Capital/Financing Update • Dec 14, 2023
Capital/Financing Update
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dated 14 December 2023
International Personal Finance plc
Issue of EUR 11,600,000 11.5 per cent. Fixed Rate Notes due 2026 Guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited under the EUR 1,000,000,000 Euro Medium Term Note Programme
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, varied, superseded or substituted from time to time (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated 24 August 2023 which constitutes a base prospectus for the purposes of the EU Prospectus Regulation (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus has been published on the website of the Regulatory News Service operated by the Euronext Dublin at: https://www.euronext.com/en/markets/Dublin.
| 1. | (i) | Issuer: | International Personal Finance plc | |||
|---|---|---|---|---|---|---|
| (ii) | Guarantor: | IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited |
||||
| DESCRIPTION OF THE NOTES | ||||||
| 2. | (i) | Series Number: | 21 | |||
| (ii) | Tranche Number: | 1 | ||||
| (iii) | Date on which the Notes become fungible: |
Not Applicable. | ||||
| 3. | Specified Currency or Currencies: | EUR | ||||
| 4. | Aggregate Nominal Amount of the Notes: | EUR 11,600,000 | ||||
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | ||||
| 6. | (i) | Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000 |
|||
| (ii) | Calculation Amount: | EUR 1,000 | ||||
| 7. | (i) | Issue Date: | 18 December 2023 | |||
| (ii) | Interest Commencement Date: | Issue Date | ||||
| 8. | Maturity Date: | 18 December 2026 | ||||
| 9. | Interest Basis: | 11.5 per cent. Fixed Rate (see paragraph 14 below) | ||||
| 10. | Redemption/Payment Basis: | Subject to any purchase and cancellation of early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. |
||||
| 11. | Change of Interest Basis: | Not Applicable | ||||
| 12. | Put/Call Options: | Not Applicable | ||||
| 13. | Date Board approval for issuance of Notes and Guarantee respectively obtained. |
10 October 2023 and 12 October 2023, respectively | ||||
| 14. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (i) | Rate of Interest: | 11.5 per cent. per annum payable in arrear on each | |
| Interest Payment Date |
| (ii) | Interest Payment Dates: | 18 December in each year | |||
|---|---|---|---|---|---|
| (iii) Fixed Coupon Amount: (iv) Broken Amount(s): |
EUR 115 per Calculation Amount | ||||
| Not Applicable | |||||
| (v) | Day Count Fraction: | Actual/Actual-ICMA | |||
| (vi) | Determination Dates: | Interest Payment Dates | |||
| 15. | Floating Rate Note Provisions | Not Applicable | |||
| 16. | Zero Coupon Note Provisions | Not Applicable | |||
| PROVISIONS RELATING TO REDEMPTION |
| 17. | Call Option | Not Applicable |
|---|---|---|
| 18. | Make-Whole Redemption | Not Applicable |
| 19. | Clean-up Call Option | Not Applicable |
| 20. | Put Option | Not Applicable |
| 21. | Final Redemption Amount of each Note: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at EUR 1,000 per Calculation Amount |
redemption for taxation reasons or on event of default or other early redemption:
| 23. | Form of Notes: | Bearer Notes: | |||
|---|---|---|---|---|---|
| Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note |
|||||
| Registered Notes: | |||||
| Not Applicable | |||||
| 24. | Name and address of Registrar: | Not Applicable | |||
| 25. | New Global Note (Bearer Notes): | Yes | |||
| 26. | Global Certificates (Registered Notes): | No | |||
| 27. | New Safekeeping Structure (Registered Notes): |
No | |||
| 28. | Financial Centre(s): | Not Applicable | |||
| 29. | Talons for future Coupons or attached to Definitive Notes (and dates on which such Talons mature): |
No |
| 30. | Prohibition | of | Sales | to | EEA | Retail | |
|---|---|---|---|---|---|---|---|
| Investors: | Applicable | ||||||
| 31. | Prohibition Investors: |
of | Sales | to | UK | Retail | Applicable |
| 32. | Benchmark: | Not Applicable |
The Issuer
SIGNED on behalf of INTERNATIONAL PERSONAL FINANCE PLC
By: ...............................................................
Duly authorised
The Guarantors
SIGNED on behalf of IPF HOLDINGS LIMITED
By: ...............................................................
Duly authorised
By: ...............................................................
Duly authorised
SIGNED on behalf of IPF INTERNATIONAL LIMITED
By: ...............................................................
Duly authorised
SIGNED on behalf of IPF DIGITAL GROUP LIMITED
By: ...............................................................
Duly authorised
submitted to the Central Bank of Ireland and published by the Issuer in accordance with the EU Prospectus Regulation and in compliance with the other requirements of the local law of any relevant EEA Member State, if applicable.
Ratings: The Notes to be issued have not been rated
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
| (i) | Reasons for the offer: | General corporate purposes | |
|---|---|---|---|
| (ii) | Use of proceeds: | Not Applicable | |
| (iii) | Estimated net proceeds: | EUR 11,542,000 | |
| (iv) | Estimated total expenses related to the admission of trading: |
EUR 1,750 | |
| 5. | YIELD | ||
| Indication of yield: | 11.5 per cent. per annum | ||
| 6. | OPERATIONAL INFORMATION | ||
| (i) | ISIN Code: | XS2733606540 | |
| (ii) | Common Code: | 273360654 | |
| (iii) | CFI: | DTVXFB | |
| (iv) | FISN: | INTL PERSO.FI./VAR MTN 20261218 | |
| (v) | Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): |
Not Applicable | |
| (vi) | Names and addresses of additional Paying Agent(s) (if any): |
Not applicable | |
| (vii) | Names and addresses of Calculation Agent(s) (if not HSBC Bank plc): |
Not applicable | |
(viii) Intended to be held in a manner which would allow Eurosystem eligibility: Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
US Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
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