamie Seedhouse / Andrew Clark
Nepean (Communications adviser to Bentley Park)	Tel: [phone]
Woolf Thomson Jones / Harry Roxburgh	[e-mail]
Time Finance plc	via Cavendish
Ed Rimmer (CEO) / James Roberts (CFO)
Cavendish (Financial adviser, NOMAD and corporate broker to Time Finance)	Tel: [phone]
Ben Jeynes / Teddy Whiley / Andrea Callaghan / Henrik Persson
Interpath Ltd (Financial adviser to Time Finance)	Tel: [phone]
Nick Parkhouse / Zohair Motiwala (Financial Services M&A)
Walbrook PR (Communications adviser to Time Finance)	Tel: [phone]
Nick Rome / Tom Cooper	[e-mail]

Dickson Minto LLP is acting as legal adviser to Bentley Park.

Simmons & Simmons LLP is acting as legal adviser to Time Finance.

Inside information

This announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of Time Finance is James Roberts, Company Secretary.

Important notices relating to financial advisers

Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Bentley Park and no-one else in connection with the matters described in this announcement and will not regard any other person as its client in respect thereof or be responsible to anyone other than Bentley Park for providing the protections afforded to clients of Dickson Minto Advisers or its affiliates nor for providing advice in connection with any matter referred to in this announcement. Neither Dickson Minto Advisers nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 other than Bentley Park in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Dickson Minto Advisers as to the contents of this announcement.

Interpath Ltd ("Interpath"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Time Finance and no-one else in connection with the matters described in this announcement and will not regard any other person as its client in respect thereof or be responsible to anyone other than Time Finance for providing the protections afforded to clients of Interpath or its affiliates nor for providing advice in connection with any matter referred to in this announcement. Neither Interpath nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 other than Time Finance in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Interpath as to the contents of this announcement.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Time Finance and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Time Finance for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the matters referred to herein. Neither Cavendish 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 Cavendish in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Cavendish nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Time Finance or the matters described in this announcement. To the fullest extent permitted by applicable law, Cavendish and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

Further information

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer 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, nor shall there be any sale, issuance or transfer of securities in Time Finance in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document). Time Finance and Bentley Park urge Time Finance Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information relating to the Acquisition.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. This announcement does not constitute a prospectus or a prospectus equivalent document.

No person should construe the contents of this announcement as legal, financial or tax advice. 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

This announcement has been prepared in accordance with, and for the purpose of complying with, English law, the AIM Rules, the Code, MAR and the DTRs, 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.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (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 United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom to participate in the Acquisition or to vote their Scheme Shares or Time Finance Shares (as applicable) in respect of the Scheme at the Court Meeting or the Resolutions at the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the 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, advisers and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bentley Park 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 other jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

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, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws or regulations in that jurisdiction. Doing so may render invalid any related purported vote in respect of, or acceptance of, the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

The availability of the Acquisition to Time Finance Shareholders who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Time Finance Shareholders in overseas jurisdictions will be contained in the Scheme Document.

The Acquisition will be subject to the applicable requirements of English law, the Court, the Code, the Panel, the FCA, the London Stock Exchange (including the AIM Rules) and the Registrar of Companies.

Additional information for US investors

The Acquisition relates to the shares of an English company and is expected to be implemented by means of a scheme of arrangement provided for under the Companies Act. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England whose shares are traded on the London Stock Exchange's AIM, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

The financial information with respect to Time Finance included in this announcement and the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the UK and may not therefore be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. Generally accepted accounting principles in the US differ in certain significant respects from the accounting standards applicable in the UK.

If, in the future, Bentley Park exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the US, the Acquisition will be made in compliance with applicable US laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder.

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

Neither the SEC nor any US state securities commission has approved or disapproved 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 US.

Each of Time Finance and Bentley Park is incorporated under the laws of England and Wales. In addition, some or all of their respective officers and directors reside outside the US, and some or all of their respective assets are or may be located in jurisdictions outside the US. Therefore, investors may have difficulty effecting service of process within the US upon those persons or recovering against Time Finance or Bentley Park or their respective officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. It may be difficult for US Time Finance Shareholders to enforce their rights and claims arising out of the US federal securities laws and it may not be possible to sue Time Finance or Bentley Park or their respective officers or directors in a non-US court for violations of US securities laws.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act, to the extent applicable, Bentley Park or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Time Finance Shares outside the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn, in compliance with applicable law, including the Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at: http://www.londonstockexchange.com.

Forward-looking statements

This announcement, oral statements made regarding the Acquisition, and other information published by Bentley Park and/or Time Finance in respect of the Acquisition contain certain statements which are, or may be deemed to be, "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on the current expectations and projections of the management of Bentley Park, Ultimate Finance and/or Time Finance (as the case may be) about future events, and are, therefore, naturally subject to risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking statements often use words such as, without limitation, "anticipate", "budget", "scheduled", "target", "expect", "estimate", "intend", "plan", "forecast", "project", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Time Finance or Bentley Park or Ultimate Finance, (iii) the effects of government regulation on the business of Time Finance or Bentley Park or Ultimate Finance, (iv) the expected effects of the Acquisition on Time Finance and/or Ultimate Finance and (v) the expected timing and scope of the Acquisition. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, circumstances or conditions, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this announcement, neither they nor any other statements have been reviewed by the auditors of Bentley Park, Ultimate Finance and/or Time Finance. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of Bentley Park, Ultimate Finance and/or Time Finance can give any assurance that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of Bentley Park, Ultimate Finance and/or Time Finance or their respective associates, members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as required by the FCA, the London Stock Exchange, the Part VI Rules or any other applicable law and/or regulation, none of Bentley Park, Ultimate Finance and/or Time Finance or their respective associates, members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to Bentley Park, Ultimate Finance and/or Time Finance or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Profit forecasts, estimates and quantified financial benefit statements

The Time Finance Profit Estimates are profit estimates for the purposes of Rule 28 of the Code. The Time Finance Profit Estimates and the Time Finance Directors' confirmation, as required by Rule 28.1 of the Code, are set out in paragraph 7 and Appendix 3 to this announcement.

Other than in respect of the Time Finance Profit Estimates, no statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefit statement for, or in respect of, Bentley Park or Time Finance for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

For the purposes of Rule 28 of the Code, the Time Finance Profit Estimates contained in this announcement are the responsibility of Time Finance and the Time Finance Directors.

Publication on websites

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Ultimate Finance's website at https://ultimatefinance.co.uk/investor-relations and on Time Finance's website at https://investors.timefinance.com by no later than 12 noon on the Business Day following the date of this announcement.

Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Time Finance's registrar, Neville Registrars, in accordance with the procedure set out below.

Time Finance Shareholders and persons with information rights may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be sent in hard copy form, free of charge. For persons who have received a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent to you unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you would like to request a hard copy of this announcement please contact Neville Registrars during business hours on [phone] (lines are open from 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding public holidays in England and Wales)) or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen B62 8HD, United Kingdom or via email at [e-mail]. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Calls are charged at the applicable international rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate and different charges may apply to calls from mobile telephones.

Information relating to Time Finance Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Time Finance Shareholders, persons with information rights and other relevant persons for the receipt of communications from Time Finance may be provided to Bentley Park during the Offer Period as required under section 4 of Appendix 4 to the Code.

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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 one 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. (London time) 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the Latest Practicable Date, Time Finance's issued share capital consisted of 92,512,704 ordinary shares of 10 pence each (excluding any shares held in treasury), each with voting rights and admitted to trading on AIM, the market operated by the London Stock Exchange. Time Finance holds no ordinary shares in treasury. The total number of voting rights in Time Finance is therefore currently 92,512,704. The International Securities Identification Number for Time Finance ordinary shares is: GB00BCDBXK43. The legal entity identifier for Time Finance is: 213800VG3QJGBP2MKR86.

Right to switch to a Takeover Offer

Bentley Park reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bentley Park intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Time Finance Shares in respect of which the Takeover Offer has not been accepted.

Time

All times referred to in this announcement are London times, unless otherwise stated.

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 THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

17 August 2026

RECOMMENDED CASH ACQUISITION

of

TIME FINANCE PLC

by

BENTLEY PARK (UK) LIMITED

(the parent company of Ultimate Finance Group Limited)

to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

1.         Introduction

The Bentley Park Board and the Time Finance Board are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by Bentley Park (the parent company of Ultimate Finance), to acquire the entire issued and to be issued ordinary share capital of Time Finance.

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. However, Bentley Park reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document, each Scheme Shareholder at the Scheme Record Time will be entitled to receive:

for each Time Finance Share: 59.1 pence in cash (the "Offer Price")

The Offer Price values the entire issued, and to be issued, ordinary share capital of Time Finance at approximately £55.13 million on a fully diluted basis.

The Offer Price represents:

·              a premium of approximately 12.6 per cent. to the Closing Price of 52.50 pence per Time Finance Share on 14 August 2026 (being the Latest Practicable Date);

·              a premium of approximately 23.5 per cent. to the volume weighted average price of 47.84 pence per Time Finance Share for the three-month period ended on 14 August 2026; and

·              a premium of approximately 27.5 per cent. to the volume weighted average price of 46.34 pence per Time Finance Share for the six-month period ended on 14 August 2026.

If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable by Time Finance in respect of the Time Finance Shares (in each case with a record date prior to the Effective Date), Bentley Park reserves the right to reduce the Offer Price payable in respect of each Time Finance Share by an amount equal to the amount of such dividend, distribution and/or return of capital or value. If Bentley Park exercises this right to reduce the consideration, any reference in this announcement to the Offer Price will automatically be deemed to be a reference to the consideration as so reduced. In such circumstances, Time Finance Shareholders would be entitled to receive and retain any such dividend, distribution and/or return of capital or value. Any reduction in the Offer Price pursuant to this paragraph shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

The Acquisition will be subject to the Conditions and certain further 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 including, among other things: (i) the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolutions at the General Meeting; (ii) the sanction of the Scheme by the Court and a copy of the Court Order being delivered to the Registrar of Companies; and (iii) the Scheme becoming Effective by no later than 11.59 p.m. on the Long Stop Date. The Conditions also include the receipt of FCA approval of the change in control of certain regulated entities within the Time Finance Group (or the FCA otherwise being regarded under FSMA as having approved the same), as further described in this announcement.

The Scheme will be put to Scheme Shareholders at the Court Meeting and the Resolutions in connection with the Acquisition will be put to Time Finance Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders representing not less than 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders, 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.

In addition, the Resolutions must be passed by the requisite majority or majorities at the General Meeting (expected to be held immediately after the Court Meeting). Following the Court Meeting, the Scheme must also be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies, upon which the Scheme will become Effective. The Scheme must become Effective by no later than 11.59 p.m. on the Long Stop Date.

The Scheme Shares will be acquired by Bentley Park under the Acquisition fully paid and free from all liens, equitable interests, charges, encumbrances, options, 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) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital or value (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement, other than any dividend, distribution and/or other return of capital or value in respect of which Bentley Park exercises its right under the terms of the Acquisition to reduce the Offer Price.

It is expected that the Scheme Document, containing full details of the Scheme and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be sent to Time Finance Shareholders (among others) within 28 days of this announcement (or such later time as Time Finance, Bentley Park and the Panel may agree). An expected timetable of principal events relating to the Acquisition will be provided in the Scheme Document.

Subject to (i) the satisfaction or, where applicable, waiver of the Conditions and (ii) the further terms set out in Appendix 1 to this announcement (and to be set out in full in the Scheme Document), it is expected that the Scheme will become Effective in the fourth quarter of 2026.

3.         Background to and reasons for the Acquisition

Bentley Park is the parent company of Ultimate Finance, a specialist asset-based lender. Bentley Park's interest in the Acquisition is driven by the opportunity to create a further scaled, multi-product UK SME lending platform combining two businesses with complementary capabilities and geographic footprints.

