TIDMIPF
RNS Number : 2331S
International Personal Finance Plc
02 November 2023
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
announcement.
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 REGULATION (EU) 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED.
SEE "IMPORTANT INFORMATION" BELOW
International Personal Finance plc
Publication of Prospectus
2 November 2023
International Personal Finance plc
Publication of Prospectus
The following exchange offer memorandum and prospectus (the
"Exchange Offer Memorandum") has been approved by the Financial
Conduct Authority and is available for viewing:
Exchange Offer Memorandum and Prospectus dated 2 November 2023 -
Offer by International Personal Finance plc to the holders of the
GBP40,494,800 7.75 per cent. notes due 2023 guaranteed by IPF
Holdings Limited, International Personal Finance Investments
Limited, IPF International Limited and IPF Digital Group Limited to
exchange their existing notes for Sterling denominated 12 per cent.
Notes due 2027 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, to be consolidated and form a single series with the
GBP50,000,000 12 per cent. Notes due 2027 issued on 12 December
2022
To view the full document together with the documents
incorporated by reference, please paste the following URL into the
address bar of your browser:
http://www.ipfin.co.uk/en/investors/debt-funding-information.html
A copy of the above document has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information contact:
International Personal Finance plc
Georgia Dunn (Deputy Company Secretary) +44 (0)113 539 5466
Kris Adamski (Group Treasurer) +44 (0)113 539 5466
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 Regulation
(EU) 596/2014 as it forms part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018, as amended ("EUWA") ("UK
MAR"), encompassing information relating to an exchange offer, as
described above. For the purposes of UK MAR, this announcement is
made by Tom Crane 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 Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation"). Any offer and sale of any securities will
be made in compliance with the requirements of the UK Prospectus
Regulation.
Any securities referred to herein will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act").
Subject to certain exceptions, such securities may not be offered,
sold or delivered within the United States. The Exchange New Notes
(as defined in the Exchange Offer Memorandum), 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
The Dealer Manager named in the Exchange Offer Memorandum has
represented and agreed that the Notes are not intended to be
offered, sold or otherwise made available to, and should not be
offered, sold or otherwise made available to, any retail investor
in the European Economic Area (the "EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (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 (EU) 2016/97, 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 EU Prospectus Regulation. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "EU PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the
EEA may be unlawful under the EU PRIIPs Regulation.
United Kingdom
The communication of the Exchange Offer Memorandum by the Issuer
and any other documents or materials relating to the Exchange Offer
referred to therein 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 (as defined in the Exchange Offer Memorandum)
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. Accordingly, copies of the Exchange Offer Memorandum 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. 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. 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 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 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 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 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.
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 the
UK Prospectus Regulation. Any offer and sale of any securities will
be made in compliance with the requirements of the UK Prospectus
Regulation.
Legal Entity Identifier: 213800II1O44IRKUZB59
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END
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