TIDMIPF
RNS Number : 2336S
International Personal Finance Plc
02 November 2023
International Personal Finance PLC 7.75 per cent. Notes due 2023
Exchange Offer
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 THE MARKET ABUSE REGULATION (EU)
596/2014.
SEE "IMPORTANT INFORMATION" BELOW
2 November 2023
International Personal Finance PLC
7.75 per cent. Notes due 2023
Exchange Offer
International Personal Finance PLC (the "Issuer") announces
today an invitation (the "Exchange Offer") to holders of its
outstanding 7.75 per cent. notes due 2023 (ISIN: XS1998163148) (the
"2023 Notes") to exchange their 2023 Notes for new, retail
eligible, fixed rate, senior unsecured sterling denominated 12 per
cent. notes due 12 December 2027 (the "Exchange New Notes"). The
Exchange New Notes will be consolidated and form a single series
with the Issuer's GBP50,000,000 12 per cent. notes due 12 December
2027 (the "Existing 2027 Notes").
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 2023 Notes with the opportunity to exchange
their holdings of the 2023 Notes for the Exchange New Notes. An
indicative timetable for the Exchange Offer and the issuance of
Exchange New Notes is provided below.
Each holder of 2023 Notes whose 2023 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 2023 Notes
validly offered and accepted for exchange by the Issuer; (ii)
accrued and unpaid interest on their 2023 Notes in cash from and
including the interest payment date in respect of the 2023 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 2023 Notes
validly offered and accepted for exchange by the Issuer.
The Exchange New Notes will bear interest at a fixed rate of 12%
per annum, payable semi-annually in arrear in two equal instalments
on 12 June and 12 December each year and will be redeemed in
accordance with their terms and conditions at their nominal value
on 12 December 2027. They are expected to be rated BB- by Fitch and
Ba3 by Moody's Investors Service.
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 2023 Notes may decide to participate in the
Exchange Offer in respect of all or part of their holding by
offering at least GBP100 in nominal amount of 2023 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 2 November 2023 (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.
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.
At the same time as the Exchange Offer, the Issuer is offering
additional 12% per cent. retail eligible, fixed rate, senior
unsecured sterling denominated notes due 12 December 2027 for cash
(the "Cash Offer New Notes") pursuant to a base prospectus
published by IPF on 24 August 2023 and final terms dated 2 November
2023. The Exchange New Notes and Cash Offer New Notes issued
(together, the "Notes") will form a single series, with the
Existing 2027 Notes, from the Settlement Date under ISIN
XS2551486058.
Singer Capital Markets Securities Limited is acting as Dealer
Manager in respect of the Notes.
Events Times and Dates
------------------------------------------------------------- -----------------------
Announcement and Commencement of the Exchange As soon as possible
Offer following publication
Exchange Offer announced. Notice of the of the Exchange
Exchange Offer submitted to the Clearing Offer Memorandum
Systems. Exchange Offer Memorandum available on 2 November
from the Exchange and Information Agent 2023
upon request.
Notice of the Exchange Offer published
via the RNS.
Offer Deadline 12:00 noon (London
Final deadline for receipt of valid Exchange time) on 23 November
Instructions by the Exchange and Information 2023
Agent in order for Existing 2023 Noteholders
to be able to participate in the Exchange
Offer.
Publication of the Results Announcement 7.00 a.m. (London
time) on 24 November
2023
Settlement
Expected settlement date for Exchange Offer, As soon as possible
including: on 12 December
2023
* issue and delivery of Exchange New Notes in exchange
for Existing 2023 Notes validly offered for exchange
by an Existing 2023 Noteholder and accepted by the
Issuer; and
* payment of any Accrued Interest Payments and Exchange
Fees in respect of the Exchange New Notes.
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 of 2023 Notes are advised to check with any
bank, securities broker or other intermediary through which they
hold 2023 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.
Kroll Issuer Services Limited is acting as Exchange and
Information Agent for the Exchange Offer. Details can be found
about the Exchange Offer at https://deals.is.kroll.com/ipfin .
-S -
For further information, please 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
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. 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.
A credit rating is not a recommendation to buy, sell or hold any
securities, and may be reduced or withdrawn by the assigning rating
agency at any time.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCNKBBDNBDDPDK
(END) Dow Jones Newswires
November 02, 2023 09:18 ET (13:18 GMT)
International Personal F... (LSE:IPF)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
International Personal F... (LSE:IPF)
Gráfica de Acción Histórica
De May 2023 a May 2024