Bentley Park believes that the combined Ultimate Finance and Time Finance business (the "Combined Group") would be well-positioned as a significant independent alternative lender with a combined net loan book size of nearly £650 million (based on the companies' respective unaudited loan books as at 30 June 2026). Bentley Park believes the Combined Group would have the scale, product breadth and funding infrastructure to serve UK SMEs across a full spectrum of their working capital and asset investment needs. The Ultimate Finance Group also supports property investors through its bridging finance proposition, which will continue to be available within the Combined Group.

Revenue and expected economies of scale, incremental cross-sell opportunity across the combined client and introducer network, greater market share and presence, and larger and diversified distribution channels further underpin Bentley Park's commercial rationale for the transaction.

While M&A has never been Bentley Park's primary strategy for the Ultimate Finance Group and the Ultimate Finance Group continues to see strong organic growth opportunities, the Acquisition is expected to materially accelerate loan book growth, profitability and market presence for the Ultimate Finance Group. Bentley Park believes that Time Finance's existing operating leverage, strong funding capacity and revenue will further support the Combined Group's financial strength. Bentley Park also believes that the Acquisition creates the possibility for further reinvestment in growth, service and product development. Bentley Park believes that the acquisition of a strong and profitable business with good book performance, recognising the progress Time Finance has made over recent years, is an attractive opportunity to further accelerate progress towards the Ultimate Finance Group's ambitious growth aspirations for both loan book and profitability.

Bentley Park recognises the strength of Time Finance as a well-established and successful specialist lender with a strong track record, experienced teams and valuable client and introducer relationships. As noted above, Time Finance has made clear progress in recent years, and Bentley Park sees particular value in the quality of the business it has built and its investment in employee development. Bentley Park sees value not only in Time Finance's financial performance and market position, but also in the capability, relationships and specialist knowledge of its teams. The skills of Time Finance's employees are expected to strengthen the Combined Group's ability to serve clients and introducers well over the long term.

Bentley Park believes that the Acquisition will provide Time Finance the opportunity to access a larger parent with greater scale and the ability to focus on long-term growth without the reporting and regulatory burden of operating within a listed structure. Bentley Park believes that, as part of the Combined Group, Time Finance would benefit from greater equity and debt funding depth at a lower cost of capital, creating a stronger platform for sustainable growth and future development. Bentley Park believes that the full potential of Time Finance's capabilities is best achieved as a privately held company under the control of Bentley Park.

4.         Recommendation

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

Accordingly, the Time Finance Directors intend to recommend unanimously that Scheme Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and Time Finance Shareholders vote (or procure votes) in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, that Time Finance Shareholders accept or procure acceptance of the Takeover Offer), as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 2,190,838 Time Finance Shares representing approximately 2.36 per cent. of the issued ordinary share capital of Time Finance as at the Latest Practicable Date.

5.         Background to and reasons for the Time Finance Directors' recommendation of the Acquisition

Time Finance is a non-bank alternative finance company providing UK businesses with flexible funding facilities in the shape of asset finance, invoice finance, business loans and asset-based lending. The Company has a demonstrable track record of delivering organic growth in its lending book for 20 consecutive quarters to 31 May 2026. The Time Finance Directors therefore remain confident in Time Finance's ability to succeed as an independent business.

Notwithstanding this recent record of performance and the strength of the Time Finance business, the Time Finance Board believes that the Acquisition presents a compelling route to fully realise the Company's long-term strategic and operational potential in the most efficient way possible, providing additional flexibility with which to execute growth initiatives outside the constraints of the public markets.

The Time Finance Board believes that Ultimate Finance is a strong strategic partner to support the next stage of the Company's development. Bringing the two businesses together creates a broader platform, greater scale and additional resources that can not only support future growth, but also materially accelerate it, while continuing to focus on customers and introducers.

The Time Finance Board's decision was additionally influenced by Ultimate Finance's existing knowledge and understanding of Time Finance, including the importance of Time Finance's strong customer relationships and introducer network built up over many years, the expertise that exists across the entire business and the cultural values that underpin the success of Time Finance.

In addition, the Offer Price from Bentley Park, Ultimate Finance's parent company, of 59.1 pence per Time Finance Share in cash will present an opportunity for Time Finance Shareholders to accelerate the crystallisation of certain value from their investment at an attractive premium to the volume weighted average price of 46.34 pence per Time Finance Share for the six-month period ended on the Latest Practicable Date, de-risks the return of value and provides full liquidity of their investment in Time Finance.

6.         Irrevocable undertakings

Bentley Park has received irrevocable undertakings in respect of 43,821,878 Time Finance Shares representing, in aggregate, approximately 47.36 per cent. of Time Finance's issued ordinary share capital as at the Latest Practicable Date. These irrevocable undertakings would also extend to any Time Finance Shares that are acquired by the relevant Time Finance Shareholders on or following the date of this announcement.

These include irrevocable undertakings received from each of the Time Finance Directors as well as Arena Investors, L.P., GPIM Limited and Mr. Ron Russell to vote (or procure votes): (i) in favour of the Scheme at the Court Meeting; and (ii) in favour of the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of their entire beneficial holdings of Time Finance Shares.

The irrevocable undertakings from the Time Finance Directors relate to, in aggregate, 2,190,838 Time Finance Shares, representing approximately 2.36 per cent. of Time Finance's issued ordinary share capital as at the Latest Practicable Date. These irrevocable undertakings would also extend to the 625,000 Time Finance Shares, in aggregate, that could be acquired by Ed Rimmer and James Roberts as a result of the vesting of awards and the exercise of options under the Time Finance Share Plan.

The irrevocable undertakings from Arena Investors, L.P., GPIM Limited and Mr. Ron Russell relate to, in aggregate, 41,631,040 Time Finance Shares, representing approximately 45.00 per cent. of Time Finance's issued ordinary share capital as at the Latest Practicable Date.

Further details of these irrevocable undertakings (including the circumstances in which they may lapse) are set out in Appendix 4 to this announcement.

7.         Information relating to Time Finance

Overview

Founded in 2000, Time Finance is a public limited company incorporated in England and Wales under the Companies Act. The Time Finance Shares are admitted to trading on AIM and, as at the Latest Practicable Date, Time Finance had a market capitalisation of £48.57 million. Time Finance is a non-bank alternative finance company providing UK businesses with flexible funding facilities in the shape of asset finance, invoice finance, business loans and asset-based lending. The Time Finance Group employs 150 employees. As at 30 June 2026, Time Finance had an unaudited net loan book of approximately £218 million, comprising approximately £141 million relating to the Asset Finance division and approximately £77 million in relation to the Invoice Finance division.

Current trading

On 25 June 2026, Time Finance published a trading update in respect of the financial year ended 31 May 2026 (the "FY 2025/26 Trading Update"). The FY 2025/26 Trading Update provided estimates as to its profit for the year ended 31 May 2026 as follows:

"Unaudited FY 2025/26 Financial Highlights

…

·              Profit Before Tax and Exceptional Items up 8% to £8.5m (FY 2024/25: £7.9m)

·              Profit before Tax ("PBT") up 6% to £8.4m (FY 2024/25: £7.9m)

·              PBT margin improved by 100 bps to 22% (FY 2024/25: 21%)"

Each statement above constitutes a profit estimate for the purposes of Rule 28 of the Code (the "Time Finance Profit Estimates"). Further details in this regard are set out in Appendix 3 to this announcement.

Time Finance expects to publish its audited annual results for the year ended 31 May 2026 on 23 September 2026.

8.         Information relating to Bentley Park and Ultimate Finance

Bentley Park

Bentley Park is a private limited company incorporated in England and Wales on 28 March 2015 under the Companies Act with registered number 09515595. Bentley Park's registered office is at First Floor, Equinox North, Great Park Road, Bradley Stoke, Bristol BS32 4QL.

The Bentley Park Board comprises Josh Levy and Neil McMyn. Each Bentley Park Director shall remain a director of Bentley Park in the event that the Scheme becomes Effective.

Following the sale of its investment in Avenue Insurance Partners Limited which completed in November 2025, Bentley Park's sole investment is Ultimate Finance. If the Acquisition becomes Effective, the principal activity of Bentley Park will be acting as a holding company for Ultimate Finance and Time Finance.

Ultimate Finance

Ultimate Finance is a wholly-owned subsidiary of Bentley Park.

Ultimate Finance, established in 2002, is a specialist asset-based lender that provides a wide range of flexible funding solutions tailored to the needs of SMEs. To date, the Ultimate Finance Group has funded over £19 billion to support the ambitions of UK SMEs. Part of the Tavistock Group, an international private investment firm, the Ultimate Finance Group has offices in London, Bristol, Lutterworth, Leeds and Edinburgh. The Ultimate Finance Group currently supports over 4,000 businesses with flexible funding solutions to help realise potential through unlocking working capital, funding the purchase of assets and supporting property developers and investors with short term funding, all designed to support business ambition, helping businesses overcome cash flow challenges and seize opportunities for growth.

Ultimate Finance's purpose is to fund the ambitions of UK SMEs and property investors. Ultimate Finance's strong performance in the first half of this year - including 21 per cent. loan book growth and a continued 5/5 Trustpilot rating - demonstrates the strength of Ultimate Finance's execution, partnerships and service-led platform for growth. Following the first half of 2026, Ultimate Finance announced a record net loan book of £430 million and £153 million of new lending facilities as at 30 June 2026 (unaudited), alongside its highest-ever customer advocacy and net promoter score results. The Ultimate Finance Group's unaudited net loan book as at 30 June 2026 was split between invoice finance products (approximately £165 million net loan book value), asset finance products (approximately £165 million net loan book value) and bridging finance products (approximately £99 million net loan book value).

Ultimate Finance has ambitious growth aspirations for both loan book and profitability, and the opportunity to accelerate this through the acquisition of a strong and profitable business, with good book performance and clear progress made over recent years, is attractive.

Further details in relation to Bentley Park and the Ultimate Finance Group will be set out in the Scheme Document in due course.

9.         Intentions with regard to the business of Time Finance

Strategic plans

As set out in paragraph 3 above, by combining the two businesses of Ultimate Finance and Time Finance, which have complementary capabilities, the Combined Group would have greater market share, market presence and brand awareness across the asset finance, invoice finance and asset-based-lending categories. The Bentley Park Board believes the rationale for the Acquisition is particularly compelling in a competitive and mature, but growing and fragmented, market.

Looking ahead, Bentley Park and Ultimate Finance believe that their existing knowledge of Time Finance's business and market positioning, the operating systems the two businesses have in common, access to innovation work and system development on a 'best of both' basis, together with a broader talent pool of valuable skills, capabilities and relationships, should help minimise integration risk and deliver future success. In addition, these factors are expected to support the Combined Group's ability to grow, and serve clients and introducers well, whilst reinvesting in future development. The combination of Ultimate Finance and Time Finance would also broaden the talent base of the overall business, bringing together complementary experience across relationship management, operations, credit, risk, origination, and creating a stronger platform for leadership development and internal progression.

Bentley Park believes that the Acquisition represents an opportunity for the Combined Group to become a leading specialist lender in the UK with greater scale and resources to deploy on the growth opportunities that exist. Both Ultimate Finance and Time Finance operate local, relationship-driven models with office footprints stretching across the UK and this will remain an important part of the Combined Group's service proposition to clients and introducers. As noted below, Bentley Park intends to review this operating footprint and ways of working as part of the wider process of integrating Time Finance's business into the Combined Group (the "Integration"), with a view to supporting efficient operations and team engagement, while maintaining depth of talent, and strong relationships with clients and introducers.

