TIDMIPF
RNS Number : 0448O
International Personal Finance Plc
05 October 2021
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 TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
5 October 2021
INTERNATIONAL PERSONAL FINANCE PLC - SUCCESSFULLY PRICES
ISSUANCE OF SEK DENOMINATED SENIOR UNSECURED FLOATING RATE NOTES
UNDER ITS EXISTING EMTN PROGRAMME
International Personal Finance plc (the "Issuer" or "IPF"), the
holding company for a leading international provider of home credit
and digital consumer finance, today announces that it has
successfully priced SEK 450,000,000 floating rate notes due 2024
(the "New Notes") at three month STIBOR (subject to a zero floor)
plus 7.00 per cent. The New Notes are to be issued under IPF's euro
medium-term note programme and at an issue price of 100 per cent.
The issue date is expected to be 19 October 2021 (the "Issue
Date").
As a result of a concurrent invitation to holders of IPF's
outstanding SEK denominated senior unsecured floating rate notes
(ISIN: XS1839710347 ) maturing on 15 June 2022 (the "Existing
Notes") to subscribe for the New Notes by exchanging their holdings
of Existing Notes for an equivalent principal amount of New Notes
and payment in cash of a compensating payment in respect of accrued
interest and a premium, IPF shall receive certain of the Existing
Notes on the Issue Date which shall then be cancelled (the
"Exchange" and, together with the issue of the New Notes, the "New
Issuance").
Separately, IPF will, in accordance with condition 6(d)
(Redemption at the Option of the Issuer) of the Existing Notes,
redeem all outstanding Existing Notes on 21 October 2021 (the
"Optional Redemption Date") at their Optional Redemption Amount (as
defined in paragraph 17(ii) of the Final Terms of the Existing
Notes), being 101.75% per Calculation Amount (as defined in
paragraph 6(ii) of the Final Terms of the Existing Notes), together
with interest accrued to the Optional Redemption Date. The exercise
of the optional redemption option shall not affect the settlement
of the Exchange.
Gerard Ryan, CEO of IPF, commented:
" I'm pleased to announce the successful pricing of the new SEK
450,000,000 notes due 2024, which will support future growth,
enabling the financial inclusion of consumers underserved by
mainstream lenders by fulfilling their credit needs responsibly.
"
The cash proceeds from the New Notes will be applied towards the
refinancing of the Existing Notes and general corporate purposes
and the issuance of the New Notes will extend the maturity profile
of IPF's sources of debt funding.
ABG Sundal Collier AB is the dealer in respect of the
transaction (the "Dealer").
Slaughter and May has been appointed as legal counsel for the
Issuer and Gernandt & Danielsson Advokatbyrå KB has been
appointed as arranger's counsel for ABG Sundal Collier AB.
Investor relations and media contact:
International Personal Finance plc
Rachel Moran
+44 (0)7760 167637 / +44 (0)113 2856798
IMPORTANT INFORMATION
A copy of this statement can be found on our website -
www.ipfin.co.uk
Legal Entity Identifier: 213800II1O44IRKUZB59
DISCLAIMER
This Announcement must be read in conjunction with the Issuer's
prospectus in respect of its EUR 1,000,000,000 EMTN Programme (the
"Prospectus") and the application form in respect of the New
Issuance (the "Application Form") and the draft final terms of the
New Notes (the "Final Terms") (this Announcement, the Prospectus,
the Application Form and the Final Terms being, together, the
"Materials"). None of the Materials constitute an invitation to
participate in the issue of New Notes or any other activity in any
jurisdiction in which, or to any person to/from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws.
If any recipient of this Announcement is in any doubt as to the
contents hereof or the action it should take, it is recommended to
seek its own financial and legal advice, including in respect of
any tax consequences, immediately from its stockbroker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Holders of the Existing Notes and potential
investors in the New Notes are advised to carefully read the
Application Form for full details of, and information on, the
procedures for participating in the New Issuance. Any persons
considering investing in the New Notes are advised to carefully
read the Prospectus and the Final Terms for details of, and
information on, the New Notes along with any announcements
supplementing, amending, completing or updating the Prospectus and
the Final Terms.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of the Materials in certain jurisdictions may
be restricted by law. Persons into whose possession any of the
Materials comes are required by the Issuer and the Dealer
(together, the "Relevant Parties") to inform themselves about and
to observe any such restrictions.
