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INTERNATIONAL PERSONAL FINANCE PLC

Capital/Financing Update Dec 20, 2017

4870_rns_2017-12-20_60060f26-9626-4e3e-b7e6-c2c89d39bebf.pdf

Capital/Financing Update

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Final Terms dated 20 December 2017

International Personal Finance plc

Issue of EUR 12,000,000 5.750% Senior Unsecured Unsubordinated Fixed Rate Notes due 2021 (to be consolidated and form a single series with the existing EUR 300,000,000 5.750% Senior Unsecured Unsubordinated Fixed Rate Notes due 2021 issued on 7 April 2014 and the EUR 100,000,000 5.750% Senior Unsecured Unsubordinated Fixed Rate Notes due 2021 issued on 23 April 2015)

Guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited and IPF International Limited under the EUR 1,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus dated 21 March 2014 which are incorporated by reference in the Prospectus dated 4 May 2017 and the supplements to it dated 15 June 2017 and 23 November 2017 which together constitute a base prospectus (the "Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus, which constitutes a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Prospectus dated 21 March 2014. 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 London Stock Exchange at: http://www.londonstockexchange.com/exchange/prices-and-news/news/marketnews/market-news-home.html.

1 (i) Issuer: International Personal Finance plc
(ii) Guarantor: IPF Holdings Limited, International Personal
Finance Investments Limited and IPF International
Limited
2 (i) Series Number: 8
(ii) Tranche Number: 3
(iii) Date on which the Notes become
fungible:
The Notes shall on the Issue Date be consolidated,
form a single series and be interchangeable for
trading purposes with the EUR 300,000,000 5.750%
Senior Unsecured Unsubordinated Fixed Rate
Notes due 2021 issued on 7 April 2014 and the
EUR 100,000,000 5.750% Senior Unsecured
Unsubordinated Fixed Rate Notes due 2021 issued
on 23 April 2015
3 Specified Currency or Currencies: Euro ("EUR")
4 Aggregate Nominal Amount of Notes: EUR 412,000,000
(i) Series: EUR 400,000,000
(ii) Tranche: EUR 12,000,000
5 Issue Price: 93.50 per cent. of the Aggregate Nominal Amount
(plus 259 days' accrued and unpaid interest from
and including 7 April 2017 to but excluding 22
December 2017)
6 (i) Specified Denominations: EUR 100,000 and integral multiples of EUR 1,000 in
excess thereof up to and including EUR 199,000.
No Notes in definitive form will be issued with a
denomination above EUR 199,000
(ii) Calculation Amount: EUR 1,000
7 (i) Issue Date: 22 December 2017
(ii) Interest Commencement Date 7 April 2017
8 Maturity Date: 7 April 2021
9 Interest Basis: 5.750 percent. Fixed Rate (see paragraph 14
below)
10 Redemption/Payment Basis: Subject to any purchase and cancellation or 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: Change of Control Put (further particulars specified
below)
13 Date Executive Committee approval
for issuance of Notes and Guarantee
19 December 2017

respectively obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14 Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 5.750 per cent. per annum payable in arrear on
each Interest Payment Date
(ii) Interest Payment Date: 7 April in each year
(iii) Fixed Coupon Amount: EUR 57.50 per Calculation Amount
(iv) Broken Amount: Not Applicable
(v) Day Count Fraction: Actual/Actual-ICMA
(vi) Determination Dates: 7 April in each year
15 Floating Rate Note Provisions Not Applicable
16 Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
17 Call Option Not Applicable
18 Put Option Applicable
(i) Investor Put: Not Applicable
  • (ii) Change of Control Put: Applicable
  • (a) Optional Redemption Amount(s): 101 per cent. of the Calculation Amount
  • (a) Negative Rating Event Specified Rating (Condition 6(f)):
  • 19 Final Redemption Amount of each Note:

20 Early Redemption Amount

Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:

EUR 1,000 per Calculation Amount

EUR 1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21 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
22 Name and address of Registrar: Not Applicable
23 New Global Note: Yes
24 Financial Centre(s): London, TARGET2
25 Talons for future Coupons to be
attached to Definitive Notes (and dates
on which such Talons mature):
No
26 Prohibition of Sales to EEA Retail
Investors:
Not Applicable

