Time Finance plc (LON:TIME) and Bentley Park have announced that the scheme document relating to the Acquisition, 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.