In relation to products, Bentley Park believes there will be greater opportunity for the Combined Group to grow as a result of its enhanced distribution network. Any potential changes to product offerings would be considered, with clear communication to colleagues, brokers and clients, while ensuring the Combined Group remains focused on the areas where it can deliver the strongest service, sustainable growth and optimal long-term outcomes. In the light of its analysis to date of Time Finance's business, Bentley Park expects that the soft asset financing offering will be non-core to Time Finance's business and Bentley Park's growth plans for the Combined Group. Therefore, Bentley Park intends that, shortly following the Effective Date, Time Finance will stop offering new soft asset financing products. This may result in a reduction in headcount over time but any such headcount reduction is not expected to be material in the context of Time Finance and it is intended that this would be mitigated, where possible, by the redeployment of relevant employees into appropriate alternative roles. However, Bentley Park intends for Time Finance to honour the existing approved pipeline of deals and to continue to focus on delivering high-quality service to existing customers for the duration of any ongoing soft asset financing arrangements. At this time, no further potential product changes are envisaged.

Following the Effective Date, Bentley Park intends to undertake a further review of Time Finance's operations and business plan (the "Review") to build upon Bentley Park's initial assessment of the Integration. The Review is expected to take up to six months from the Effective Date and will include assessing how best to implement the Integration to achieve efficiencies and cost savings while maintaining continuity and stability for clients and introducers. As part of the Review, Bentley Park intends to, amongst other things: consider the priorities for Time Finance's business; seek to ensure that the Combined Group retains the skills, expertise and relationships necessary to support its future development; evaluate the management, organisational and governance structures of Time Finance (including employee roles and functions and the office footprint, as explained below in further detail); and take into account the outcome of further engagement with the key stakeholders of Time Finance's business. While the Review may take up to six months, Bentley Park would look to action any opportunities identified to improve the Combined Group in parallel with the ongoing Review and, recognising a desire to avoid a prolonged period of uncertainty, intends to complete any Integration over a six to nine month period following the Effective Date (that is, inclusive of the period of the Review).

In conducting the Review, Bentley Park intends to have regard to the importance of retaining key skills, experience and customer relationships and supporting the continued success of the Combined Group.

Employees and management

Bentley Park recognises the depth of experience of the current executive leadership team of Time Finance as well as the considerable success it has achieved over recent years. As part of the Review, Bentley Park intends to evaluate the leadership and management structure of the Combined Group, including the Time Finance Group, to ensure it retains the right skills and expertise in the context of the Combined Group. Bentley Park intends for the Bentley Park Directors to be appointed as executive directors of Time Finance on or following the Effective Date.

Bentley Park believes that private ownership will enable Time Finance to focus on strategic, commercial, operational and financial activities without the ongoing requirements of being a publicly traded company. Bentley Park intends to delist Time Finance on or shortly following the Effective Date and, consequently, Time Finance will not require listed company governance structures. Accordingly, it is intended that each of the non-executive Time Finance Directors will step down from the boards of Time Finance on or shortly following the Effective Date.

Bentley Park and Ultimate Finance recognise that Time Finance's talented employees will be important to the future success of the Combined Group. Bentley Park believes that the Acquisition will bring together two businesses with complementary capabilities and strong cultural alignment and should provide opportunities for employees from both organisations to benefit from a broader platform, wider expertise and the sharing of best practice.

In order to realise the expected benefits of the Acquisition and implement its strategic plans for the Combined Group, Bentley Park anticipates that some workforce reduction and operational restructuring will likely be required following the Acquisition. Any such changes are expected to be informed by the outcome of the Review as Bentley Park has not yet had access to sufficiently detailed information to complete its evaluation nor has it had the opportunity to observe Time Finance's business first hand. Headcount reductions may arise as a result of, amongst other things, overlapping functions, efficiencies or decisions that may be taken to combine lending operations, all to be considered as part of the Review. Based on a preliminary assessment, any headcount reductions could be material in the context of Time Finance's workforce. However, no decisions have been taken as to the scale, location or allocation of any such reductions. Bentley Park notes that possible headcount reductions may be required within the Combined Group, but that is yet to be determined and any headcount reductions within Ultimate Finance's business are not expected to be material.

A specific proposal as to the number of individuals affected, or how any headcount reductions are to be implemented, has not yet been developed. As with other matters, any such proposal will be finalised and implemented following appropriate consultation with relevant stakeholders, including affected employees. Where possible, Bentley Park expects that involuntary headcount reductions will be mitigated by the anticipated growth of the Combined Group following completion of the Acquisition and natural attrition and may be further mitigated, where possible, by the redeployment of employees into appropriate new roles that may be created as the Combined Group delivers on strong organic growth ambitions.

In relation to the Integration, as noted above, Bentley Park intends to undertake a Review following the Effective Date of the Combined Group's operations, organisational structure and business requirements in order to support the successful Integration and identify opportunities to further enhance efficiency and support future growth. A key objective of the Review will be to ensure that the Combined Group retains the skills, expertise and relationships necessary to support its future development.

As at the date of this announcement, Bentley Park has not reached any decisions regarding any material changes to employee roles, headcount or organisational structures nor has it developed any detailed Integration plans. Any proposals arising from the Review will be developed following the Effective Date and, where required, will be subject to appropriate engagement, information and consultation processes in accordance with applicable law. Save as set out in this announcement, Bentley Park does not intend to make any material changes to the balance of skills and functions, of the employees or management of Time Finance.

For the continuing Time Finance team, Bentley Park believes the Acquisition should generally provide continuity of operations in the short term while recognising and retaining the specialist capability, relationships and expertise that have been built over time. Bentley Park believes being part of a larger organisation with a stronger balance sheet and greater growth opportunities should create the conditions for career development opportunities. Bentley Park would seek to ensure that those Time Finance colleagues feel recognised for the role they have played in building that business, while providing visibility of career pathways, access to broader development opportunities and the chance to be part of a larger specialist lending platform.

For the existing Ultimate Finance team, Bentley Park and Ultimate Finance believe the Acquisition should create the conditions for more career progression opportunities and greater internal mobility as part of a larger, more scaled platform. It also signals the acceleration of Ultimate Finance's ambitious growth strategy with a stronger market position, better growth prospects and a stronger profit base, while giving Ultimate Finance colleagues access to wider specialist expertise within Time Finance's existing business. The Integration should also create opportunities for Ultimate Finance colleagues to work with new teams and participate in a broader, more ambitious growth journey as part of the Combined Group.

Other stakeholders

For Time Finance clients, Bentley Park believes the Acquisition should provide access to a broader range of funding solutions (notwithstanding that Bentley Park intends that Time Finance will stop offering new soft asset financing products shortly following the Effective Date) and the opportunity for more multi-product lending through a larger, more scalable lender. For Time Finance's invoice finance clients in particular, there should be wider product reach across Ultimate Finance's existing property, cash flow, trade and debtor protection capabilities, supported by a stronger long-term platform and the funding strength of the Combined Group. As the businesses are brought together, the continued relationship-led service model will remain important, with a focus on clear communication, service continuity and the opportunity to bring Ultimate Finance's strong service track record to a larger number of businesses.

For brokers and introducers across the market, Bentley Park and Ultimate Finance believe the Acquisition should provide access to a larger lender with greater funding capacity, a stronger balance sheet and broader funding solutions for Time Finance clients, as noted above. Bentley Park intends to bring together the 'best of both' businesses, maintaining the specialist expertise, relationship-led approach and continuity of service that introducers value. Retaining the people and relationships that introducers know and trust will be an important part of maintaining confidence through the transition.

Existing employment rights and pensions

Bentley Park confirms that, following the Effective Date of the Acquisition, the existing contractual and statutory employment rights of Time Finance employees, including pension arrangements, will be fully safeguarded in accordance with applicable law. Following the Effective Date, Bentley Park intends to review employment terms, policies and benefit arrangements across the Combined Group and any proposed changes would be implemented only following appropriate engagement and consultation processes where required by law.

Time Finance does not operate any defined benefit pension schemes in respect of its employees. Time Finance operates defined contribution pension plans. Bentley Park does not intend to make any immediate changes to the agreed employer contribution rates in relation to such defined contribution pension plans following the Effective Date. Any future changes would be implemented in accordance with applicable law and following any required employee consultation.

Management incentive arrangements

Bentley Park is not in discussions regarding any form of incentive arrangements with any member of Time Finance's management and does not intend to enter into any such discussions prior to the Effective Date.

Headquarters, HQ functions, locations, fixed assets and research and development

Bentley Park will consider the Combined Group's office footprint following the Effective Date as part of its Review and wider planning process for the Integration. Such a review will consider, amongst other things: how the Combined Group can best support clients, introducers and employees while operating efficiently across the office network; the terms of the leases of Time Finance's various offices; potential cost savings; and the importance of maintaining strong local relationships, supporting team engagement and cultural integration whilst preserving the regional expertise that underpins the service model of both businesses.

As at the date of this announcement, no decisions have been taken regarding any particular office location. Any proposals arising from the review would be subject to appropriate information and consultation processes where required by applicable law. Based on its review of Time Finance's business to date, Bentley Park intends for Time Finance's offices in Warrington and Manchester in North West England and Reading in South East England to play an important role in strengthening the regional footprint for the Combined Group's office network. However, Bentley Park does expect that the Review may result in a reduction to the Combined Group's office footprint, at least over time, and will consult with any affected employees appropriately.

The headquarters and registered office of Time Finance is currently located at 2nd Floor, St James House, The Square, Lower Bristol Road, Bath BA2 3BH. Following the Effective Date, Bentley Park intends to change the registered office of Time Finance, and the principal place of business for Ultimate Finance Group-level matters, to First Floor, Equinox North, Great Park Road, Bradley Stoke, Bristol BS32 4QL (being the registered office of Bentley Park and Ultimate Finance).

Save in connection with any changes to the Combined Group's office footprint described above, Bentley Park has no plans to redeploy the fixed assets of Time Finance. Owing to the nature of its business, Time Finance has no research and development function.

Trading facilities

It is intended that dealings in, and registration of transfers of, Time Finance Shares (other than the registration of the transfer of the Scheme Shares to Bentley Park pursuant to the Scheme) will be suspended shortly before the Effective Date at a time to be set out in the Scheme Document. It is further intended that an application will be made to the London Stock Exchange to cancel trading in the Time Finance Shares on AIM with effect from, or shortly following, the Effective Date.

Further details about the cancellation of trading of the Time Finance Shares can be found in paragraph 15 of this announcement.

None of the statements in this paragraph 9 is a "post-offer undertaking" for the purposes of Rule 19.5 of the Code.

10.        Financing of the Acquisition

The cash consideration payable by Bentley Park under the terms of the Acquisition will be financed from existing cash resources of the Wider Ultimate Finance Group and funds to be drawn by Bentley Park under one or more facilities made available to it by Lakeland Cove Ltd and Aviva Holdings Ltd (other companies within the Tavistock Group) under the terms of the Intercompany Loan Agreements.

Dickson Minto Advisers, in its capacity as financial adviser to Bentley Park, confirms that it is satisfied that sufficient financial resources are available to Bentley Park to enable it to satisfy in full the consideration payable to Time Finance Shareholders under the terms of the Acquisition.

11.        Offer-related arrangements

Confidentiality agreements

The Original Confidentiality Agreement

On 25 February 2026, Time Finance and Ultimate Finance entered into a confidentiality agreement (the "Original Confidentiality Agreement") in relation to the possible acquisition of the entire issued and to be issued share capital of Time Finance by Ultimate Finance or one of its group companies, pursuant to which, amongst other things, Ultimate Finance undertook to Time Finance to: (a) subject to certain exceptions, keep information relating to Time Finance and the possible transaction confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the possible transaction. It was originally agreed that those confidentiality obligations were to remain in force for a period of 18 months from the date of the Original Confidentiality Agreement (or, if earlier, the completion of the possible transaction).

The Original Confidentiality Agreement contained standstill provisions which (subject to certain customary exemptions) restricted Ultimate Finance and certain affiliates and representatives and any person acting in concert with Ultimate Finance from, amongst other things, acquiring or offering to acquire interests in certain securities of Time Finance for a period of nine months from the date of the Original Confidentiality Agreement. In addition, the Original Confidentiality Agreement also contained restrictions on Ultimate Finance and certain of its affiliates and representatives from, amongst other things, soliciting or enticing away certain directors, officers or employees of Time Finance or its affiliates (subject to certain customary exemptions) for a period of six months from the date of the Original Confidentiality Agreement.

