Announcement PDF RNS Number : 9775S Time Finance PLC 02 September 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. FOR IMMEDIATE RELEASE 2 September 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 PUBLICATION OF SCHEME DOCUMENT AND UPDATED NOTICE OF RESULTS On 17 August 2026, the boards of Bentley Park (UK) Limited ("Bentley Park") and Time Finance plc ("Time Finance") announced that they had agreed the terms of a recommended cash acquisition of Time Finance by Bentley Park (the parent company of Ultimate Finance Group Limited ("Ultimate Finance")) pursuant to which Bentley Park will acquire the entire issued and to be issued ordinary share capital of Time Finance (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Publication of Scheme Document Time Finance and Bentley Park are pleased to announce that the scheme document relating to the Acquisition (the "Scheme Document"), together with the associated Forms of Proxy for use in connection with the Court Meeting and the General Meeting, are today being published and sent, or made available, to Time Finance Shareholders and, for information only, to persons with information rights, and participants in the Time Finance Share Plan. Notice of Results As a result of the Acquisition and the Scheme, Time Finance now expects to publish its audited annual results for the year ended 31 May 2026 during November 2026. Background to the Acquisition Following an initial approach from a third party in Q3 2025, the Time Finance Board concluded that it was then appropriate to engage with independent advisers to undertake a broad and comprehensive competitive process to explore the possible value that could be achieved for shareholders in the event of the sale of the Time Finance Group. This extensive process commenced in Q4 2025 and saw a range of potential interested parties expressing a non-binding interest in the Time Finance Group in multiple rounds, culminating in the Acquisition being announced by Time Finance and Bentley Park (the parent company of Ultimate Finance) on 17 August 2026, which is unanimously recommended by the Time Finance Board. Scheme Document The Scheme Document contains, among other things, a letter from the Chair of Time Finance, an explanatory statement pursuant to section 897 of the Companies Act 2006, the full terms and Conditions of the Scheme and the Acquisition, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Time Finance Shareholders. A copy of the Scheme Document will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Ultimate Finance's website at https://ultimatefinance.co.uk/investor-relations and Time Finance's website at https://investors.timefinance.com by no later than 12 noon on 3 September 2026. Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document. All references to times are to London, UK, times unless otherwise stated. Action required As further detailed in the Scheme Document, to become Effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting (in person or by proxy) at the Court Meeting representing not less than 75 per cent. in value of the relevant Scheme Shares voted, and the passing of the Resolution at the General Meeting. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document. Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned), respectively, on 1 October 2026, to be held at the offices of Simmons & Simmons LLP, CityPoint, One Ropemaker Street, London, EC2Y 9SS are set out in Parts 8 and 9 of the Scheme Document. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Time Finance Shareholders are therefore strongly urged to submit their Forms of Proxy (or, if they hold their Time Finance Shares in uncertificated form, through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on 29 September 2026 in the case of the Court Meeting, and 10.15 a.m. on 29 September 2026, in the case of the General Meeting in accordance with the instructions for doing so set out in the section headed "Action to be taken" on pages 9 to 11 of the Scheme Document. Expected timetable of principal events The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Time Finance Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out in Part 3 of the Scheme Document), the Scheme is expected to become effective during the fourth quarter of 2026. The times and dates given in the expected timetable of principal events are based on Time Finance's and Bentley Park's current expectations and may be subject to change. If any of the times and dates set out in the expected timetable change, Time Finance will give notice of this change by issuing an announcement through a Regulatory Information Service. It is intended that dealings in Time Finance Shares will be suspended on or shortly before the Effective Date at the time 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. 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 Takeover Code. Accordingly, the Time Finance Directors 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 Resolution 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. A copy of the Scheme Document and the Forms of Proxy will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Enquiries: Bentley Park (UK) Limited via Nepean Dickson Minto Advisers (Financial adviser to Bentley Park) Tel: +44 (0)20 7649 6823 Douglas Armstrong / Jamie Seedhouse / Andrew Clark Nepean (Communications adviser to Bentley Park) Tel: +44 (0)737 639 2693 Woolf Thomson Jones / Harry Roxburgh ultimatefinance@nepean.co.uk Time Finance plc via Cavendish Ed Rimmer (CEO) / James Roberts (CFO) Cavendish (Financial adviser, NOMAD and corporate broker to Time Finance) Tel: +44 (0)207 220 0500 Ben Jeynes / Teddy Whiley / Andrea Callaghan / Henrik Persson Interpath Ltd (Financial adviser to Time Finance) Tel: +44 (0)20 3989 2800 Nick Parkhouse / Zohair Motiwala (Financial Services M&A) Walbrook PR (Communications adviser to Time Finance) Tel: +44 (0)207 933 8780 Nick Rome / Tom Cooper timefinance@walbrookpr.com Dickson Minto LLP is acting as legal adviser to Bentley Park. Simmons & Simmons LLP is acting as legal adviser to Time Finance. The person responsible for arranging the release of this announcement on behalf of Time Finance is James Roberts, Company Secretary. