Launch of 11.5% Bonds due 2026 and Exchange Offer

LendInvest Secured Income II

13 September 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.

UK MiFIR retail investors, professional investors and ECPs target market - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients (all distribution channels) and also retail clients (all distribution channels).

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 ("UK MAR").

This announcement is a financial promotion for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA") and is not intended to be investment advice.

13 September 2023

LENDINVEST SECURED INCOME II PLC

LAUNCH OF 11.5% BONDS DUE 2026 AND EXCHANGE OFFER

LendInvest Secured Income II plc (the "Issuer"), an indirectly wholly-owned subsidiary of LendInvest plc ("LendInvest" or the "Guarantor"), announces today an offer of 11.5% Notes due 2026 (the "New Bonds") together with an exchange offer (the "Exchange Offer") to holders of the 5.375 per cent. Notes due 2023 (the "Existing Bonds") issued by LendInvest Secured Income plc to exchange their Existing Bonds for the New Bonds.

About LendInvest

LendInvest is a leading technology driven platform for mortgages, and is listed on the London Stock Exchange (AIM: LINV). LendInvest offers short-term, buy-to-let and homeowner mortgages. Its proprietary technology and user experience are designed to make it simpler for both borrowers and investors to access property finance. LendInvest has lent over £6bn of short term, development and buy-to-let mortgages. Its funders and investors include global institutions such as J.P. Morgan, HSBC, Citigroup and NAB, and, in 2019, it was the first Fintech to securitise a portfolio of buy-to-let mortgages.

The New Bonds

The New Bonds will be issued by the Issuer, a special purpose company established and indirectly wholly owned by LendInvest whose activities are limited to issuing bonds and originating and purchasing eligible loans (and related activities).

The Guarantor will provide a partial 20% guarantee (the "Partial 20% Guarantee") in respect of the Issuer's obligations under the New Bonds. In the event that the Issuer defaults in its obligations to pay principal or interest, the maximum aggregate amount that can be claimed in respect of all such claims under the Partial 20% Guarantee in respect of any arrears of interest and principal outstanding will be a monetary amount equal to 20 per cent. of the redemption amount of the New Bonds at the time at which any such claim under the Partial 20% Guarantee is made by the Trustee.

The New Bonds are available to wholesale and retail investors and will pay a fixed rate of interest at 11.5% per annum until 3 October 2026, payable twice yearly on 3 April and 3 October of each year, with the first coupon payment being made on 3 April 2024. The New Bonds will mature on 3 October 2026.

At any time during the life of the New Bonds, investors are permitted to sell the New Bonds (within market hours and in normal market conditions) on the open market through their stockbroker.

Authorised Offerors:

·      AJ Bell

·      Hargreaves Lansdown

·      Interactive Investor

·      PrimaryBid

·      Ravenscroft

·      Redmayne Bentley

Allia C&C is acting as lead manager (the "Lead Manager") on the issue.

The New Bonds have a minimum initial subscription amount of £1,000 and are available in multiples of £100 thereafter.

The offer period is expected to close at 4pm on 27 September 2023. The Issuer retains the right to close the offer early, in conjunction with the Lead Manager. Notice will be given via RNS should this occur.

The New Bonds are expected to be listed on the UK Financial Conduct Authority's Official List and admitted to trading on the London Stock Exchange's main market and through the electronic order book for retail bonds on or around 4 October 2023.

The Exchange Offer

Together with the launch of the offer for the New Bonds, the Issuer and the Guarantor have published an Exchange Offer Memorandum and Prospectus to invite holders of the Existing Bonds to offer their Existing Bonds in exchange for New Bonds.

Holders of the Existing Bonds should contact their broker if they want to offer their Existing Bonds for exchange or, if they need any assistance, can contact Kroll Issuer Services at [e-mail] or on 020 7704 0880.

Commenting on the launch, Rod Lockhart, CEO of LendInvest, said:

"Following our last three successful bonds, we are pleased to be coming back to market with another bond providing investors with opportunity to access an asset-backed investment solution.

"The UK property finance market is huge and ripe for disruption. Backed by successful 15 year track record lending to this market, LendInvest is well placed to lead this disruption, transforming experiences for both borrowers and lenders through its competitive, innovative technology offering and deep understanding of the market and customer needs."

Adrian Bell, CEO of Allia C&C, said:

"We are delighted to be launching our fourth offer for Lendinvest in the retail-eligible bond market. The model has stood the test of time - providing a steady, high-quality coupon against the background of substantial market volatility, particularly in the property sector."