The Revised Confidentiality Agreement

On 29 July 2026, in the light of the information to be shared by or on behalf of Bentley Park to Time Finance and its advisers in connection with the Acquisition and the satisfaction of the FCA Regulatory Condition, each of Time Finance, Bentley Park and Ultimate Finance entered into a mutual confidentiality agreement (the "Revised Confidentiality Agreement") in connection with the Acquisition. The Revised Confidentiality Agreement terminated and replaced the Original Confidentiality Agreement and is on substantially the same terms as the Original Confidentiality Agreement save that both Time Finance and Bentley Park are bound by reciprocal restrictions of confidentiality and use of information. The termination of the Original Confidentiality Agreement was without prejudice to the rights of Time Finance and Ultimate Finance which had arisen at or prior to such termination.

Pursuant to the Revised Confidentiality Agreement, Bentley Park undertook to Time Finance, and Time Finance undertook to Bentley Park, to: (a) subject to certain exceptions, keep information relating to the other party and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. Those confidentiality obligations will remain in force for a period of 18 months from the date of the Revised Confidentiality Agreement (or, if earlier, the completion of the Acquisition).

The Revised Confidentiality Agreement substantively replicated the standstill and non-solicitation provisions contained in the Original Confidentiality Agreement, save that: (i) each party agreed to be bound by the terms of the non-solicitation provisions; and (ii) it was agreed that the standstill and non-solicitation restrictions would apply from 25 February 2026 (that is, the date of the Original Confidentiality Agreement) rather than the date of the Revised Confidentiality Agreement.

Co-operation Agreement

On 17 August 2026, Bentley Park and Time Finance entered into a co-operation agreement (the "Co-operation Agreement") pursuant to which Bentley Park has agreed to use all reasonable efforts to satisfy the FCA Regulatory Condition and the Condition set out in paragraph 3(c) of Part A of Appendix 1 to this announcement (and to procure that each other Controller uses all reasonable efforts to satisfy the FCA Regulatory Condition) as soon as is reasonably practicable after the date of this announcement and, in any event, in sufficient time to allow the Effective Date to occur on or before 11.59 p.m. on the Long Stop Date.

In addition, Time Finance and Bentley Park have each agreed to certain related co-operation provisions and obligations in relation to the making of filings to the FCA and other Third Parties in connection with the Acquisition.

The Co-operation Agreement records the parties' intention to implement the Acquisition by way of the Scheme and sets out the circumstances in which Bentley Park may elect to switch from a Scheme to a Takeover Offer and the obligations which would apply to Bentley Park in such circumstances.

The Co-operation Agreement is capable of termination in certain circumstances, including if: the Acquisition is withdrawn or lapses in accordance with its terms on or before the Long Stop Date; the Time Finance Directors withdraw or adversely modify or qualify their recommendation of the Acquisition; an offer made by a third party (the purpose of which is to acquire all or a majority of the issued and to be issued share capital of Time Finance or all or a majority of its business and assets) which completes, becomes effective or is declared or becomes unconditional; Conditions 2(a), 2(b), 2(c)(i) or 2(c)(ii) are not satisfied; or otherwise as agreed between Bentley Park and Time Finance.

Pursuant to the terms of the Co-operation Agreement and the requirements of paragraph 3(g)(i) of Appendix 7 to the Code, Bentley Park has undertaken to deliver a notice in writing to Time Finance and the Panel on the Business Day prior to the Court Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Conditions set out in paragraph 2(c) of Part A of Appendix 1 to this announcement); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

The Co-operation Agreement also contains provisions that apply in respect of the Time Finance Share Plan and certain other employee-related matters.

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 between Time Finance and Scheme Shareholders under Part 26 of the Companies Act (although Bentley Park reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement).

The purpose of the Scheme is to provide for Bentley Park to become the holder of the entire issued and to be issued ordinary share capital of Time Finance. This is to be achieved by the transfer of Scheme Shares to Bentley Park in consideration for which Scheme Shareholders who are on the register of members of Time Finance at the Scheme Record Time will receive cash in respect of their Time Finance Shares on the basis described in paragraph 2 of this announcement. The transfer to Bentley Park of the Scheme Shares is intended to result in Time Finance becoming a wholly-owned subsidiary of Bentley Park.

Conditions to the Acquisition

The Acquisition will be subject to the Conditions and certain further 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. In particular, the Scheme will only become Effective if, among other things, the following events occur on or before 11.59 p.m. (London time) on the Long Stop Date:

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

(b)        the Resolutions being duly passed at the General Meeting;

(c)        the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Time Finance and Bentley Park);

(d)        following the sanction by the Court, a copy of the Court Order being delivered to the Registrar of Companies;

(e)        the satisfaction (or, where applicable, waiver) of the FCA Regulatory Condition (being, in summary, receipt of FCA approval of the change in control of certain regulated entities within the Time Finance Group in connection with the Acquisition (or the FCA otherwise being regarded under FSMA as having approved the same), as further described in this announcement); and

(f)         all other Conditions to the Scheme being satisfied or (where applicable) waived.

Bentley Park may only invoke a Condition so as to cause the Acquisition not to proceed, lapse or to be withdrawn with the consent of the Panel. Certain Conditions are not subject to this requirement. Further details are set out in Part B of Appendix 1.

Additionally, the Scheme will lapse if, among other things:

(a)        the Court Meeting and/or the General Meeting is not held by the 22nd day after the expected date of such meeting, which will be set out in the Scheme Document in due course (or such later date as may be agreed between Bentley Park and Time Finance with the consent of the Panel and, in the case of the Court Meeting, as the Court may allow);

(b)        the Court Hearing is not held by the 22nd day after the expected date of such hearing, which will be set out in the Scheme Document in due course (or such later date as may be agreed between Bentley Park and Time Finance with the consent of the Panel, and as the Court may allow); or

(c)        the Scheme does not become Effective at or before 11.59 p.m. (London time) on the Long Stop Date.

Upon the Scheme becoming Effective: (a) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour); and (b) 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 cash consideration payable under the Scheme will be despatched to Scheme Shareholders by Bentley Park no later than 14 days after the Effective Date.

Full details of the Scheme will be included in the Scheme Document, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition and will specify the necessary actions to be taken by Scheme Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be posted to Time Finance Shareholders and, for information only, to persons with information rights within 28 days of this announcement (or such later time as Bentley Park, Time Finance and the Panel may agree). Subject, amongst other things, to the satisfaction or (where applicable) waiver of the Conditions, it is expected that the Scheme will become effective in the fourth quarter of 2026.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will also be subject to the applicable requirements of the Code, the Panel, the FCA, the London Stock Exchange (including the AIM Rules) and the Registrar of Companies.

There are no agreements or arrangements to which Bentley Park is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition of the Acquisition.

13.        Time Finance Share Plan

Participants in the Time Finance Share Plan will be contacted separately regarding the effect of the Acquisition on their rights under the Time Finance Share Plan and, in accordance with Rule 15 of the Code, Bentley Park will make appropriate proposals to such participants in due course. Details of the impact of the Scheme on the Time Finance Share Plan and the proposals referred to above will be set out in the Scheme Document.

14.        Right to switch to a Takeover Offer

Bentley Park reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

In such an event, the Acquisition 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 for an acquisition being made by way of a Takeover Offer, including (without limitation) the inclusion of an acceptance condition set at 90 per cent. of the Time Finance Shares to which the Takeover Offer relates (or such lesser percentage as may be determined by Bentley Park after consultation with the Panel (if necessary), or as may be required under the terms of the Co-operation Agreement), being, in any case, more than 50 per cent. of the voting rights normally exercisable at a general meeting of Time Finance, including, for this purpose, any such voting rights attaching to Time Finance Shares that are issued before the acceptance condition is satisfied, whether pursuant to the exercise of conversion or subscription rights or otherwise). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Time Finance Shares are otherwise acquired by Bentley Park, it is the intention of Bentley Park to apply the provisions of the Companies Act to compulsorily acquire any outstanding Time Finance Shares to which the Takeover Offer relates.

15.        Cancellation of trading and re-registration as a private company

It is intended that dealings in Time Finance Shares will be suspended on or shortly before the Effective Date at a time to be set out in the Scheme Document. It is further intended that an application will be made to the London Stock Exchange to cancel trading in Time Finance Shares on AIM, with effect from or shortly after the Effective Date.

The last day of dealings in Time Finance Shares on AIM is currently expected to be the Business Day immediately prior to the Effective Date and it is currently intended that no transfers will be registered after 6.00 p.m. (London time) on that date.

Upon the Scheme becoming Effective, share certificates in respect of Time Finance Shares will cease to be valid and should be destroyed. Once the Scheme has become Effective entitlements held within CREST to Time Finance Shares will be cancelled.

It is Bentley Park's intention that, as soon as practicable following the Effective Date, Time Finance will be re-registered as a private limited company.

16.        Disclosure of interests in Time Finance

As at the Latest Practicable Date, other than the irrevocable undertakings referred to in paragraph 6 of this announcement, none of Bentley Park, nor any of its directors nor, so far as Bentley Park is aware, any person acting, or deemed to be acting, in concert with Bentley Park, had:

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

(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, relevant securities of Time Finance; or

(c)        borrowed, lent or entered into any financial collateral arrangements or dealing arrangements of the kind referred to in Note 11 on the definition of acting in concert in the Code in respect of any relevant securities of Time Finance.

In this paragraph 16:

·      "relevant securities of Time Finance" means Time Finance Shares and securities convertible into, or rights to subscribe for, options (including traded options) in respect of, Time Finance Shares and derivatives referenced thereto; and

·      "interests in securities" arise, in summary, when a person has a long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

17.        Overseas Time Finance Shareholders

The availability of the Acquisition and the distribution of this announcement to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Time Finance Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement is not intended to, and does not, constitute or form part of any offer to sell or to subscribe for, or any invitation to purchase or subscribe for, or the solicitation of any offer to purchase or otherwise subscribe for, any securities. Time Finance Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been despatched.

Further information for Time Finance Shareholders resident, or located, in overseas jurisdictions will be set out in the Scheme Document.

18.        General

The Scheme Document and the Forms of Proxy accompanying the Scheme Document are expected to be sent to Time Finance Shareholders within 28 days of this announcement (or such later time as Bentley Park, Time Finance and the Panel may agree). A copy of the Scheme Document is also expected to be sent (for information only) to persons with information rights at the same time as it is posted to Time Finance Shareholders.

In deciding whether or not to vote or procure votes to approve the Scheme at the Court Meeting or to vote or procure votes in favour of the Resolutions at the General Meeting in respect of their Time Finance Shares, Time Finance Shareholders who are eligible to vote at such Meetings should rely on the information contained, and follow the procedures described, in the Scheme Document and the Forms of Proxy.

The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document. The sources and bases of calculation of certain information contained in this announcement are set out in Appendix 2. Details of the Time Finance Profit Estimates contained in the FY 2025/26 Trading Update are set out in Appendix 3. Details of the irrevocable undertakings given by certain Time Finance Shareholders in relation to the Acquisition are set out in Appendix 4. Certain definitions and terms used in this announcement are set out in Appendix 5.

Dickson Minto Advisers, Interpath and Cavendish have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

19.        Documents available on websites

Copies of the following documents will, by no later than 12 noon on the Business Day following the date of this announcement, be made available, free of charge, on Ultimate Finance's website at https://ultimatefinance.co.uk/investor-relations and on Time Finance's website at https://investors.timefinance.com until the end of the Offer Period:

(a)        this announcement;

(b)        the irrevocable undertakings referred to in paragraph 6 and summarised in Appendix 4 to this announcement;

(c)        the Original Confidentiality Agreement;

(d)        the Revised Confidentiality Agreement;

(e)        the Co-operation Agreement;

(f)         the Intercompany Loan Agreements; and

(g)        the consent letters from each of Dickson Minto Advisers, Interpath and Cavendish referred to in paragraph 18 above.

