TIDMIPF
RNS Number : 3256Z
International Personal Finance Plc
16 May 2019
The information contained herein may only be released, published
or distributed in the United Kingdom, the Isle of Man, Jersey and
the Bailiwick of Guernsey in accordance with applicable regulatory
requirements. The information contained herein is not for release,
publication or distribution in or into the United States,
Australia, Canada, Japan, South Africa, the Republic of Ireland or
in any other jurisdiction where it is unlawful to distribute this
document.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
SEE "IMPORTANT INFORMATION" BELOW
16 May 2019
International Personal Finance PLC
6.125 per cent. Notes due 2020
Exchange Offer
International Personal Finance PLC (the "Issuer") announces
today an invitation (the "Exchange Offer") to holders of its
outstanding 6.125 per cent. Notes due 2020 (ISIN: XS0919406800)
(the "2020 Notes") to exchange their 2020 Notes for new, retail
eligible, fixed rate, senior unsecured sterling denominated 7.75
per cent. notes due 14 December 2023 (the "Exchange New Notes")
issued by International Personal Finance PLC and guaranteed by IPF
Holdings Limited, International Personal Finance Investments
Limited, IPF International Limited and IPF Digital Group
Limited.
The purpose of the Exchange Offer is to extend the maturity
profile of part of the Issuer's debt financing. The Exchange Offer
provides holders of 2020 Notes with the opportunity to exchange
their holdings of the 2020 Notes for the Exchange New Notes.
Each holder of 2020 Notes whose 2020 Notes are accepted for
exchange by the Issuer will receive (i) GBP100 in nominal amount of
Exchange New Notes for each GBP100 in nominal amount of 2020 Notes
validly offered and accepted for exchange by the Issuer; (ii)
accrued and unpaid interest on their 2020 Notes in cash from and
including the interest payment date in respect of the 2020 Notes
immediately preceding the Settlement Date (as defined below) to but
excluding the Settlement Date; and (iii) an exchange fee in cash in
the amount of GBP1.50 per GBP100 in nominal amount of 2020 Notes
validly offered and accepted for exchange by the Issuer.
The Exchange New Notes will bear interest at a fixed rate of
7.75% per annum, payable semi-annually in arrear in two equal
instalments on 14 June and 14 December each year and will be
redeemed (subject to and in accordance with their terms and
conditions) at their nominal value on 14 December 2023. They are
expected to be rated BB by Fitch Ratings Ltd and Ba3 by Moody's
Investors Service Limited.
The Exchange New Notes are expected to be listed on the
Financial Conduct Authority's Official List and admitted to trading
on the electronic order book for retail bonds of the London Stock
Exchange's Main Market.
Holders of Exchange New Notes should, in most normal
circumstances, be able to sell their holdings during normal trading
hours (subject to market conditions) on the open market through
their stockbroker.
Holders of the 2020 Notes may decide to participate in the
Exchange Offer in respect of all or part of their holding by
offering at least GBP1,000 in nominal amount of 2020 Notes
(provided such amount is in multiples of GBP100) in accordance with
the procedures, and subject to the terms and conditions, set out in
the exchange offer memorandum dated 16 May 2019 (the "Exchange
Offer Memorandum").
The Exchange Offer is being made on the terms and subject to the
conditions and requirements specified in the Exchange Offer
Memorandum and is subject to offer and distribution restrictions
described in such Exchange Offer Memorandum. Holders of 2020 Notes
are advised to read carefully the Exchange Offer Memorandum, as
applicable, for full details of, and information on, amongst other
things, the terms and conditions of the New Notes, the Exchange
Offer and the procedures for participating in the Exchange
Offer.
Copies of the Exchange Offer Memorandum, which includes
instructions on how to accept the offer, are (subject to
distribution restrictions) available from the Exchange Agent as set
out below and a copy of the Exchange Offer Memorandum has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at:
.http://www.morningstar.co.uk/uk/NSM.
At the same time as the Exchange Offer, the Issuer is offering
(the "Additional Offer") additional 7.75 per cent. retail eligible,
fixed rate, senior unsecured sterling denominated notes due 14
December 2023 for cash (the "Additional Notes") pursuant to a base
prospectus published by the issuer on 12 April 2019 (as
supplemented on 7 May 2019) and final terms dated 16 May 2019. Any
Exchange New Notes and Additional Notes issued (together, the
"Notes") will form a single series from the Settlement Date under
ISIN XS1998163148.