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Event Expected time/date(1) Publication of the Scheme Document 2 September 2026 Latest time for lodging Forms of Proxy or for submitting proxy instructions via the CREST electronic proxy appointment service for the: Court Meeting (blue Form of Proxy) 10.00 a.m. on 29 September 2026(2) General Meeting (white Form of Proxy) 10.15 a.m. on 29 September 2026(3) Voting Record Time 6.00 p.m. on 29 September 2026(4) Court Meeting 10.00 a.m. on 1 October 2026 General Meeting 10.15 a.m. on 1 October 2026(5) The following dates are indicative only and are subject to change(6) Scheme Sanction Hearing A date expected to be in the fourth quarter of 2026, subject to the satisfaction (or, where applicable, waiver) of the relevant Conditions (D)(7) Last day of dealings in, and for registration of transfers of, and disablement of CREST for, Time Finance Shares D + 1 Business Day Scheme Record Time 6.00 p.m. on D + 1 Business Day Suspension of dealings in Time Finance Shares 7.30 a.m. on D + 2 Business Days Expected Effective Date of the Scheme(8) D + 2 Business Days Cancellation of admission of Time Finance Shares to trading on AIM By 7.00 a.m. on D + 3 Business Days Latest date for dispatch of cheques and crediting of CREST accounts with the cash consideration due under the Scheme Within 14 days of the Effective Date Long Stop Date 11.59 p.m. on 28 February 2027(9) Notes (1) All times set out in this timetable refer to London time unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Time Finance Shareholders by announcement through a Regulatory Information Service with such announcement being made available on Ultimate Finance's website at https://ultimatefinance.co.uk/investor-relations and the Company's website at https://investors.timefinance.com and, if required by the Panel, the Company will send notice of the change(s) to Time Finance Shareholders and other persons with information rights and, for information only, the warrant holder and to the holders of options under the Time Finance Share Plan. (2) It is requested that blue Forms of Proxy for the Court Meeting be lodged no later than 10.00 a.m. on 29 September 2026 or, in the case of an adjourned meeting, 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the adjourned Court Meeting. Blue Forms of Proxy not so lodged may be completed and handed to the Chair of the Court Meeting or a representative of Neville Registrars at any time before the start of the Court Meeting. (3) White Forms of Proxy for the General Meeting must be lodged no later than 10.15 a.m. on 29 September 2026 or, in the case of an adjourned meeting, 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the adjourned General Meeting. (4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the date falling two Business Days before the date of the adjourned meeting. (5) Or as soon thereafter as the Court Meeting concludes or is adjourned. (6) These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions (including the FCA Regulatory Condition) are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. (7) The Scheme Sanction Hearing is to be held on a date to be determined following the satisfaction (or, if applicable, waiver) of the Conditions (other than Conditions ‎ 2(c)(i) and 2(c)(iii)), as set out in ‎ Section 1 of ‎ Part 3 of the Scheme Document. (8) The Scheme will become Effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies. (9) The latest date by which the Scheme may become Effective (or such later date (if any) as (a) the Company and Bentley Park may agree in writing or (b) set at the direction of the Panel under the Note on Section 3 of Appendix 7 to the Takeover Code, and in each case as the Court may approve (if such approval is required)). 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. 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 the Scheme Document 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 and the Scheme Document. 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 and the Scheme Document, any statement contained herein or therein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Dickson Minto Advisers as to the contents of this announcement and the Scheme Document. 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 the Scheme Document 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 and the Scheme Document. 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 and the Scheme Document, any statement contained herein or therein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Interpath as to the contents of this announcement and the Scheme Document. 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 the Scheme Document 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 or therein. 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, the Scheme Document, any statement contained herein or therein, 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 the Scheme Document, 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 and the Scheme Document, including its/their 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 and the Scheme Document. 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, the Scheme Document, or any statement contained herein or therein. 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 is being 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 contains 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 because it contains important information relating to the Acquisition. The statements contained in this announcement and the Scheme Document are made as at the date of this announcement or the Scheme Document (as applicable), 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 Scheme Document 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 and the Scheme Document have 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 and/or the Scheme Document 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, the Scheme Document and any other 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 is contained in the Scheme Document including, in particular, paragraph 13 of Part 2 of 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 or the Scheme Document 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, the Scheme Document (includin