For the avoidance of doubt, neither the content of the websites referred to in this announcement nor the contents of any website accessible from hyperlinks set out in this announcement is incorporated into, or forms part of, this announcement.

Enquiries:

Bentley Park (UK) Limited	via Nepean
Dickson Minto Advisers (Financial adviser to Bentley Park)	Tel: [phone]
Douglas Armstrong / Jamie Seedhouse / Andrew Clark
Nepean (Communications adviser to Bentley Park)	Tel: [phone]
Woolf Thomson Jones / Harry Roxburgh	[e-mail]
Time Finance plc	via Cavendish
Ed Rimmer (CEO) / James Roberts (CFO)
Cavendish (Financial adviser, NOMAD and corporate broker to Time Finance)	Tel: [phone]
Ben Jeynes / Teddy Whiley / Andrea Callaghan / Henrik Persson
Interpath Ltd (Financial adviser to Time Finance)	Tel: [phone]
Nick Parkhouse / Zohair Motiwala (Financial Services M&A)
Walbrook PR (Communications adviser to Time Finance)	Tel: [phone]
Nick Rome / Tom Cooper	[e-mail]

Dickson Minto LLP is acting as legal adviser to Bentley Park.

Simmons & Simmons LLP is acting as legal adviser to Time Finance.

Inside information

This announcement contains inside information as defined in the Market Abuse Regulation. Upon the publication of this announcement via a Regulatory Information Service, such inside information will be considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of Time Finance is James Roberts, Company Secretary.

Important notices relating to financial advisers

Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Bentley Park and no-one else in connection with the matters described in this announcement and will not regard any other person as its client in respect thereof or be responsible to anyone other than Bentley Park for providing the protections afforded to clients of Dickson Minto Advisers or its affiliates nor for providing advice in connection with any matter referred to in this announcement. Neither Dickson Minto Advisers nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 other than Bentley Park in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Dickson Minto Advisers as to the contents of this announcement.

Interpath Ltd ("Interpath"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Time Finance and no-one else in connection with the matters described in this announcement and will not regard any other person as its client in respect thereof or be responsible to anyone other than Time Finance for providing the protections afforded to clients of Interpath or its affiliates nor for providing advice in connection with any matter referred to in this announcement. Neither Interpath nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 other than Time Finance in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Interpath as to the contents of this announcement.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Time Finance and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Time Finance for providing the protections afforded to clients of Cavendish nor for providing advice in connection with the matters referred to herein. Neither Cavendish 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 Cavendish in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Cavendish nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Time Finance or the matters described in this announcement. To the fullest extent permitted by applicable law, Cavendish and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.

Further information

This announcement is for information purposes only. It is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer 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, nor shall there be any sale, issuance or transfer of securities in Time Finance in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Offer Document). Time Finance and Bentley Park urge Time Finance Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information relating to the Acquisition.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. This announcement does not constitute a prospectus or a prospectus equivalent document.

No person should construe the contents of this announcement as legal, financial or tax advice. 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

This announcement has been prepared in accordance with, and for the purpose of complying with, English law, the AIM Rules, the Code, MAR and the DTRs, 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.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom (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 United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom to participate in the Acquisition or to vote their Scheme Shares or Time Finance Shares (as applicable) in respect of the Scheme at the Court Meeting or the Resolutions at the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the 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, advisers and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bentley Park 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 other jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

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, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws or regulations of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws or regulations in that jurisdiction. Doing so may render invalid any related purported vote in respect of, or acceptance of, the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

The availability of the Acquisition to Time Finance Shareholders who are not resident in the United Kingdom may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Time Finance Shareholders in overseas jurisdictions will be contained in the Scheme Document.

The Acquisition will be subject to the applicable requirements of English law, the Court, the Code, the Panel, the FCA, the London Stock Exchange (including the AIM Rules) and the Registrar of Companies.

Additional information for US investors

The Acquisition relates to the shares of an English company and is expected to be implemented by means of a scheme of arrangement provided for under the Companies Act. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England whose shares are traded on the London Stock Exchange's AIM, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.

The financial information with respect to Time Finance included in this announcement and the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the UK and may not therefore be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. Generally accepted accounting principles in the US differ in certain significant respects from the accounting standards applicable in the UK.

If, in the future, Bentley Park exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the US, the Acquisition will be made in compliance with applicable US laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder.

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

Neither the SEC nor any US state securities commission has approved or disapproved 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 US.

Each of Time Finance and Bentley Park is incorporated under the laws of England and Wales. In addition, some or all of their respective officers and directors reside outside the US, and some or all of their respective assets are or may be located in jurisdictions outside the US. Therefore, investors may have difficulty effecting service of process within the US upon those persons or recovering against Time Finance or Bentley Park or their respective officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. It may be difficult for US Time Finance Shareholders to enforce their rights and claims arising out of the US federal securities laws and it may not be possible to sue Time Finance or Bentley Park or their respective officers or directors in a non-US court for violations of US securities laws.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act, to the extent applicable, Bentley Park or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Time Finance Shares outside the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn, in compliance with applicable law, including the Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at: http://www.londonstockexchange.com.

Further details in relation to US investors in Time Finance will be contained in the Scheme Document.

Forward-looking statements

This announcement, oral statements made regarding the Acquisition, and other information published by Bentley Park and/or Time Finance in respect of the Acquisition contain certain statements which are, or may be deemed to be, "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on the current expectations and projections of the management of Bentley Park, Ultimate Finance and/or Time Finance (as the case may be) about future events, and are, therefore, naturally subject to risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking statements often use words such as, without limitation, "anticipate", "budget", "scheduled", "target", "expect", "estimate", "intend", "plan", "forecast", "project", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Time Finance or Bentley Park or Ultimate Finance, (iii) the effects of government regulation on the business of Time Finance or Bentley Park or Ultimate Finance, (iv) the expected effects of the Acquisition on Time Finance and/or Ultimate Finance and (v) the expected timing and scope of the Acquisition. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, circumstances or conditions, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this announcement, neither they nor any other statements have been reviewed by the auditors of Bentley Park, Ultimate Finance and/or Time Finance. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, none of Bentley Park, Ultimate Finance and/or Time Finance can give any assurance that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of Bentley Park, Ultimate Finance and/or Time Finance or their respective associates, members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as required by the FCA, the London Stock Exchange, the Part VI Rules or any other applicable law and/or regulation, none of Bentley Park, Ultimate Finance and/or Time Finance or their respective associates, members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to Bentley Park, Ultimate Finance and/or Time Finance or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Profit forecasts, estimates and quantified financial benefit statements

The Time Finance Profit Estimates are profit estimates for the purposes of Rule 28 of the Code. The Time Finance Profit Estimates and the Time Finance Directors' confirmation, as required by Rule 28.1 of the Code, are set out in paragraph 7 and Appendix 3 to this announcement.

Other than in respect of the Time Finance Profit Estimates, no statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefit statement for, or in respect of, Bentley Park or Time Finance for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

For the purposes of Rule 28 of the Code, the Time Finance Profit Estimates contained in this announcement are the responsibility of Time Finance and the Time Finance Directors.

Publication on websites

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Ultimate Finance's website at https://ultimatefinance.co.uk/investor-relations and on Time Finance's website at https://investors.timefinance.com by no later than 12 noon on the Business Day following the date of this announcement.

Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Time Finance's registrar, Neville Registrars, in accordance with the procedure set out below.

Time Finance Shareholders and persons with information rights may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be sent in hard copy form, free of charge. For persons who have received a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent to you unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

If you would like to request a hard copy of this announcement please contact Neville Registrars during business hours on [phone] (lines are open from 9.00 a.m. to 5.00 p.m., Monday to Friday (excluding public holidays in England and Wales)) or by submitting a request in writing to Neville Registrars at Neville House, Steelpark Road, Halesowen B62 8HD, United Kingdom or via email at [e-mail]. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Calls are charged at the applicable international rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate and different charges may apply to calls from mobile telephones.

Information relating to Time Finance Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Time Finance Shareholders, persons with information rights and other relevant persons for the receipt of communications from Time Finance may be provided to Bentley Park during the Offer Period as required under section 4 of Appendix 4 to the Code.

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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 one 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. (London time) 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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the Latest Practicable Date, Time Finance's issued share capital consisted of 92,512,704 ordinary shares of 10 pence each (excluding any shares held in treasury), each with voting rights and admitted to trading on AIM, the market operated by the London Stock Exchange. Time Finance holds no ordinary shares in treasury. The total number of voting rights in Time Finance is therefore currently 92,512,704. The International Securities Identification Number for Time Finance ordinary shares is: GB00BCDBXK43. The legal entity identifier for Time Finance is: 213800VG3QJGBP2MKR86.

Right to switch to a Takeover Offer

Bentley Park reserves the right to elect, with the consent of the Panel and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bentley Park intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Time Finance Shares in respect of which the Takeover Offer has not been accepted.

Time

All times referred to in this announcement are London times, unless otherwise stated.

APPENDIX 1

CONDITIONS TO, AND CERTAIN FURTHER TERMS OF, THE ACQUISITION AND THE SCHEME

The Acquisition and the Scheme will be subject to the Conditions and terms set out in this Appendix 1 and in the Scheme Document.

Part A

Conditions to the Acquisition and the Scheme

            Long Stop Date

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

Conditions of the Scheme

2.         The Scheme will be conditional upon:

(a)       

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

(ii)         the Court Meeting and any separate class meeting which may be required by the Court (as applicable) or any adjournment of any such meeting(s) 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, if any, as Bentley Park and Time Finance may agree, with the consent of the Panel (and that the Court may allow, if required));

(b)       

(i)         the Resolutions being duly passed by the requisite majority or majorities at the General Meeting or at any adjournment thereof; and

(ii)         the General Meeting or any adjournment thereof 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, if any, as Bentley Park and Time Finance may agree, with the consent of the Panel (and that the Court may allow, if required)); and

(c)       

(i)         the sanction of the Scheme by the Court with or without modification (but subject to any such modification being on terms acceptable to Bentley Park and Time Finance);

(ii)         the Court Hearing being held on or before the 22nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Bentley Park and Time Finance may agree, with the consent of the Panel (and that the Court may allow, if required)); and

(iii)       the delivery of a copy of the Court Order to the Registrar of Companies for registration.

