Intnl Personal Fin - Statement re: revised possible recommended offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART 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 IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

24 September 2025

INTERNATIONAL PERSONAL FINANCE PLC

 Statement regarding a revised possible recommended cash offer for International Personal Finance plc and extension of PUSU deadline

On 30 July 2025, it was announced that the Board of International Personal Finance plc ("IPF" or the "Company") (the "Board") and BasePoint Capital LLC ("BasePoint") were in discussions with respect to a potential cash offer to be made by BasePoint to acquire the entire issued and to be issued share capital of IPF (the "Possible Offer") (the "Possible Offer Announcement"). Under the terms of the Possible Offer, IPF shareholders would have been entitled to receive 220 pence in cash per IPF share and would also have been entitled to retain the interim dividend of 3.8 pence per IPF share declared on 30 July 2025 and expected to be paid on 26 September 2025 (the "Interim Dividend").  

The Board of IPF confirms that it has received a revised non-binding proposal from BasePoint to acquire the entire issued and to be issued share capital of IPF (the "Revised Possible Offer"), under the terms of which, IPF shareholders would receive cash consideration of:

235 pence per IPF share

Eligible IPF shareholders will continue to be entitled to receive the Interim Dividend.

Defined terms in this announcement have the same meanings as in the Possible Offer Announcement except as otherwise stated.

The Board has carefully considered the Revised Possible Offer with its advisers and has concluded that the Revised Possible Offer is at a value that the Board would be minded to recommend unanimously to IPF shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the agreement of all other terms and conditions of an offer.  

As noted in the Possible Offer Announcement, BasePoint has completed its due diligence, and the Possible Offer remains subject to satisfaction or waiver of a number of customary pre-conditions, including approval by the BasePoint board. The Board and BasePoint are continuing discussions to progress the Revised Possible Offer and the Board has, in accordance with Rule 2.6(c) of the Code, requested, and the Panel has consented to, an extension to the deadline under Rule 2.6(a) of the Code by which BasePoint is required either to announce a firm intention to make an offer for IPF in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Such announcement must now be made by not later than 5.00 p.m. (London time) on 22 October 2025.

There can be no certainty that any firm offer for IPF will be made even if the pre-conditions are satisfied or waived. A further announcement(s) will be made in due course as and when appropriate.

For the purposes of Rule 2.5(a) of the Code, this announcement has been made with the consent of BasePoint.

In accordance with Rule 2.5(a) of the Code, BasePoint reserves the right to make an offer for IPF at a lower value or on less favourable terms than the Revised Possible Offer:

(i)         with the agreement or recommendation of the Board of IPF;

(ii)        if a third party announces a firm intention to make an offer for IPF which, at that date, is of a value less than the value of the Revised Possible Offer; or

(iii)       following the announcement by IPF of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

If IPF declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders other than the Interim Dividend of 3.8 pence per IPF share announced by the Company on 30 July 2025, BasePoint reserves the right to make an equivalent reduction to the Revised Possible Offer. In connection with the possibility of BasePoint making a cash offer for IPF (if it were so inclined), BasePoint reserves the right to vary the form and / or mix of the consideration it would offer in accordance with Rule 2.5(a) of the Code.

The Company remains in an 'offer period' in accordance with the rules of the Code and the attention of the Company's shareholders is drawn to the continuing disclosure requirements of Rule 8 of the Code, which are summarised below.

The person responsible for arranging the release of this announcement on behalf of IPF is Tom Crane, General Counsel.

Enquiries:

IPF                                                                                                         Tel: +44 (0)113 539 5466
Gerard Ryan (CEO)

Gary Thompson (CFO)                                                                                                                 

Stephens (Financial Adviser to IPF)                                                   Tel: +44 (0) 203 757 9900
Lawrence Guthrie

Blair Farinholt

Yashin Mody

Peel Hunt (Joint Corporate Broker to IPF)                                          Tel: +44 (0) 207 418 8900

Andrew Buchanan

Michael Nicholson

Thomas Philpott

Panmure Liberum (Joint Corporate Broker to IPF)                             Tel: +44 (0) 203 100 2000

Stephen Jones

David Watkins

Atholl Tweedie

BasePoint Capital                                                                                     Tel: +1 212 220 2660

BasePoint Investor Relations

Jefferies (Lead Financial Adviser to BasePoint)                                   Tel: +44 (0) 20 7029 8000
Philip Noblet
Graham Davidson

James Umbers

Taha Ahmed

Deutsche Bank (Financial Adviser to BP PMKN LLC)                            Tel: +1 212 250 2500
Derek Bomar
Ian Wesson

Derek Shakespeare

James Gordon

Important notices

Stephens Europe Limited ("Stephens") which is authorised and regulated by the FCA in the UK is acting exclusively for IPF and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than IPF for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement. Neither Stephens nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stephens in connection with this Announcement, any statement or other matter or arrangement referred to herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and regulated by the FCA, is acting exclusively for IPF and no one else in connection with the Possible Offer and neither Peel Hunt nor any of its affiliates will be responsible to anyone other than IPF (whether or not a recipient of this Announcement) for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Possible Offer or any other matter or arrangement referred to in this Announcement.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for International Personal Finance and no one else in connection with the Possible Offer and will not be responsible to anyone other than International Personal Finance for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the Possible Offer. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates 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 who is not a client of Panmure Liberum in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the UK by the FCA, is acting as financial adviser to BasePoint and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than BasePoint for providing the protections offered to clients of Jefferies or for providing advice in connection with any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Deutsche Bank Securities Inc. ("Deutsche Bank") is a wholly-owned subsidiary undertaking of Deutsche Bank AG. Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the district court (Amtsgericht) in Frankfurt am Main under No HRB 30 000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank is and has been acting solely for BP PMKN LLC and no one else in connection with the Possible Offer or the matters described in this Announcement and will not regard, and has not regarded, any other person as its client and has not been and will not be responsible to anyone other than BP PMKN LLC for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Possible Offer or the matters described in this Announcement.

Disclosure requirements of the Code

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

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

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

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

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on BasePoint's website at www.bpdisclosures.com and on IPF's website at www.ipfin.co.uk promptly and in any event by no later than 12 noon on the business day following the date of this Announcement. Neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks in this Announcement is incorporated into, or forms part of, this Announcement.

IPF shareholders may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated into it by reference to another source) by contacting IPF's registrars, MUFG Corporate Markets, during business hours on 0371 664 0300 within the United Kingdom or on +44 (0) 371 664 0300 from overseas or by submitting a request in writing to MUFG Corporate Markets, 10^th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom, with an address to which the hard copy may be sent. IPF shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Possible Offer should be in hard copy form.