TIDMIPF
RNS Number : 5911U
International Personal Finance Plc
24 November 2023
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
document.
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 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED.
SEE "IMPORTANT INFORMATION" BELOW
24 November 2023
International Personal Finance plc
Sterling bonds: Final Terms Confirmation and Results of Exchange
Offer
International Personal Finance plc (the "Issuer"), a global
financial services provider to financially underserved people,
today announces the successful increase in the aggregate principal
amount outstanding of its sterling-denominated 12% notes due 12
December 2027 by GBP30 million, taking the total amount issued
through this series of notes to GBP80 million. The net proceeds of
the newly issued notes will be used to support further growth in
the Issuer's business.
Summary:
-- holders of GBP16,842,100 of the Issuer's existing sterling
notes due 14 December 2023 have elected to exchange them into the
same amount of new 12 per cent. notes due 12 December 2027,
pursuant to the exchange offer announced on 2 November 2023 (the
"Exchange Offer"); and
-- an additional GBP13,157,900 of new notes will be issued for
cash as Cash Offer New Notes (as defined below) (of which,
GBP4,508,400 of Cash Offer New Notes will be retained in treasury
by the Issuer, for possible sale in the future).
The net effect is:
-- prior to the Exchange Offer and new issue, the Issuer had
GBP40,494,800 sterling notes maturing 14 December 2023;
-- once the Exchange Offer and new issue settle, the Issuer will
have GBP23,652,700 sterling notes maturing 14 December 2023 and
(excluding for these purposes those notes retained in treasury)
GBP75,491,600 sterling notes maturing 12 December 2027, and will
receive GBP8,014,494 of net cash proceeds; and
-- the total size of the issue of New Notes (as defined below)
(including those retained in treasury by the Issuer) is
GBP30,000,000.
Commenting on this transaction, Gary Thompson, Chief Financial
Officer, said: "We are pleased to have increased the size of our
sterling retail bond issue maturing in December 2027 by GBP30
million. We have now issued a total of GBP80 million through these
bonds and they represent a very important component of our funding
profile as we continue to deliver on our growth ambitions. I would
like to thank our existing bondholders who extended and welcome our
new bondholders."
Further details are as follows:
This announcement constitutes the Results Announcement referred
to in (i) the Final Terms dated 2 November 2023 relating to the
proposed issue by the Issuer of sterling-denominated 12 per cent.
notes due 2027 for cash (the "Cash Offer New Notes Final Terms" and
such notes being the "Cash Offer New Notes"); and (ii) the Final
Terms contained in pages 50 to 59 of the Exchange Offer Memorandum
dated 2 November 2023 (the "Exchange New Notes Final Terms" and the
"Exchange Offer Memorandum") relating to the proposed offer for
exchange of the Issuer's outstanding sterling-denominated 7.75 per
cent. notes due 2023 (ISIN: XS1998163148) (the "Existing 2023
Notes") for 12 per cent. notes due 2027 ("Exchange New Notes").
This announcement also hereby announces the results of the
Exchange Offer referred to in the Exchange Offer Memorandum. This
announcement must be read in conjunction with, and as applicable,
the Prospectus, the Exchange Offer Memorandum (including the
Exchange New Notes Final Terms) and the Cash Offer New Notes Final
Terms (in all cases as defined above or below).
The Prospectus and the Exchange Offer Memorandum (including the
Exchange New Notes Final Terms) are available for viewing on the
website of Kroll Issuer Services Limited
(https://deals.is.kroll.com/ipfin). The Cash Offer New Notes Final
Terms are available for viewing on the Issuer's website
(https://www.ipfin.co.uk/en/investors/debt-funding-information.html).
The Offer Period relating to (i) the offer of Exchange New
Notes, and (ii) the offer of Cash Offer New Notes expired at 12:00
noon (London time) on 23 November 2023 and accordingly the Exchange
New Notes and the Cash Offer New Notes (together, the "New Notes")
can no longer be subscribed for nor be obtained by way of
application for exchange. Accordingly, this announcement is not an
offer to subscribe, tender, sell or exchange any securities.
The New Notes to be issued will be consolidated together and
form a single series with the GBP50,000,000 12 per cent. Notes due
2027 issued on 12 December 2022, with ISIN XS2551486058 and Common
Code 255148605.
The Issuer confirms the following for the purposes of this
announcement:
Aggregate Nominal Amount GBP30,000,000 (of which, GBP16,842,100
of the New Notes to be are Exchange New Notes and GBP13,157,900
issued: are Cash Offer New Notes (which amount
includes GBP4,508,400 being retained
in treasury by the Issuer)).
Estimated net proceeds GBP24,856,594 (being the aggregate
of the offer of the New nominal amount of the New Notes (excluding
Notes to be issued: those retained in treasury by the
Issuer) at the issue price of 100
per cent. less: (i) the fees payable
to the Dealer Manager in respect
of both the issuance of the Cash
Offer New Notes and the Exchange
New Notes; and (ii) the exchange
fee of GBP1.50 for every GBP100 in
nominal amount of Existing 2023 Notes
exchanged for Exchange New Notes,
payable to the holders of Existing
2023 Notes participating in the Exchange
Offer (the "Exchange Fee")).
Estimated expenses relating GBP635,006 (being: (i) the fees payable
to the offer of the New to the Dealer Manager in relation
Notes to be issued: to both the Exchange New Notes and
the Cash Offer New Notes; and (ii)
the Exchange Fee, in each case deducted
as described in "Estimated net proceeds
of the offer of the New Notes to
be issued" above).
In relation to the Exchange Offer, the aggregate nominal amount
of Existing 2023 Notes accepted for exchange by the Issuer is
GBP16,842,100. Accordingly, the aggregate nominal amount of
Existing 2023 Notes outstanding after the Exchange Offer will be
GBP23,652,700.
-S -
For further information, please contact:
International Personal Finance plc
Kris Adamski (Group Treasurer) +44 (0)113 539 5466
Rachel Moran (Investor Relations Manager) +44 (0)7760 167637
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
EUWA (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. Subject to certain
exceptions, such securities may not be offered, sold or delivered
within the United States.
Legal Entity Identifier: 213800II1O44IRKUZB59
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