General Conditions

3.         In addition, Bentley Park and Time Finance have agreed that, subject as stated in Part B below and to the requirements of the Panel and the Code, 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 prior to the Scheme being sanctioned by the Court:

(a)        receipt of written notice from the FCA in accordance with section 189(4) or 189(7) of FSMA either unconditionally or with conditions satisfactory to Bentley Park (acting reasonably) of the FCA's approval of the acquisition or increase of control (within the meaning of Article 6A(2) of the FSMA Controllers Exemption Order) over each member of the Wider Time Finance Group that is a UK authorised person (as defined in section 191G(1) of FSMA) by each member of the Wider Ultimate Finance Group or any other person whose acquisition or increase of control (within the meaning of Article 6A(2) of the FSMA Controllers Exemption Order) over such entities would take place as a result of the Acquisition or its implementation or the FCA has otherwise been deemed to have given such approval pursuant to section 189(6) of FSMA;

General anti-trust and Third Party authorisations, consents and clearances

(b)        other than in respect of the matters referred to in Condition 3(a), 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 (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 Ultimate Finance Group or the Wider Time Finance Group (as the case may be) 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, Time Finance by Bentley Park or any member of the Wider Ultimate Finance Group;

(c)        other than in respect of the matters referred to in Condition 3(a), 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 Ultimate Finance Group of any shares or other securities in, or control of, Time Finance and all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary or appropriate by Bentley Park or any member of the Wider Ultimate Finance 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, Time Finance or any member of the Wider Time Finance Group by any member of the Wider Ultimate Finance Group having been obtained in terms and in a form satisfactory to Bentley Park from all appropriate Third Parties or persons with whom any member of the Wider Time Finance 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 Time Finance Group which are material in the context of the Bentley Park Group or the Time Finance 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, suspend, restrict, modify or not to renew any of the same;

(d)        other than in respect of the matters referred to in Condition 3(a), 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 required any action to be taken or enacted, or made or proposed any statute, regulation, decision, order or change to published practice or having taken any other step or done anything (and in each case, not having withdrawn the same) 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 materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture, by any member of the Wider Ultimate Finance Group or any member of the Wider Time Finance Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof) to the extent which, in any such case, is material in the context of the Wider Time Finance Group or the Wider Ultimate Finance Group (as the case may be);

(ii)         require, prevent or materially delay, or alter the material terms envisaged for, the divestiture by any member of the Wider Ultimate Finance Group of any shares or other securities in Time Finance or any other member of the Wider Time Finance Group or in any member of the Wider Ultimate Finance Group;

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

(iv)        otherwise materially adversely affect any or all of the business, assets, profits, value, financial or trading position or prospects of any member of the Wider Ultimate Finance Group or of any member of the Wider Time Finance Group to an extent which, in any such case, is material in the context of the Wider Ultimate Finance Group or the Wider Time Finance Group (as the case may be) taken as a whole or in the context of the Acquisition;

(v)        make the Scheme, the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Bentley Park or any member of the Wider Ultimate Finance Group of any shares or other securities in, or control or management of, Time Finance or any other member of the Wider Time Finance Group void, voidable, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, prevent, restrain, restrict, prohibit, delay or otherwise adversely interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith, or require amendment to the terms of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Time Finance or any other member of the Wider Time Finance Group by any member of the Wider Ultimate Finance Group;

(vi)        require (save as envisaged pursuant to the Acquisition or, if applicable, sections 974 to 991 of the Companies Act) any member of the Wider Ultimate Finance Group or the Wider Time Finance Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Time Finance Group or the Wider Ultimate Finance Group or any other asset owned by any third party;

(vii)       impose any material limitation on or result in any material delay in the ability of any member of the Wider Ultimate Finance Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any member of the Wider Time Finance Group and/or the Wider Ultimate Finance Group; or

(viii)      result in any member of the Wider Time Finance Group or the Wider Ultimate Finance 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 decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Time Finance or any other member of the Wider Time Finance Group by any member of the Wider Ultimate Finance Group or otherwise intervene, having expired, lapsed or been terminated;

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

(e)        except as Disclosed, there being no provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the Wider Time Finance Group is a party or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Acquisition, the Scheme or the acquisition or proposed acquisition by any member of the Wider Ultimate Finance Group of any shares or other securities (or equivalent) in Time Finance or because of a change in the control or management of Time Finance or any other member of the Wider Time Finance Group or otherwise, could or might result in any of the following (in any case, to an extent which is material and adverse in the context of the Wider Time Finance Group, in each 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 any 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, lease, 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 asset or interest of, or any asset the use of which is enjoyed by, 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, encumbrance or other security interest over the whole or any part of the business, property, assets or interests of any such member or any such mortgage, charge, encumbrance or other security interest (whenever created, arising or having arisen) becoming enforceable;

(v)        the rights, liabilities, obligations or interests of any such member under any such agreement, arrangement, licence, lease, permit or other instrument, or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being or becoming capable of being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)        the value of any such member or its financial or trading position, profits 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;

(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;

(ix)        any liability of any such member to make any severance, termination, bonus or other payment to any of its directors; or

(x)        any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and, except as Disclosed, no event having occurred which, under any provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the Wider Time Finance 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 (x) of this Condition;

Certain events occurring since 31 May 2025

(f)         except as Disclosed, no member of the Wider Time Finance Group having, since 31 May 2025:

(i)         save as: (i) between Time Finance and its wholly-owned subsidiaries or between such wholly-owned subsidiaries; (ii) pursuant to the exercise of options in issue at the date of this announcement under the Time Finance Share Plan; or (iii) as agreed in advance in writing by Ultimate Finance, issued, agreed to issue, or authorised or proposed the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury;

(ii)         save as between Time Finance and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;

(iii)        authorised, implemented or effected any merger or demerger with any body corporate, partnership or business, any joint venture, asset or profit sharing arrangement, partnership, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement 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, acquisition or disposal, joint venture, asset or profit sharing arrangement, partnership, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement, transfer, mortgage, charge or security interest, in each case to an extent that is material in the context of the Wider Time Finance Group taken as a whole or in the context of the Acquisition;

(iv)        save as between Time Finance and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made or authorised or proposed or announced an intention to propose any change in its loan capital to an extent which is material in the context of the Wider Time Finance Group taken as a whole or in the context of the Acquisition;

(v)        issued, authorised or proposed the issue of, or made any change in or to, any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or become subject to any liability (actual or contingent);

(vi)        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-paragraph (i) above, made any other change to any part of its share capital to an extent which is material in the context of the Wider Time Finance Group taken as a whole or in the context of the Acquisition;

(vii)       entered into or materially changed the terms of any contract with any director or senior executive of any members of the Wider Time Finance Group;

(viii)      entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, agreement, arrangement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or could reasonably be expected to involve an obligation of a nature or magnitude which is or would be reasonably likely to be restrictive on the business of any member of the Wider Time Finance Group or which restricts or would restrict the business of any member of the Wider Time Finance Group or which involves or would involve an obligation of such a nature or magnitude other than in the ordinary course of business;

(ix)        (other than in respect of a member of the Wider Time Finance Group which is dormant and was solvent at the relevant time) taken or proposed to take any corporate action or steps or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding--up (voluntary or otherwise), 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 had any such person appointed;

(x)        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(f);

(xi)        other than with respect to claims between Time Finance and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, waived, settled, abandoned or compromised any claim or admitted any dispute, claim or counter-claim, whether made or potential and whether by or against any member of the Wider Time Finance Group to the extent which is material in the context of the Wider Time Finance Group or the Wider Ultimate Finance Group (as the case may be) or in the context of the Acquisition;

(xii)       made any material alteration to its memorandum or articles of association or other incorporation documents, other than in connection with the Acquisition;

(xiii)      been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend in writing) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)      commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise;

(xv)       terminated or varied the terms of any agreement or arrangement between any member of the Wider Time Finance Group and any other person in a manner which would or might reasonably be expected to be materially adverse to the Wider Time Finance Group taken as a whole;

(xvi)      other than as required in accordance with applicable law, made, proposed, or agreed or consented to or procured any material change to:

(A)        the terms of the trust deeds or other governing documents constituting the pension scheme(s) established by any member of the Wider Time Finance Group for its directors, former directors, employees, former 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;

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

(E)        the manner in which the assets of such pension schemes are invested;

in each case, to the extent material in the context of the Wider Time Finance Group taken as a whole or in the context of the Acquisition;

(xvii)     carried out any act (other than any act arising from or in connection with the Acquisition):

(A)        which would or could reasonably be expected to lead to the commencement of the winding up of any pension scheme(s) established by any member of the Wider Time Finance Group for its directors, former directors, employees, former employees or their dependents;

(B)        would or might create a material debt owed by an employer to any such pension scheme;

(C)        which would or might accelerate any obligation on any employer to fund or pay additional contributions to any such pension scheme; or

(D)        which would, having regard to the published guidance of the Pensions Regulator, give rise to a liability on a member of the Wider Time Finance Group to make payment to any such pension scheme arising out of the operation of sections 38 and 38A of the Pensions Act 2004;

(xviii)    entered into or proposed to enter into one or more bulk annuity contracts in relation to any such pension scheme pursuant to which a member of the Wider Time Finance Group is required to pay further contributions, or agreed to the entering into of a bulk annuity contract by a trustee of any such pension scheme, in each case other than as required in accordance with applicable law;

(xix)      proposed, agreed to provide or modified in a material respect the terms of any share option scheme (including the Time Finance Share Plan), incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Time Finance Group; or

(xx)       other than with the consent of Bentley Park, taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Time Finance Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

No adverse change, litigation or regulatory enquiry

(g)        except as Disclosed, since 31 May 2025:

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

(ii)         no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Wider Time Finance Group is or may become a party (whether as a claimant, 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 Time Finance Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider Time Finance Group which, in any such case, has had or might reasonably be expected to have a material adverse effect on the Wider Time Finance Group taken as a whole or in the context of the Acquisition;

(iii)        no contingent or other liability having increased or arisen or become apparent to Bentley Park which has had or might reasonably be expected to have an adverse effect on the business, assets, value of, or the financial or trading position, profits or prospects of any member of the Wider Time Finance Group to an extent which is material in the context of the Wider Time Finance Group taken as a whole or in the context of the Acquisition;

(iv)        no member of the Wider Time Finance 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 Time Finance Group taken as a whole or in the context of the Acquisition; or

(v)        no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Time Finance 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 on the Wider Time Finance Group which is material in the context of the Wider Time Finance Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

(h)        except as Disclosed, Bentley Park not having discovered (in each case to an extent which is material in the context of the Wider Time Finance Group taken as a whole or material in the context of the Acquisition):

(i)         that any financial, business or other information concerning the Wider Time Finance Group as contained in the information publicly announced before the date of this announcement or Disclosed is misleading, contains a 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 by or on behalf of the Wider Time Finance Group either through the publication of an announcement via a Regulatory Information Service or otherwise to Bentley Park or its advisers;

(ii)         that any member of the Wider Time Finance Group is subject to any liability (contingent or otherwise);

(iii)        any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Time Finance Group;

(iv)        any past or present member of the Wider Time Finance 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 Time Finance Group;

(v)        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 Time Finance 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 Time Finance Group (or on its behalf) or by any person for which a member of the Wider Time Finance 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;

(vi)        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 Ultimate Finance Group or any present or past member of the Wider Time Finance 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, reinstate 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 Time Finance Group (or on its behalf) or by any person for which a member of the Wider Time Finance 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; or

(vii)       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 Time Finance Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Time Finance Group; and

Anti-corruption, sanctions and criminal property

(i)         except as Disclosed, Bentley Park not having discovered that:

(i)         (a) any past or present member, director, officer or employee of the Wider Time Finance Group is or has at any time engaged in any activity, practice or conduct that would constitute an offence under the Bribery Act 2010, the US 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 (b) any person that performs or has performed services for or on behalf of the Wider Time Finance 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 US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or anti-bribery law, rule or regulation or any other applicable law, rule or regulation concerning improper payments or kickbacks; or

(ii)         any asset of any member of the Wider Time Finance 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 Time Finance Group is found to have engaged in activities constituting money laundering under any applicable law, rule or regulation concerning money laundering; or

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

(A)        any government, entity or individual in respect of which US, United Kingdom 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 US, United Kingdom or European Union laws or regulations, including the economic sanctions administered by the US Office of Foreign Assets Control, or HM Treasury in the United Kingdom; or

(B)        any government, entity or individual targeted by any of the economic sanctions of the United Nations, the US, the United Kingdom, 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; or

(iv)        any past or present member, director, officer or employee of the Wider Time Finance 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 US 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 US 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 government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

(v)        any member of the Wider Time Finance Group has engaged in any transaction that would cause Bentley Park or any other member of the Wider Ultimate Finance Group to be in breach of any law or regulation upon completion of the Acquisition, including the economic sanctions of the US Office of Foreign Assets Control, or HM Treasury in the United Kingdom, or any other governmental authority.

Part B

Certain further terms of the Acquisition and the Scheme

1.         The Acquisition will be subject to the satisfaction (or waiver, if capable of waiver) of the Conditions in Part A above, and to certain further terms set out in this Part B, and to the full terms and conditions which will be set out in the Scheme Document.

2.         Subject to the requirements of the Panel or the Court, Bentley Park reserves the right to waive, in whole or in part, all or any of the Conditions in Part A above, except for Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 2(c)(iii) which cannot be waived.

