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.
International Personal
Finance plc
(the
"Company")
announces the results of its
Tender Offer for its outstanding EUR 341,228,000 Senior Unsecured
Notes due 2025
12
June 2024. Further to its
announcements on 3 June 2024 and 6 June 2024, the Company announces
today the results of its invitation (the "Tender Offer") to holders of its outstanding
EUR 341,228,000 Senior Unsecured Notes due 2025 (ISIN: XS2256977013
/ Common Code: 225697701) (the "Notes"), to tender their Notes for
purchase by the Company for cash, subject to the satisfaction or
waiver of the New Financing Condition and the other conditions
described in the tender offer memorandum dated 3 June 2024 (the
"Tender Offer Memorandum"),
and subject to the offer restrictions set out in the Tender Offer
Memorandum.
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
The Tender Offer was launched by the
Company on 3 June 2024. The Expiration Deadline for the Tender
Offer was 4.00 p.m. (British Summer Time) on 11 June 2024. As at
the Expiration Deadline, EUR 274,576,000 in aggregate principal
amount of the Notes was validly tendered for purchase in the Tender
Offer.
On 6 June 2024, the Company
announced that it would issue EUR 341,000,000 in aggregate
principal amount of New Notes. The Company hereby announces that it
has decided to accept for purchase in accordance with the terms and
subject to the conditions set out in the Tender Offer Memorandum,
and at the Purchase Price, EUR 274,576,000 in aggregate principal
amount of the Notes validly tendered pursuant to the Tender Offer
(being the Final Acceptance Amount).
Accrued Interest will also be
payable in respect of the Notes accepted for purchase pursuant to
the Tender Offer.
Following the Payment Date, the
Company intends to cancel the Notes purchased pursuant to the
Tender Offer.
Settlement
Settlement of the Tender Offer and
payment of the Purchase Price and Accrued Interest in respect of
the Notes accepted for purchase pursuant to the Tender Offer is
expected to take place on 14 June 2024.
EUR 66,652,000 in aggregate
principal amount of the Notes will remain outstanding after the
Payment Date.
Full details concerning the Tender Offer are set out in the
Tender Offer Memorandum. The Tender Offer has now
expired.
HSBC Bank plc and Jefferies
International Limited are acting as the Dealer Managers for the
Tender Offer and Kroll Issuer Services Limited is acting as the
Tender Agent, and their contact details are set out
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. The Tender Offer has now expired.