For further information about LendInvest, please go to https://www.lendinvest.com.

-ENDS-

For enquiries, please contact:

LendInvest via Teneo

Rod Lockhart, Chief Executive Officer

David Broadbent, Chief Financial Officer

Leigh Rimmer, Head of External Communications

Teneo

Tom Murray

Ed Cropley

Olivia Lucas  

Telephone: [phone]

Allia C&C

Mark Glowrey                      

Telephone: [phone]

About Allia C&C

Allia C&C is a leading expert in socially responsible finance, working to amplify economic and social impact. It supports a range of organisations that span the impact spectrum, from charities through to businesses that act responsibly - facilitating their access to the most appropriate and optimal funding for their needs from investors who are interested in creating impact.

For more information please see www.alliacc.com

About the New Bonds

·      The New Bonds may not be suitable for all investors. Investors should ensure they fully understand the risks and seek independent financial advice.

·      Investors should note that the market price of the New Bonds can rise and fall during the life of the investment and the price of the New Bonds could fall below the issue price per Note of £100.

·      In the event that the Issuer and/or Guarantor becomes insolvent or goes out of business, investors may lose some or all of their investment.

This announcement is an advertisement within the meaning of Article 2(k) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") and is not a prospectus for the purposes of the UK Prospectus Regulation.

A base prospectus dated 12 September 2023 (the "Base Prospectus") relating to the New Bonds and an exchange offer memorandum and prospectus dated 13 September 2023 (the "Exchange Offer Memorandum and Prospectus") have been prepared and made available to the public in accordance with the UK Prospectus Regulation. The Base Prospectus together with the final terms dated 13 September 2023 relating to the New Bonds (the "Final Terms") and the Exchange Offer Memorandum and Prospectus are available on the website of LendInvest plc (https://www.lendinvest.com/bond4).

The Base Prospectus and the Exchange Offer Memorandum and Prospectus have been approved by the Financial Conduct Authority (the "FCA") as competent authority under the UK Prospectus Regulation. The FCA only approves the Base Prospectus and the Exchange Offer Memorandum and Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of LendInvest Secured Income II plc, LendInvest plc or the quality of the New Bonds that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the New Bonds.

Potential investors should read the Base Prospectus and Final Terms and, in relation to the Exchange Offer, the Exchange Offer Memorandum and Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the New Bonds and/or participate in the Exchange Offer. Investors should not subscribe for any bonds referred to in this announcement except on the basis of information in the Base Prospectus, the Final Terms and/or the Exchange Offer Memorandum and Prospectus.

If any holder of the Existing Bonds is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Existing Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to exchange such Existing Bonds pursuant to the Exchange Offer. None of the Issuer, the Guarantor, Allia C&C or Kroll Issuer Services makes any recommendation whether holders of the Existing Bonds should tender Existing Bonds for purchase pursuant to the Exchange Offer.

Please note that the information contained in the Base Prospectus, the Final Terms and the Exchange Offer Memorandum and Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Base Prospectus, the Final Terms and/or the Exchange Offer Memorandum and Prospectus) only and is not intended for use, and should not be relied upon, by any person outside these countries and/or to whom the offer contained in the Base Prospectus, the Final Terms and/or the Exchange Offer Memorandum and Prospectus is not addressed. Prior to relying on the information contained in the Base Prospectus, the Final Terms and the Exchange Offer Memorandum and Prospectus you must ascertain from the Base Prospectus, the Final Terms and the Exchange Offer Memorandum and Prospectus (as applicable) whether or not you are part of the intended addressees of the information contained therein.

This announcement is released by LendInvest Secured Income II plc (Legal Entity Identifier: 213800ELFI7VXYLEIV74) and contains information in respect of the Existing Bonds that qualified or may have qualified as inside information for the purposes of Article 7 of UK MAR. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to UK MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Rod Lockhart, Director for LendInvest Secured Income II plc.

The restriction on financial promotions contained in section 21(1) of the Financial Services and Markets Act 2000 does not apply to this announcement by virtue of article 70(1A) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended.

The offering and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes 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 such 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. Any offer and sale of any securities should only be made in compliance with the requirements of the UK Prospectus Regulation.

Any securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (as amended, the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States or to United States persons. Any securities referred to herein are being offered and sold outside of the United States in reliance on Regulation S of the Securities Act. There will be no public offering in the United States.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

 

END