3.         The deadlines in any of Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended to such later date as may be agreed in writing by Bentley Park and Time Finance (with the consent of the Panel and/or approval of the Court, if required). If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) are not satisfied by the deadline specified in the relevant Condition, Bentley Park 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 deadline or agreed with Time Finance to extend the relevant deadline. Conditions 2(a), 2(b) and 3(a) to 3(i) (inclusive) must be fulfilled, or (if capable of waiver) waived, by no later than 11.59 p.m. on the date immediately preceding the date of the Court Hearing. The Acquisition will lapse if it does not become Effective by 11.59 p.m. on the Long Stop Date.

4.         Bentley Park shall be under no obligation to waive (if capable of waiver) or treat as satisfied any of the Conditions by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions to the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

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

6.         Subject to paragraph 7 below, under Rule 13.5(a) of the Code, Bentley Park 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 Bentley Park 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.

7.         The Conditions set out in paragraphs 1, 2(a)(i), 2(b)(i), 2(c)(i) and 2(c)(iii) of Part A of this Appendix 1 (and any Takeover Offer acceptance condition adopted on the basis specified in paragraph 15 of this Part B of this Appendix 1) will not be subject to Rule 13.5(a) of the Code.

8.         Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bentley Park.

9.         If Bentley Park is required by the Panel to make an offer for Time Finance Shares under the provisions of Rule 9 of the Code, Bentley Park may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

10.        Scheme Shares will be acquired by Bentley Park under the Acquisition fully paid and free from all liens, equitable interests, charges, encumbrances, options, 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 or accruing thereto, including (without limitation) voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital or value (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement, other than any dividend, distribution and/or other return of capital or value in respect of which Bentley Park exercises its right under the terms of the Acquisition to reduce the Offer Price.

11.        Without prejudice to any right Bentley Park may have, with the consent of the Panel, to invoke Condition 3(f)(ii), if, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable by Time Finance in respect of the Time Finance Shares (in each case with a record date prior to the Effective Date), Bentley Park reserves the right to reduce the Offer Price payable in respect of each Time Finance Share by an amount equal to the amount of such dividend, distribution and/or return of capital or value (provided that, to the extent that such dividend, other distribution or other return of capital or value is cancelled, the consideration shall not be subject to change). If Bentley Park exercises this right to reduce the consideration, any reference in this announcement to the Offer Price will automatically be deemed to be a reference to the consideration as so reduced. In such circumstances, Time Finance Shareholders will be entitled to receive and retain any such dividend, distribution and/or return of capital or value. Any reduction in the Offer Price pursuant to this paragraph shall not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

12.        No amounts of cash of less than one penny will be paid to any Time Finance Shareholder pursuant to the Acquisition and the aggregate amount of cash to which a Time Finance Shareholder will be entitled under the Acquisition will be rounded down to the nearest penny.

13.        The availability of the Acquisition to persons resident in, or citizens of, or otherwise subject to, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Time Finance Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

14.        Unless otherwise determined by Bentley Park or required by the Code, the Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or any means of instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

15.        Bentley Park reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme, subject to obtaining the consent of the Panel and to the terms of the Co-operation Agreement. 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 for an acquisition being made by way of a Takeover Offer including (without limitation) the inclusion of an acceptance condition set at 90 per cent. of the Time Finance Shares to which the Takeover Offer relates (or such lesser percentage as may be determined by Bentley Park 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 Time Finance, including, for this purpose, any such voting rights attaching to Time Finance Shares that are issued before such acceptance condition is satisfied, whether pursuant to the exercise of conversion or subscription rights or otherwise). Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Time Finance Shares are otherwise acquired, it is the intention of Bentley Park to apply the provisions of the Companies Act to compulsorily acquire any outstanding Time Finance Shares to which the Takeover Offer relates.

appendix 2

Sources of information and bases of calculation

In this announcement, unless otherwise stated or the context otherwise requires, the following sources of information and bases of calculation have been used:

1.         As at the Latest Practicable Date, Time Finance had 92,512,704 ordinary shares in issue, each carrying one vote, and Time Finance did not hold any ordinary shares in treasury. Therefore, at the Latest Practicable Date the total voting rights in Time Finance were (and the total number of Time Finance Shares in issue excluding shares held in treasury was) 92,512,704.

2.         As at the Latest Practicable Date, Time Finance had 92,512,704 Scheme Shares in issue, being the 92,512,704 Time Finance Shares in issue referred to in paragraph 1 above.

3.         The value of approximately £55.13 million for the entire issued and to be issued ordinary share capital of Time Finance is based on:

(a)        the Offer Price of 59.1 pence for each Time Finance Share;

(b)        92,512,704 Time Finance Shares in issue as at the Latest Practicable Date, excluding shares held in treasury; and

(c)        775,000 Time Finance Shares to be issued pursuant to the exercise of options under the Time Finance Share Plan.

4.         Unless otherwise stated, all prices quoted for Time Finance Shares are Closing Prices.

5.         Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest hundredth of a penny.

6.         The premium calculations to the price for each Time Finance Share have been calculated by reference to:

(a)        the Closing Price of 52.50 pence per Time Finance Share on 14 August 2026;

(b)        the volume weighted average price of 47.84 pence per Time Finance Share for the three-month period ended on 14 August 2026; and

(c)        the volume weighted average price of 46.34 pence per Time Finance Share for the six-month period ended on 14 August 2026.

7.         Unless otherwise stated, the financial information relating to Time Finance has been extracted from Time Finance's 2025 Annual Report, 2025 Interim Report or FY 2025/26 Trading Update.

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

appendix 3

Time Finance Profit ESTIMATES

1.         Time Finance Profit Estimates

On 25 June 2026, Time Finance published a trading update in respect of the financial year ended 31 May 2026 (the "FY 2025/26 Trading Update"). The FY 2025/26 Trading Update provided estimates as to Time Finance's profits for the year ended 31 May 2026 as follows:

"Unaudited FY 2025/26 Financial Highlights

…

·           Profit Before Tax and Exceptional Items up 8% to £8.5m (FY 2024/25: £7.9m)

·           Profit before Tax ("PBT") up 6% to £8.4m (FY 2024/25: £7.9m)

·           PBT margin improved by 100 bps to 22% (FY 2024/25: 21%)"

Each statement constitutes a profit estimate for the purposes of Rule 28 of the Code and the Takeover Panel has confirmed that the Time Finance Profit Estimates constitute ordinary course profit estimates for the purposes of Note 2(a) to Rule 28.1 of the Code, to which the requirements of Rule 28.1(c)(i) of the Code apply.

2.         Time Finance Directors' confirmation

The Time Finance Directors have considered the Time Finance Profit Estimates and confirm that they remain valid as at the date of this announcement, have been properly compiled and the basis of the accounting used is consistent with the Time Finance Group's accounting policies.

3.         Basis of preparation and assumptions

The Time Finance Profit Estimates are based on the unaudited management accounts for Time Finance for the year ended 31 May 2026. The Time Finance Profit Estimates are not based on any assumptions.

appendix 4

DETAILS OF IRREVOCABLE UNDERTAKINGS IN RESPECT OF TIME FINANCE SHARES

1.         Time Finance Directors' irrevocable undertakings

Each of the Time Finance Directors has entered into an irrevocable undertaking with Bentley Park to vote (and, if applicable, procure votes) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting or, if Bentley Park exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer, in respect of their entire beneficial holdings of Time Finance Shares:

Name of Time Finance Director		Number of Time Finance Shares in respect of which the irrevocable undertaking is given	Percentage of Time Finance's issued ordinary share capital
Tanya Raynes		38,664	0.04
Paul Hird		96,930	0.10
Ed Rimmer1		1,362,013	1.47
James Roberts		675,000	0.72
Tracy Watkinson		18,231	0.01
Total		2,190,838	2.36

^1. Includes 30,432 Time Finance Shares beneficially held by a close relative of Ed Rimmer.

These irrevocable undertakings would also extend to any Time Finance Shares that are acquired by the Time Finance Directors following the date of this announcement, including as a result of the vesting of awards and the exercise of options under the Time Finance Share Plan. As at the Latest Practicable Date, Ed Rimmer and James Roberts hold unvested options over, in aggregate, 625,000 Time Finance Shares.

These irrevocable undertakings given by the Time Finance Directors shall lapse and cease to be binding: (a) immediately if Bentley Park announces (with the consent of the Panel) that it does not intend to proceed with the Acquisition; or (b) on or from the earlier of: (i) the Acquisition becoming Effective; (ii) the Long Stop Date; (iii) such time and date on which the Scheme is withdrawn, lapses or otherwise terminates in accordance with its terms (provided that the reason is not because Bentley Park has elected to proceed by way of a Takeover Offer rather than by way of a Scheme or vice versa and no new, revised or replacement transaction in accordance with Rule 2.7 of the Code is announced by Bentley Park at the same time); and (iv) any competing offer for the entire issued and to be issued share capital of Time Finance being declared wholly unconditional or, if implemented by way of a scheme of arrangement, becoming effective.

2.         Time Finance Shareholders' irrevocable undertakings

The following Time Finance Shareholders have entered into irrevocable undertakings with Bentley Park to vote (and, if applicable, procure votes) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting or, if Bentley Park exercises its right to implement the Acquisition by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer:

Entity beneficially entitled to the Time Finance Shares		Number of Time Finance Shares in respect of which the irrevocable undertaking is given	Percentage of Time Finance's issued ordinary share capital
Arena Investors, L.P.		16,751,684	18.10
GPIM Limited		13,113,337	14.17
Mr. Ron Russell		11,766,019	12.71
Total		41,631,040	45.00

The irrevocable undertakings given by Arena Investors, L.P., GPIM Limited and Mr. Ron Russell are conditional on the publication of the Scheme Document (or, if applicable, the Offer Document) within 28 days of this announcement (or such later date as may be agreed with the Panel) and shall lapse and cease to be binding: (a) immediately if Bentley Park announces (with the consent of the Panel) that it will not proceed with the Acquisition; or (b) on the earlier of: (i) the Scheme becoming effective in accordance with its terms or, if the Acquisition proceeds by way of a Takeover Offer, the Takeover Offer being declared unconditional in accordance with the requirements of the Code; (ii) the Long Stop Date; and (iii) the Acquisition being withdrawn, lapsing or otherwise terminating (provided that (A) the reason is not because Bentley Park has elected to proceed by way of a Takeover Offer rather than by way of the Scheme or vice versa; and/or (B) no new, revised or replacement Acquisition in accordance with Rule 2.7 of the Code is announced by Bentley Park at the same time). These irrevocable undertakings would also extend to any Time Finance Shares that are acquired by Arena Investors, L.P., GPIM Limited and Mr. Ron Russell following the date of this announcement.