City & Continental Ltd and Peel Hunt LLP are Dealer Managers
in respect of the Notes.
Indicative Timetable for key events relating to the Exchange
Offer
Event Time and Date
Announcement and Commencement 16 May 2019
of Exchange Offer
Exchange Offer Deadline 12p.m. (London
Final deadline for receipt of Time) on 7 June
valid exchange instructions 2019
by the Exchange Agent in order
for holders to be able to participate
in the Exchange Offer
Announcement of Results of Exchange 7a.m. (London
Offer Time) on 10 June
2019
Settlement Date 14 June 2019
Expected settlement date for
Exchange Offer, including:
-- delivery of Exchange New
Notes in exchange for 2020 Notes
validly offered for exchange
by a Holder and accepted by
the Issuer; and
-- payment of accrued interest
and exchange fee.
The above times and dates are subject to the right of the Issuer
to extend, re-open, amend and/or terminate the Exchange Offer
(subject to applicable law and as provided in the Exchange Offer
Memorandum). Holders are advised to check with any bank, securities
broker or other intermediary through which they hold 2020 Notes
whether such intermediary needs to receive instructions from a
holder before the deadlines set out above in order for that holder
to be able to participate in, or (in the limited circumstances in
which revocation is permitted) revoke their instruction to
participate in, the Exchange Offer. The deadlines set by the
clearing systems for the submission of exchange instructions will
also be earlier than the deadlines above.
Lucid Issuer Services Limited is acting as Exchange Agent for
the Exchange Offer. Details can be found about the Exchange Offer
at https://portal.lucid-is.com.
-S -
For further information, please contact:
James Ormrod (Chief Legal Officer) +44 (0) 113 285 6824
Rachel Moran (Investor Relations
Manager) +44 (0) 113 285 6798
Nick Dahlgreen (Group Treasurer) +44 (0) 113 285 6921
IMPORTANT INFORMATION
This announcement is released by International Personal Finance
PLC and contains information that qualified or may have qualified
as inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 (MAR), encompassing information
relating to an exchange offer, as described above. For the purposes
of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055, this announcement is made by James Ormrod (Chief Legal
Officer) for International Personal Finance plc.
The distribution of this announcement and other information in
connection with any offer of securities and/or the solicitation of
offers for securities in certain jurisdictions may be restricted by
law and persons who come into possession of this announcement or
any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to purchase
any securities. This announcement does not constitute and shall
not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the
meaning of Directive 2003/71/EC (as amended and as implemented by
relevant Member States of the EEA, the "Prospectus Directive"). Any
offer and sale of any securities will be made in compliance with
the requirements of the Prospectus Directive.
Any securities referred to herein will not be registered under
the U.S. Securities Act of 1933 (the "Securities Act"). Subject to
certain exceptions, such securities may not be offered, sold or
delivered within the United States or to, or for the account or
benefit of, U.S. persons. The Exchange New Notes, which are in
bearer form, are subject to U.S. tax law requirements. Any
securities referred to herein would be offered and sold outside of
the United States in reliance on Regulation S of the Securities
Act. There will be no public offering in the United States.
EEA
Each Dealer Manager has represented and agreed that, other than
in respect of the United Kingdom, no offer of any Exchange New
Notes is being made to any retail investor in the European Economic
Area pursuant to the Exchange Offer Memorandum. For the purposes of
this provision:
(a) the expression "retail investor" means a person who is one
(or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II");
(ii) a customer within the meaning of Directive 2002/92/EC,
where that customer would
not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus
Directive; and
(b) the expression "offer" includes the communication in any
form and by any means of sufficient information on the terms of the
offer and the Exchange New Notes to be offered so as to enable an
investor to decide to purchase or subscribe for the Exchange New
Notes.
United Kingdom
The communication of the Exchange Offer Memorandum and this
announcement by the Issuer and any other documents or materials
relating to the Exchange Offer is not being made, and such
documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that
it is only directed at and may be communicated to (1) those persons
who are existing members or creditors of the Issuer or other
persons within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 and (2) any other persons to
whom these documents and/or materials may lawfully be
communicated.
United States
The Exchange Offer is not being made, and will not be made,
directly or indirectly in or into, or by use of the mail of, or by
any means or instrumentality of interstate or foreign commerce of
or of any facilities of a national securities exchange of, the
United States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet.