United States
The New Issuance 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, the internet and
other forms of electronic communication. The Existing Notes may not
be offered for exchange by, and no offer to purchase the New Notes
may be made by, any such use, means, instrumentality or facility
from or within the United States or by persons located or resident
in the United States or to U.S. persons (each a "U.S. Person").
Accordingly, copies of this Announcement and the other Materials
and any other related documents or materials 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 any U.S. Person. Any purported offer for
exchange of Existing Notes, or purported offer to purchase the New
Notes, resulting directly or indirectly from a violation of these
restrictions will be invalid and any such purported offer 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. Terms used in this paragraph have
the meanings given to them in Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act").
This Announcement and the other Materials are not an offer of
securities for sale in the United States or to U.S. Persons. The
Existing Notes and the New Notes may not be offered or sold in the
United States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes and
the Existing 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, in the United States or to, or
for the account or benefit of, U.S. Persons. This Announcement and
the other Materials 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 person participating in the New Issuance will represent
that it is not located in the United States and is not
participating in the New Issuance from the United States or that 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 New Issuance from the United States.
United Kingdom
The communication of this Announcement and the other Materials
by the Issuer and any other documents or materials relating to the
New Issuance 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 only 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
such documents and/or materials may lawfully be communicated.
General
Neither the Materials nor the electronic transmission thereof
constitutes an offer to buy or a solicitation of an offer to sell
Existing Notes or New Notes, and offers for exchange of Existing
Notes, or offers to purchase New Notes, will not be accepted in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require offers to be made by a licensed broker or dealer and the
Dealer or any of its respective affiliates is such a licensed
broker or dealer in such jurisdiction, the offers in respect of the
New Issuance shall be deemed to be made on behalf of the Issuer by
the Dealer or its affiliates (as the case may be) in such
jurisdictions.
In addition to the representations referred to above in respect
of the United States, each person seeking to participate in the New
Issuance will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally
as set out in Application Form. Any application to participate in
the New Issuance that is made by a person that is unable to make
these representations will not be accepted. Each of the Issuer and
the Dealer reserves the right, in its absolute discretion, to
investigate, in relation to any application to participate in the
New Issuance, whether any such representation given by the
applicant is correct and, if such investigation is undertaken and
as a result the Issuer or the Dealer determines (for any reason)
that such representation is not correct, such application shall not
be accepted.
For the avoidance of doubt, nothing in the Materials or the
electronic transmission thereof constitutes an offer to sell or a
solicitation of an offer to buy the New Notes or the Existing
Notes.
No action has been or will be taken in any jurisdiction by the
Relevant Parties that would permit a public offering of the New
Notes in certain jurisdictions and circumstances where it is
restricted by law. In particular, the New Notes are not being, and
will not be, offered or sold in the United States. Securities may
not be offered, sold or delivered in the United States absent
registration under, or an exemption from the registration
requirements of, 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). Offering of the New Notes in any Member State of
the European Economic Area ("EEA") will be made pursuant to an
exemption under Regulation (EU) 2017/1129 from the requirement to
publish a prospectus for any offer of securities.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the Prospectus
and the final version of the Final Terms and no reliance is to be
placed on any statements or information other than as contained or
incorporated in the Prospectus and the final version of the Final
Terms. Subject to compliance with all applicable securities laws
and regulations, the Prospectus and (once published) the final
version of the Final Terms will be available from the Dealer on
request.
MiFID II product governance/professional investors and eligible
counterparties only target market: Solely for the purposes of the
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 New Notes is eligible
counterparties and professional clients only, each as defined in
Directive 2014/65/EU (as amended, "MiFID II"); 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 (a
"distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment
in respect of the New Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
Prohibition of sales to EEA retail investors: The New 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 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 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 Regulation (EU) 2017/1129. Consequently no key
information document required by the Regulation (EU) No 1286/2014
(the "PRIIPs Regulation") for offering or selling the New Notes or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Prohibition of sales to UK retail investors: The New 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 UK. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended, varied, superseded or
substituted from time to time (the "EUWA"); (ii) a customer within
the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of UK domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 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 UK has been prepared and
therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
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END
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