Pricing of New Notes
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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