Pricing of New Notes
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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" IN THE EUR OFFER MEMORANDUM REFERRED TO BELOW).
International Personal Finance plc (IPF) specialises in providing unsecured consumer credit to more than 1.7 million customers across 10 markets. IPF operates the world's largest home credit business and a leading fintech business, IPF Digital.
INTERNATIONAL PERSONAL FINANCE PLC ANNOUNCES PRICING OF NEW NOTES
INTERNATIONAL PERSONAL FINANCE PLC
(incorporated with limited liability in England and Wales with registered number 06018973)
(the "Issuer" or "IPF")
EUR 412,000,000 5.75 per cent. Senior Unsecured Unsubordinated Fixed Rate Notes due 2021
(the "Existing EUR Notes")
On 14 October 2020, IPF announced an Exchange Offer in respect of the Existing EUR Notes on the terms set out in an offer memorandum dated 14 October 2020 (the "EUR Offer Memorandum").
The purpose of the Exchange Offer is to extend the maturity profile of part of the Issuer's debt financing in line with IPF's half-year report dated 8 September 2020, where IPF stated that "we are mindful of the April 2021 maturity of our Eurobond". The Exchange Offer provides Noteholders with the opportunity to exchange their holdings of the Existing Notes for new euro denominated notes with a maturity of five years to be issued by the Issuer (the "New Notes") or, in certain circumstances, a combination of New Notes and cash as more fully set out in the EUR Offer Memorandum.
In connection with the Exchange Offer, IPF is pleased to announce that the New Notes which form part of the exchange consideration will bear interest at the rate of 9.75 per cent. per annum, payable annually in arrear and the New Notes will be issued at an issue price of 99.00 per cent. of their nominal amount. Unless previously redeemed or purchased and cancelled, the New Notes will be redeemed at 100 per cent. of their nominal amount, together with any accrued and unpaid interest, on their maturity date in November 2025.
To offer Existing EUR Notes in the Exchange Offer, a holder of the Existing EUR Notes should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Exchange Instruction to be received by the Exchange and Tabulation Agent by 4.00 p.m. (London time) on 3 November 2020 (the "Final Deadline"). To be eligible for the Early Exchange Consideration, such Exchange Instruction must be received by the Exchange and Tabulation Agent on or before 4.00 p.m. (London time) on 28 October 2020 (the "Early Deadline").
Exchange Instructions will be irrevocable except in the limited circumstances described in the EUR Offer Memorandum under the heading "Amendment and Termination".
The following indicative timetable sets out the expected dates and times of the key events in relation to the Exchange Offer. This is subject to change and will depend, among other things, on timely receipt of Exchange Instructions in respect of the Existing EUR Notes.
|
Date and time |
Event |
| 28 October 2020 at 4.00 p.m.(London time) | Early Deadline |
| 3 November 2020 at 4.00 p.m.(London time) | Final Deadline |
| 5 November 2020 at 4.00 p.m.(London time) onwards | EUR Meetings |
| Expected to be as soon asreasonably practicableafter the EUR Meetings | Announcement of conditional acceptance of Existing EUR Notes exchanged pursuant to the Exchange Offer |
| As soon as reasonablypracticable after the EUR Meetings | Execution of the Supplemental Trust Deed(s) implementing the amendments to the conditions of the Existing EUR Notes |
| Expected to be no later than 5 business days after the passing of the Extraordinary Resolutions (subject, in the case of each Invitation, to satisfaction and/or (if applicable) waiver of any conditions to settlement) | Settlement Date |
Terms used, but not otherwise defined, in this announcement shall have the meaning given to them in the RNS announcement made by IPF on 14 October 2020 with RNS number 0374C. For the purposes of the EUR Offer Memorandum, this is an Exchange Offer Announcement.
An overview of the key terms of the Exchange Offer is available on IPF's website - www.ipfin.co.uk
The EUR Offer Memorandum and related materials can be accessed by Noteholders via the Exchange and Tabulation Agent's website - https://portal.lucid-is.com
Questions and requests for assistance in connection with the Exchange Offer may be directed to the EUR Dealer Managers
|
EUR JOINT DEALER MANAGERS |
|
| Banco Santander, S.A. - London Branch 2 Triton Square Regent's Place London NW1 3AN United KingdomTelephone: + 44 20 7756 6909 / +44 20 7756 6227 Email: Tommaso.GrosPietro@santanderCIB.co.uk / Adam.Crocker@santandercib.co.uk Attention: Liability Management |
HSBC Bank plc 8 Canada Square London E14 5HQ United KingdomTelephone: +44 20 7992 6237 Email: LM_EMEA@hsbc.com Attention: Liability Management |
| Jefferies International Limited 100 Bishopsgate London EC2N 4JL United KingdomTelephone: +44 (0) 20 7548 4313 Email: EMEA_FI_CapitalMarkets@jefferies.com Attention: Debt Capital Markets |
|
| EUR CO-DEALER MANAGERS | |
| ABG Sundal Collier AB Regeringsgatan 25 Stockholm 111 53 SwedenAttention: Kristoffer Ohrn Email: Kristoffer.Ohrn@abgsc.se |
Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET United KingdomAttention: Debt Capital Markets Email: ipf-dcm@peelhunt.com |
Questions and requests for assistance in connection with the delivery of Exchange Instructions may be directed to the Exchange and Tabulation Agent
| EXCHANGE AND TABULATION AGENT |
| Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United KingdomTelephone: +44 20 7704 0880 Attention: David Shilson / Owen Morris Email: ipfin@lucid-is.com |
This announcement is released by International Personal Finance plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the New Notes offered in exchange for the Existing Notes. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by James Ormrod at International Personal Finance plc.
A copy of this statement can be found on our website - www.ipfin.co.uk
Legal Entity Identifier: 213800II1O44IRKUZB59
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