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 ("EU MAR"), INCLUDING AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR").
NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED
STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
![A red and blue oval shaped object with white text Description automatically generated](https://dw6uz0omxro53.cloudfront.net/3071450/d3fea6b7-7882-4cea-be54-48649258b569.png)
International Personal
Finance plc
(the
"Company")
announces Maximum Acceptance
Amount
6
June 2024. Further to its
announcement on 3 June, the Company announces today, with reference
to the invitations made to the holders of its outstanding EUR
341,228,000 Senior Unsecured Notes due 2025 (ISIN: XS2256977013 /
Common Code: 225697701) (the "Notes"), as described in the tender
offer memorandum dated 3 June 2024 (the "Tender Offer Memorandum") (the
"Tender Offer"), that,
following pricing of the New Notes to be issued by the Company, the
Maximum Acceptance Amount in respect of the Tender Offer is EUR
341,228,000 in aggregate principal amount of Notes.
The Company reserves the right, in
its sole and absolute discretion, to increase, decrease or purchase
more or less, respectively, than the Maximum Acceptance Amount. The
Company will announce the Final Acceptance Amount as soon as
reasonably practicable after the Expiration Deadline on 11 June
2024.
The Tender Offer commenced on 3 June
2024 and will expire at 4.00 p.m. (British Summer Time) on 11 June
2024. Settlement is expected to take place on 14 June
2024.
The Tender Offer is being made on
the terms and subject to the conditions (including the New
Financing Condition) contained in the Tender Offer Memorandum and
should be read in conjunction with the Tender Offer Memorandum.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
HSBC Bank plc and Jefferies International Limited are acting
as Dealer Managers for the Tender Offer and Kroll Issuer Services
Limited is acting as Tender Agent. For detailed terms of the Tender
Offer please refer to the Tender Offer Memorandum which (subject to
offer and distribution restrictions) can be obtained from the
Dealer Managers and the Tender Agent referred to
below.
THE DEALER MANAGERS
|
HSBC Bank
plc
8 Canada
Square
London
E14 5HQ
United Kingdom
Attention: Liability Management, DCM
Tel: +44
20 7992 6237
Email: lm_emea@hsbc.com
|
Jefferies International
Limited
100
Bishopsgate
London EC2N 4JL
United Kingdom
Attention: Debt Capital Markets
Tel: +44
20 7029 8000
Email: emea_fig_dcm@jefferies.com
|
THE TENDER AGENT
|
Kroll Issuer Services
Limited
The Shard
32 London Bridge
Street
London SE1
9SG
United
Kingdom
Telephone: +44 20
7704 0880
Attention: Owen
Morris
Email: ipfin@is.kroll.com
Website:
https://deals.is.kroll.com/ipfin
|
This announcement is made by International Personal Finance
plc and contains information that qualified or may have qualified
as inside information for the purposes of Article 7 of EU MAR and
UK MAR, encompassing information relating to the Tender Offer
described above. For the purposes of EU MAR and UK MAR and the
Implementing Technical Standards, this announcement is made by Tom
Crane, Company Secretary at International Personal Finance
plc.
LEI:
213800II1O44IRKUZB59
DISCLAIMER: Subject to
applicable law, the Company or any of its affiliates may at any
time following completion of the Tender Offer purchase remaining
outstanding Notes by tender, in the open market, by private
agreement or otherwise on such terms and at such prices as the
Company, or if applicable, its affiliates may determine. Such
terms, consideration and prices may be more or less favourable than
those offered pursuant to the Tender Offer.
This announcement must be read in
conjunction with the Tender Offer Memorandum. If any Noteholder is
in any doubt as to the contents of this announcement and/or of the
Tender Offer Memorandum, or is unsure of the action it should take
or of the impact of the Tender Offer, it is recommended to seek its
own financial and legal advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
None of the Company, the Dealer Managers or the Tender Agent (or
any of their respective directors, officers, employees, agents or
affiliates) is providing Noteholders with any legal, business, tax
or other advice.
The distribution of this
announcement and/or the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or the solicitation of an
offer to sell Notes or an invitation to participate in the Tender
Offer.
OFFER RESTRICTIONS
United States
The Tender 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, telephone and the
internet. The Notes may not be tendered in the Tender 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 Securities Act.
Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by brokers, dealers, banks,
custodians, trust companies or other nominees or intermediaries) in
or into the United States. Any purported tender of Notes in the
Tender Offer resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of
Notes made 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.
Each person participating in the
Tender Offer will represent that it or any beneficial owner of the
Notes or any person on whose behalf such person is acting is not a
U.S. person (as defined in Regulation S under the Securities
Act) or a resident and/or located in the United States and will not
be resident and/or located in the United States at the time of the
submission of its Tender pursuant to the Tender Offer.
For the purposes of this and the above
paragraph, "United
States" means the United States of America, its
territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of
this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Tender
Offer are 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
Company or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
France
This announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer may not be distributed in the
Republic of France except to a qualified investor (investisseur qualifié), as defined and
in accordance with Article L.411-2 of the French Code monétaire et financier as amended from
time to time, and Article 2(e) of Regulation (EU) 2017/1129, as
amended.
Italy
None of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Tender 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 Tender 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 Notes located in the
Republic of Italy can tender 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. 20307 of 15
February 2018, as amended from time to time, 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.
Each intermediary must comply with
the applicable laws and regulations concerning information duties
vis-à-vis its clients in
connection with the Notes or the Tender Offer.
NEW
NOTES
Any investment decision to purchase any New
Notes should be made solely on the basis of the information
contained in the euro medium term note programme base prospectus
and, when available, the final terms in respect of the New Notes to
be published by the Company (together, the "Prospectus"), and no reliance is to be
placed on any representations other than those contained in the
Prospectus. Subject to compliance with applicable securities laws
and regulations, the Prospectus in preliminary form is available
from the Dealer Managers on request.
For the avoidance of doubt, the ability to
purchase New Notes is subject to all applicable securities laws and
regulations in force in any relevant jurisdiction (including the
jurisdiction of the relevant Noteholder and the selling
restrictions set out in the Prospectus). It is the sole
responsibility of each Noteholder to satisfy itself that it is
eligible to purchase the New Notes.
The New Notes are not being, and will not be,
offered or sold in the United States. Nothing in either this
announcement, the Prospectus or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes in the United States or any other jurisdiction.
Securities may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of
1933, as amended (the "Securities
Act"). The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act).
Compliance
information for the New Notes:
UK MiFIR
PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET - Solely for
the purposes of each manufacturer's product approval process, the
target market assessment in respect of the New Notes has led to the
conclusion that: (i) the target market for the Notes is only
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook, and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of United Kingdom
("UK") domestic law by
virtue of the EUWA; and (ii) all channels for distribution of the
New Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the New Notes should take into consideration each
manufacturer's target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or
refining each manufacturer's target market assessment) and
determining appropriate distribution channels.
No key information document required by
Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation"), or the EU PRIIPs
Regulation as it forms part of UK domestic law by virtue of the
EUWA (the "UK PRIIPS
Regulation") for offering or selling the New Notes or
otherwise making them available to retail investors in the EEA or
in the UK has been prepared and therefore offering or selling the
New Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the EU PRIIPs
Regulation or the UK PRIIPS Regulation, as applicable.
See the Prospectus for further
information.
No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public
offering of such securities.