Results of Court Meeting and General Meeting
Time Finance PLC announced that shareholders have voted in favour of the recommended cash acquisition by Bentley Park (UK) Limited, the parent company of Ultimate Finance Group Limited. At the Court Meeting, 90.47% of the Scheme Shares voted in favour, and at the General Meeting, the special resolution to implement the scheme was passed with 90.84% of votes in favour. These results satisfy key conditions for the acquisition, though completion remains subject to remaining conditions, including FCA approval and court sanction.
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(the parent company of Ultimate Finance Group Limited)
RESULTS OF COURT MEETING AND GENERAL MEETING
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”) and is subject to the terms and conditions set out in the shareholder circular relating to the Scheme published by Time Finance on 2 September 2026 (the “Scheme Document”).
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document. All references to time are to London, UK, time unless otherwise stated.
Court Meeting and General Meeting
The Time Finance Board is pleased to announce the results of the Court Meeting and General Meeting held today in connection with the Acquisition.
At the Court Meeting, as set out in detail below, the requisite majorities of Scheme Shareholders voted in favour of the resolution to approve the Scheme.
At the General Meeting, as set out in detail below, the requisite majority of Time Finance Shareholders voted to pass the special resolution proposed at the General Meeting.
Full details of the resolutions that were proposed are set out in the notices of the Court Meeting and General Meeting contained in Part 8 (Notice of Court Meeting) and Part 9 (Notice of General Meeting), respectively, of the Scheme Document.
Voting results at the Court Meeting
The Court Meeting sought approval of the Scheme from holders of Scheme Shares. The results of the poll at the Court Meeting are set out in the table below. Each Scheme Shareholder present in person or by proxy was entitled to one vote for each Scheme Share held at the Voting Record Time.
| Results of Court Meeting | FOR (4) | AGAINST | TOTAL |
|---|---|---|---|
| Number of Scheme Shares voted | 57,012,919 | 6,007,100 | 63,020,019 |
| Percentage of Scheme Shares voted (1) | 90.47% | 9.53% | 100% |
| Number of Scheme Shareholders who voted (5) | 28 | 11 | 33 (2) |
| Percentage of Scheme Shareholders who voted (1) (5) | 71.79% | 28.21% | 100% |
| Number of Scheme Shares voted as a percentage of the issued ordinary share capital eligible to be voted at the Court Meeting (1) (3) | 61.63% | 6.49% | 68.12% |
- Rounded to two decimal places.
- This is fewer than the total of the number of Scheme Shareholders shown as having voted “for” and “against” as a result of multiple accounts being held within the same registered shareholding in some cases.
- The total number of Scheme Shares in issue and eligible to vote on the Scheme at the Voting Record Time was 92,512,704.
- Includes proxy appointments which gave discretion to the Chair of the Court Meeting.
- Where a Scheme Shareholder has cast some of their votes “for” and some of their votes “against” the resolution, such Scheme Shareholder has been counted as having voted both “for” and “against” the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. In this instance, 6 Scheme Shareholders voted both “for” and “against” the Scheme and are therefore counted twice when calculating percentages, however, only 33 Scheme Shareholders voted in total.
Voting results at the General Meeting
The General Meeting sought approval of a resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of Time Finance (the “Resolution”). The Resolution was duly passed by the requisite majority, being Time Finance Shareholders representing not less than 75 per cent. of the total voting rights of all Time Finance Shareholders who voted in person or by proxy at the General Meeting.
The results of the poll at the General Meeting are set out in the table below. Each Time Finance Shareholder present in person or by proxy was entitled to one vote for each Time Finance Share held at the Voting Record Time.
| FOR (5) | AGAINST | TOTAL | WITHHELD (1) | |||||
|---|---|---|---|---|---|---|---|---|
| Special Resolution | No. of votes | % of votes (2) | % of total (3) | No. of votes | % of votes (2) | % of total (3) | No. of votes (4) | No. of votes |
| Implementation of the Scheme | 57,330,987 | 90.84% | 60.02% | 5,779,342 | 9.16% | 6.05% | 63,110,329 | 488,284 |
- Rounded to two decimal places.
- The total number of Time Finance Shares in issue at the Voting Record Time was 92,512,704.
- Shows the number of Time Finance Shares voted as a percentage of the total number of Time Finance Shares in issue.
- Includes proxy appointments which gave discretion to the Chair of the General Meeting.
Next steps and timetable
The outcome of today’s Court Meeting and General Meeting means Conditions 2(a) and 2(b) (as set out in Section 1 of Part 3 of the Scheme Document) have been satisfied.
Completion of the Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions set out in Part 3 of the Scheme Document, including the FCA Condition and the sanction of the Scheme by the Court at the Scheme Sanction Hearing.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 12 and 13 of the Scheme Document. Any updates to the expected timetable will be announced through a Regulatory Information Service.
Dickson Minto LLP is acting as legal adviser to Bentley Park.
Simmons & Simmons LLP is acting as legal adviser to Time Finance.
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.
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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.
Time
All references to time in this announcement and the Scheme Document are to London time, unless otherwise stated.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.