|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
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) L100 in nominal amount of Exchange New Notes for each L100 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 L1.50 per L100 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 L1,000 in nominal amount of 2020 Notes (provided such amount is in multiples of L100) 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 of Exchange Offer 16 May 2019
Exchange Offer Deadline 12p.m. (London Time) on 7 June 2019
Final deadline for receipt of valid exchange instructions by the Exchange Agent in order for holders to be able to participate in the Exchange Offer \
Announcement of Results of Exchange Offer 7a.m. (London 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.
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
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.
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.
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.
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
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.
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.
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 Societa 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.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-a-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