Result of Tender Offer

International Personal Finance Plc

12 June 2024

 

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: [phone] Email: [e-mail]	Jefferies International Limited 100 Bishopsgate London EC2N 4JL United Kingdom Attention: Debt Capital Markets Tel: [phone] Email: [e-mail]
THE TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Owen Morris Email: [e-mail] 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.

 

END