The boards of directors of Time Finance plc (LON:TIME) and Bentley Park (UK) Limited have announced 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 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.
