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International Personal Finance PLC - Exchange Offer - Results (Update)
International Personal Finance PLC 7.75 per cent. Notes due 2023 Exchange Offer - FINAL CONFIRMATION & RESULTS OF EXCHANGE OFFER - XS1998163148
24 NOVEMBER 2023
Full announcement including disclaimers and offer restrictions available via Lonse
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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 £30 million, taking the total amount issued through this series of notes to £80 million. The net proceeds of the newly issued notes will be used to support further growth in the Issuer's business.
Summary:
· holders of £16,842,100 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 £13,157,900 of new notes will be issued for cash as Cash Offer New Notes (as defined below) (of which, £4,508,400 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 £40,494,800 sterling notes maturing 14 December 2023;
· once the Exchange Offer and new issue settle, the Issuer will have £23,652,700 sterling notes maturing 14 December 2023 and (excluding for these purposes those notes retained in treasury) £75,491,600 sterling notes maturing 12 December 2027, and will receive £8,014,494 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 £30,000,000.
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 £30 million. We have now issued a total of £80 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 £50,000,000 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 of the New Notes to be issued: | £30,000,000 (of which, £16,842,100 are Exchange New Notes and £13,157,900 are Cash Offer New Notes (which amount includes £4,508,400 being retained in treasury by the Issuer)). |
Estimated net proceeds of the offer of the New Notes to be issued: | £24,856,594 (being the aggregate nominal amount of the New Notes (excluding 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 £1.50 for every £100 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 to the offer of the New Notes to be issued: | £635,006 (being: (i) the fees payable to the Dealer Manager in relation 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 £16,842,100. Accordingly, the aggregate nominal amount of Existing 2023 Notes outstanding after the Exchange Offer will be £23,652,700.
- ENDS -
International Personal Finance PLC 7.75 per cent. Notes due 2023 Exchange Offer - FINAL CONFIRMATION & RESULTS OF EXCHANGE OFFER - XS1998163148
24 NOVEMBER 2023
Full announcement including disclaimers and offer restrictions available via Lonse
...
***NOTIFICATION OF RESULTS
- MORE INFORMATION TO FOLLOW
- Please view via London Stock Exchange Link***
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International Personal Finance PLC 7.75 per cent. Notes due 2023 Exchange Offer - XS1998163148
02 NOVEMBER 2023
Full announcement including disclaimers and offer restrictions available via Lonse
"International Personal Finance PLC (the "Issuer") announces today an invitation (the "Exchange Offer") to holders of its outstanding 7.75 per cent. notes due 2023 (ISIN: XS1998163148) (the "2023 Notes") to exchange their 2023 Notes for new, retail eligible, fixed rate, senior unsecured sterling denominated 12 per cent. notes due 12 December 2027 (the "Exchange New Notes"). The Exchange New Notes will be consolidated and form a single series with the Issuer's £50,000,000 12 per cent. notes due 12 December 2027 (the "Existing 2027 Notes").
The purpose of the Exchange Offer is to extend the maturity profile of part of the Issuer's debt financing. The Exchange Offer provides holders of 2023 Notes with the opportunity to exchange their holdings of the 2023 Notes for the Exchange New Notes. An indicative timetable for the Exchange Offer and the issuance of Exchange New Notes is provided below.
Each holder of 2023 Notes whose 2023 Notes are accepted for exchange by the Issuer will receive (i) £100 in nominal amount of Exchange New Notes for each £100 in nominal amount of 2023 Notes validly offered and accepted for exchange by the Issuer; (ii) accrued and unpaid interest on their 2023 Notes in cash from and including the interest payment date in respect of the 2023 Notes immediately preceding the Settlement Date (as defined below) to but excluding the Settlement Date; and (iii) an exchange fee in cash in the amount of £1.50 per £100 in nominal amount of 2023 Notes validly offered and accepted for exchange by the Issuer.
The Exchange New Notes will bear interest at a fixed rate of 12% per annum, payable semi-annually in arrear in two equal instalments on 12 June and 12 December each year and will be redeemed in accordance with their terms and conditions at their nominal value on 12 December 2027. They are expected to be rated BB- by Fitch and Ba3 by Moody's Investors Service."
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****PREVIOUS OFFER BELOW****
LAUNCH OF OFFER OF 12 PER CENT. STERLING-DENOMINATED NOTES DUE 2027
Full announcement available via London Stock Exchange.
"International Personal Finance PLC (the "Issuer") announces today an invitation (the "Exchange Offer") to holders of its outstanding 7.75 per cent. notes due 2023 (ISIN: XS1998163148) (the "2023 Notes") to exchange their 2023 Notes for new, retail eligible, fixed rate, senior unsecured sterling denominated 12 per cent. notes due 12 December 2027 (the "Exchange New Notes").
The purpose of the Exchange Offer is to extend the maturity profile of part of the Issuer's debt financing. The Exchange Offer provides holders of 2023 Notes with the opportunity to exchange their holdings of the 2023 Notes for the Exchange New Notes. An indicative timetable for the Exchange Offer and the issuance of Exchange New Notes is provided below.
Each holder of 2023 Notes whose 2023 Notes are accepted for exchange by the Issuer will receive (i) £100 in nominal amount of Exchange New Notes for each £100 in nominal amount of 2023 Notes validly offered and accepted for exchange by the Issuer; (ii) accrued and unpaid interest on their 2023 Notes in cash from and including the interest payment date in respect of the 2023 Notes immediately preceding the Settlement Date (as defined below) to but excluding the Settlement Date; and (iii) an exchange fee in cash in the amount of £1.50 per £100 in nominal amount of 2023 Notes validly offered and accepted for exchange by the Issuer.
The Exchange New Notes will bear interest at a fixed rate of 12% per annum, payable semi-annually in arrear in two equal instalments on 12 June and 12 December each year and will be redeemed in accordance with their terms and conditions at their nominal value on 12 December 2027. They are expected to be rated BB- by Fitch and (P)Ba3 by Moody's Investors Service.
The Exchange New Notes are expected to be listed on the Financial Conduct Authority's Official List and admitted to trading on the electronic order book for retail bonds of the London Stock Exchange's Main Market.
Holders of Exchange New Notes should, in most normal circumstances, be able to sell their holdings during normal trading hours (subject to market conditions) on the open market through their stockbroker.
Holders of the 2023 Notes may decide to participate in the Exchange Offer in respect of all or part of their holding by offering at least £100 in nominal amount of 2023 Notes (provided such amount is in multiples of £100) in accordance with the procedures, and subject to the terms and conditions, set out in the exchange offer memorandum dated 15 November 2022 (the "Exchange Offer Memorandum")."
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