APPENDIX 5

DEFINITIONS

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

2025 Annual Report	the annual report and audited financial statements of the Time Finance Group for the financial year ended 31 May 2025
2025 Interim Report	the interim report and unaudited financial statements of the Time Finance Group for the six-month period ended 30 November 2025
Acquisition	the proposed acquisition by Bentley Park of the entire issued and to be issued ordinary share capital of Time Finance, 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 by means of a Takeover Offer, under certain circumstances as described in this announcement) and, where the context requires, any subsequent revision, variation, extension or renewal thereof
AIM	the market of that name operated by the London Stock Exchange
AIM Rules	the rules of AIM as set out in the "AIM Rules for Companies" issued by the London Stock Exchange from time to time relating to AIM traded securities and the operation of AIM
Bentley Park	Bentley Park (UK) Limited, a private limited company incorporated and registered in England and Wales with registered number 09515595, the registered office of which is at First Floor, Equinox North, Great Park Road, Bradley Stoke, Bristol BS32 4QL
Bentley Park Board	the board of Bentley Park Directors as at the date of this announcement
Bentley Park Directors	the directors of Bentley Park as at the date of this announcement or, where the context so requires, the directors of Bentley Park 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 (other than a Saturday, Sunday or public holiday) on which banks in London are open for normal business
Cavendish	Cavendish Capital Markets Limited, a private limited company incorporated and registered in England and Wales with registered number 06198898, the registered office of which is at 1 Bartholomew Close, London EC1A 7BL
certificated or in certificated form	where a share or other security is not in uncertificated form (that is, not in CREST)
Closing Price	the closing middle market price of a Time Finance Share on any particular date, as derived from Bloomberg
Code	the City Code on Takeovers and Mergers (as amended from time to time)
Combined Group	has the meaning given to it in paragraph 3 of this announcement
Companies Act	the Companies Act 2006 (as amended from time to time)
Conditions	the conditions to the Acquisition, as set out in Part A of Appendix 1 to this announcement, and which will be set out in the Scheme Document, and a "Condition" shall mean any one of them
Controller	any person in respect of whom FCA approval is required for such person to acquire or increase control (within the meaning of Part XII of FSMA, read with Regulation 6A(2) of the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009) of any member of the Time Finance Group as a result of the Acquisition
Co-operation Agreement	the co-operation agreement between Time Finance and Bentley Park dated 17 August 2026, further details of which are set out in paragraph 11 of this announcement
Court	the High Court of Justice in England and Wales
Court Hearing	the hearing of the Court to sanction the Scheme under section 899 of the Companies Act
Court Meeting	the meeting or meetings of Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice(s) of which will be set out in the Scheme Document, for the purposes of considering and, if thought fit, approving the Scheme (with or subject to any modification, addition or condition which Bentley Park and Time Finance may agree and the Court may impose or, if required, approve), and any adjournment, postponement or reconvention thereof
Court Order	the order of the Court sanctioning the Scheme under section 899 of the Companies Act
CREST	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time
Dealing Disclosure	an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer
Dickson Minto Advisers	Dickson Minto Advisers LLP, a limited liability partnership incorporated and registered in England and Wales with registered number OC448025, the registered office of which is at Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS
Disclosed	the information which has been fairly disclosed: (a)        in writing by or on behalf of Time Finance to Bentley Park or Ultimate Finance or to the professional advisers of Bentley Park or Ultimate Finance (in their capacity as such in relation to the Acquisition) (including in the virtual data room operated by, or on behalf of Time Finance in connection with the Acquisition) prior to the date of this announcement; (b)        in the 2025 Annual Report; (c)        in the 2025 Interim Report; (d)        in this announcement; or (e)        in any other public announcement made by Time Finance via a Regulatory Information Service prior to the date of this announcement
DTRs	the disclosure guidance and transparency rules sourcebook made by the FCA pursuant to section 73 of FSMA (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 and in accordance with its terms; or (b) if the Acquisition is implemented by way of a 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
Euroclear	Euroclear UK & International Limited, a private limited company incorporated and registered in England and Wales with registered number 02878738, the registered office of which is at 33 Cannon Street, London EC4M 5SB, the operator of CREST
Exchange Act	the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
Excluded Shares	any Time Finance Shares which, at the relevant time, are: (a)        registered in the name of, or beneficially owned by, Bentley Park or any other member of the Ultimate Finance Group (including Bentley Park) (or any of their nominee(s)); or (b)        held in treasury
FCA or Financial Conduct Authority	the Financial Conduct Authority or its successor from time to time
FCA Regulatory Condition	Condition 3(a) as set out in Appendix 1 of this announcement (being, in summary, receipt of approval of the change in control of certain regulated entities within the Time Finance Group in connection with the Acquisition by the FCA (or it otherwise being regarded under FSMA as having approved the same))
Forms of Proxy	the forms of proxy for use in connection with each of the Court Meeting and the General Meeting, which will accompany the Scheme Document
FSMA	the Financial Services and Markets Act 2000 (as amended from time to time)
FSMA Controllers Exemption Order	the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009
FY 2025/26 Trading Update	has the meaning given to it in paragraph 7 to this announcement
General Meeting	the general meeting of Time Finance Shareholders (including any adjournment, postponement or reconvention thereof) to be convened for the purpose of considering and, if thought fit, approving the Resolutions, notice of which will be contained in the Scheme Document
Intercompany Loan Agreements	(i) the intercompany loan agreement dated 30 July 2026 between Lakeland Cove Ltd and Bentley Park, as amended by a side letter between Lakeland Cove Ltd and Bentley Park dated 14 August 2026; and (ii) the intercompany loan agreement dated 14 August 2026 between Aviva Holdings Ltd and Bentley Park, in each case in respect of the cash consideration payable pursuant to the Acquisition
Interpath	Interpath Ltd, a private limited company incorporated and registered in England and Wales with registered number 13225134, the registered office of which is at 10 Fleet Place, London EC4M 7RB
Latest Practicable Date	close of business on 14 August 2026, being the latest practicable time and date prior to the publication of this announcement
London Stock Exchange	London Stock Exchange plc
Long Stop Date	28 February 2027 or such later date (if any): (i) as may be agreed in writing by Bentley Park and Time Finance (with the Panel's consent if required); or (ii) set at the direction of the Panel under the Note on Section 3 of Appendix 7 to the Code, and in each case as the Court may approve (if such approval is required)
M&A	mergers and acquisitions
MAR or Market Abuse Regulation	the UK version of EU Regulation No. 596/2014, which has effect in English law by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time
Meetings	the Court Meeting and the General Meeting
Neville Registrars	Neville Registrars Limited, a private limited company incorporated and registered in England and Wales with registered number 04770411, the registered office of which is at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD
Offer Document	should the Acquisition be implemented by way of a Takeover Offer, the document to be sent to (amongst others) Time Finance Shareholders setting out, amongst other things, the full terms and conditions of the Takeover Offer
Offer Period	the period that commenced on the date of this announcement and ending on: (a) the earlier of the date on which the Scheme becomes Effective and the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide); or (b) the earlier of the date on which the Takeover Offer has become or has been declared unconditional and the date on which the Takeover Offer lapses or is withdrawn (or such other date as the Panel may decide), other than (in the case of (a)) where such lapsing or withdrawal is a result of Bentley Park exercising its right to implement the Acquisition by way of a Takeover Offer
Offer Price	59.1 pence for each Time Finance Share payable under the Acquisition
Opening Position Disclosure	has the meaning in Rule 8 of the Code
Original Confidentiality Agreement	the confidentiality agreement dated 25 February 2026 between Time Finance and Ultimate Finance entered into in connection with the possible acquisition of the entire issued and to be issued share capital of Time Finance by Ultimate Finance or one of its group companies, further details of which are set out in paragraph 11 of this announcement
Panel	the Panel on Takeovers and Mergers
Part VI Rules	together, the DTRs and the Prospectus Rules
Prospectus Rules	the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook made by the FCA pursuant to section 73A of FSMA (as amended from time to time)
Registrar of Companies	the registrar of companies in England and Wales
Regulatory Information Service	an information service authorised from time to time by the FCA for the purposes of disseminating regulatory announcements
relevant securities	shall be construed in accordance with the Code
Resolutions	such shareholder resolutions of Time Finance as are necessary to approve, implement and effect the Acquisition and the Scheme to be proposed at the General Meeting, including (without limitation) a special resolution to amend Time Finance's articles of association in connection with the Acquisition
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 Time Finance Shareholders in that jurisdiction
Revised Confidentiality Agreement	the confidentiality agreement dated 29 July 2026 between Time Finance, Bentley Park and Ultimate Finance entered into in connection with the Acquisition, further details of which are set out in paragraph 11 of this announcement
Scheme	the proposed scheme of arrangement under Part 26 of the Companies Act between Time Finance and Scheme Shareholders in order to implement the Acquisition, upon the terms and subject to the conditions set out in this announcement and to be set out in the Scheme Document (with or subject to any modification, addition or condition which Bentley Park and Time Finance may agree and the Court may impose or, if required, approve)
Scheme Document	the document to be despatched to (among others) Time Finance Shareholders in relation to the Acquisition and the Scheme including, amongst other things, the full terms and conditions of the Scheme, an explanatory statement and notices convening the Court Meeting and the General Meeting (and shall include any supplementary scheme document if applicable)
Scheme Record Time	the record date and time for the Scheme, to be specified in the Scheme Document
Scheme Shareholder(s)	a holder(s) of Scheme Shares at any relevant date or time
Scheme Shares	all Time Finance Shares: (a)        in issue at the date of the Scheme Document and which remain in issue at the Scheme Record Time; (b)        if any, issued after the date of the Scheme Document and before the Voting Record Time and which remain in issue at the Scheme Record Time; and (c)        if any, issued at or after the Voting Record Time but at or before the Scheme Record Time and which remain in issue at the Scheme Record Time, either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme, but, in each case, other than the Excluded Shares
SEC	the US Securities and Exchange Commission
Significant Interest	in relation to an undertaking or partnership, 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 interests
SME	small and medium-sized enterprise
subsidiary, subsidiary undertaking and undertaking	shall be construed in accordance with the Companies Act
Takeover Offer	if, subject to the consent of the Panel and the terms of the Co-operation Agreement, Bentley Park 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 Bentley Park to acquire the entire issued, and to be issued, ordinary share capital of Time Finance subject to the conditions to be set out in the related Offer Document, and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
Tavistock Group	the Tavistock group, a global investment firm that is principally focused on real estate, hospitality, agriculture, and financial services
Third Party	has the meaning given to it in paragraph 3(b) of Part A of Appendix 1 to this announcement
Time Finance or the Company	Time Finance plc, a public company limited by shares incorporated and registered in England and Wales with registered number 05845866, the registered office of which is at 2nd Floor, St James House, The Square, Lower Bristol Road, Bath BA2 3BH
Time Finance Board	the board of Time Finance Directors as at the date of this announcement
Time Finance Directors	the directors of Time Finance as at the date of this announcement or, where the context so requires, the directors of Time Finance from time to time
Time Finance Group	Time Finance and its subsidiary undertakings from time to time and, where the context permits, each of them
Time Finance Profit Estimates	has the meaning given to it in paragraph 7 to this announcement
Time Finance Shareholder(s)	holder(s) of Time Finance Shares
Time Finance Share(s)	ordinary share(s) of 10 pence each in the capital of Time Finance
Time Finance Share Plan	the Time Finance Unapproved Share Option Plan 2022
Ultimate Finance	Ultimate Finance Group Limited, a private limited company incorporated and registered in England and Wales with registered number 04350565, the registered office of which is at First Floor, Equinox North, Great Park Road, Bradley Stoke, Bristol BS32 4QL
Ultimate Finance Group	Bentley Park and its subsidiary undertakings from time to time and, where the context permits, each of them
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form	recorded on the relevant register as being held in uncertificated form and title to which may, by virtue of the CREST Regulations, be transferred by means of CREST
US or United States or USA	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
US Anti-Terrorism Act	the US Anti-Terrorism Act of 1987
US Securities Act	the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
US Time Finance Shareholders	Time Finance Shareholders who have a registered address in the US, or who Time Finance or Bentley Park reasonably believes to be citizens, residents or nationals of the US, including any custodian, nominee or trustee holding Time Finance Shares for persons in the US or with a registered address in the US
Voting Record Time	the time and date by reference to which entitlement to vote on the Scheme will be determined, as specified in the Scheme Document
Wider Time Finance Group	Time Finance and its subsidiary and associated undertakings and any other body corporate, partnership, joint venture or person in which Time Finance and all such undertakings (aggregating their interests) have a Significant Interest
Wider Ultimate Finance Group	Bentley Park and its parent undertakings and its and such parent undertakings' subsidiary undertakings, including, for the avoidance of doubt, Ultimate Finance, and each of their respective associated undertakings, and any other body corporate, partnership, joint venture or person in which Bentley Park and all such undertakings (aggregating their interests) have a Significant Interest but excluding, for these purposes, Time Finance
£ or pounds or pence	the lawful currency of the United Kingdom from time to time

All references in this announcement to any statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validly therefrom.

References to the singular include the plural and vice versa where the context permits.

 

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