The Exchange New Notes may not be tendered in the Exchange Offer by
any such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States as defined in Regulation S of the U.S. Securities Act of
1933, as amended (the "Securities Act") or to U.S. persons as
defined in Regulation S of the Securities Act (each a "U.S.
Person"). Accordingly, copies of the Exchange Offer Memorandum,
this announcement and any other documents or materials relating to
the Exchange Offer are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to U.S. persons. Any
purported exchange of Exchange New Notes pursuant to the Exchange
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported exchange of Exchange
New Notes effected by a person located in the United States or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
The Exchange Offer Memorandum is not an offer of securities for
sale in the United States or to U.S. persons. The purpose of the
Exchange Offer Memorandum is limited to the Exchange Offer and the
Exchange Offer Memorandum may not be sent or given to a person in
the United States or otherwise to any person other than in an
offshore transaction in accordance with Regulation S under the
Securities Act.
Each holder of Exchange New Notes participating in the Exchange
Offer will represent that it is not a U.S. Person and it is not
located in the United States and is not participating in the
Exchange Offer from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Exchange
Offer from the United States. For the purposes of this and the
above paragraph, "United States" means United States of America,
its territories and possessions, any state of the United States of
America and the District
of Columbia.
Belgium
Neither the Exchange Offer Memorandum, this announcement nor any
other documents or materials relating to the Exchange Offer have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority ("Autorité des
services et marchés financiers / Autoriteit voor financiële
diensten en markten") and, accordingly, the Exchange Offer may not
be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time (the
"Belgian Takeover Law"). Accordingly, the Exchange Offer may not be
advertised and the Exchange Offer will not be extended, and neither
the Exchange Offer Memorandum, this announcement nor any other
documents or materials relating to the Exchange Offer (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than (i) to
"qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account or (ii) in any circumstances
set out in Article 6, --4 of the Belgian Takeover Law. The Exchange
Offer Memorandum has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Exchange Offer. Accordingly, the information contained in the
Exchange Offer Memorandum may not be used for any other purpose or
disclosed to any other
person in Belgium.
France
The Exchange Offer is not being made, directly or indirectly, to
the public in France. Neither the Exchange Offer Memorandum, this
announcement nor any other documents or offering materials relating
to the Exchange Offer have been or shall be distributed to the
public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code monétaire et financier, are eligible to
participate in the Exchange Offer. The Exchange Offer Memorandum
has not been submitted to the clearance procedures (visa) of the
Autorité des marchés financiers.
Italy
None of The Exchange Offer Memorandum, this announcement nor any
other documents or materials relating to the Exchange Offer have
been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations.
The Exchange Offer is being carried out in the Republic of Italy
as an exempted offer pursuant to article 101-bis, paragraph 3-bis
of the Legislative Decree No. 58 of 24 February 1998, as amended
(the "Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
A holder of Exchange New Notes located in the Republic of Italy
can tender Exchange New Notes through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, as amended, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Jersey, Bailiwick of Guernsey and Isle of Man
No financial intermediary may use the Exchange Offer Memorandum
in connection with:
-- the circulation in Jersey of any offer for subscription, sale
or exchange of any Notes unless such offer is circulated in Jersey
by a person or persons authorised to conduct investment business
under the Financial Services (Jersey) Law 1998 and in accordance
with the Control of Borrowing (Jersey) Order 1958;
-- the marketing, offering for subscription, sale or exchange or
sale of Notes in or from within or to persons resident in any part
of the Bailiwick of Guernsey other than in compliance with the
requirements of the Protection of Investors (Bailiwick of Guernsey)
Law, 1987 as amended, and the rules, regulations and guidance
enacted or issued thereunder, or any exemption therefrom; and
-- the circulation in the Isle of Man of any offer for
subscription, sale or exchange of any Notes unless such offer is
made in compliance with the licensing requirements of the Isle of
Man Financial Services Act 2008 or any exclusions or exemption
therefrom.
General
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Exchange New Notes and the Exchange Offer.
This announcement does not constitute and shall not, in any
circumstances, constitute a public offering nor an invitation to
the public in connection with any offer within the meaning of
Directive 2003/71/EC (as amended and as implemented by relevant
Member States of the EEA, the "Prospectus Directive"). Any offer
and sale of any securities will be made in compliance with the
requirements of the Prospectus Directive.
Legal Entity Identifier: 213800II1O44IRKUZB5
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLLFVEETIRLIA
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