BB

PART B – OTHER INFORMATION

1 LISTING

(i) Admission to trading: Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
the London Stock Exchange's regulated market with
effect from 22 December 2017
(ii) Estimate of total expenses related to
admission to trading:
GBP 3,600
2 RATINGS
Ratings: The Notes to be issued have been rated:
Fitch: BB
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
involved in the offer of the Notes has an interest material to the offer. Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person
4 Fixed Rate Notes only – YIELD
Indication of yield: 8.060 per cent. per annum
5 OPERATIONAL INFORMATION
ISIN Code: From and including the Issue Date to, but
excluding the Exchange Date (as defined in the
Temporary Global Note) XS1740868002 and
thereafter XS1054714248
Common Code: From and including the Issue Date to, but
excluding, the Exchange Date, 174086800 and
thereafter 105471424
Any clearing system(s) other than
Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme and the relevant
identification number(s):
Not Applicable
Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
Names and addresses of Calculation
Agent(s) (if not Citibank, N.A., London
Branch):
Not Applicable
6 DISTRIBUTION

US Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

ANNEX

Issue of euro denominated 5.750 per cent. Notes due 2021

Specific Summary

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities, Issuer and the Guarantors. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities, Issuer and the Guarantors, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'.

Section A – Introduction and warning:
Element Disclosure Disclosure
Requirement
A.1 Warning This summary
should
be read as an introduction to the Prospectus.
Any decision to invest in the securities should be based on consideration
of the Prospectus (as supplemented at the relevant time, if applicable) as
a whole by the Investor.
Where
a claim
relating
to the information
contained
in the Prospectus
is brought
before
a court,
the plaintiff
investor might, under the national legislation of the Member States, have
to bear
the
costs
of translating
the
Prospectus
before
the
legal
Civil liability attaches only to those persons
proceedings are initiated.
who have tabled the summary including any translation thereof, but only
if
the
summary is
misleading, inaccurate or
inconsistent when
read
together with the other parts of the Prospectus or it does not provide,
when
read
together
with
the
other
parts of the
Prospectus,
key
information in order to aid Investors when considering whether to invest
in such securities.
A.2 Not Applicable; the notes issued under this Programme (the "Notes")
may be offered only in circumstances in which an exemption from the
obligation
under
the Prospectus
Directive
to publish
a prospectus
applies in respect of such offer.
Section B – Issuer and Guarantors:
B.1 Legal and The
Issuer's legal and commercial name is International Personal
commercial name: Finance plc.
B.2 Domicile, Legal
Form, Country of
Incorporation and
Legislation under
which the Issuer
Operates:
The Issuer is a public limited company incorporated and registered in
England
and Wales on 5 December
2006 under the Companies
Act
1985 as a company limited by shares with registered number 6018973.
B.4b Known Trends
Affecting the
Issuer and its
Industry:
The
companies
in
the
Issuer's
corporate
Group
operate
in
the
international home credit market, which tends to be affected by various
changes
and fluctuations.
These
include
fluctuations
in the cost of
capital, changes
obtaining
in political,
economic
and financial
market
conditions,
fluctuations in interest
and currency
exchange
rates and
changes in governmental regulations, legislation and industry standards.
However, there are no known and specific trends currently affecting the
Issuer or the industry in which it operates.
B.5 Group Position: The Issuer is the ultimate parent in its corporate Group, which is
composed of wholly owned subsidiaries of the Issuer. The Issuer's Group
operates thirteen principal overseas subsidiaries in Europe, Mexico and
Australia.
The Group's Lithuanian
business
operates
as a branch of
the Group's Polish subsidiary. The Group has certain United Kingdom
subsidiaries which provide business services, financial support or debt
option facilities to fellow subsidiary undertakings.
B.9 Profit Forecasts: Not applicable. No profit forecast or estimate made.
B.10 Description of any
Qualifications in
the Audit Report
on the Historical
Financial
Information:
Not applicable. The audit reports on the Issuer's consolidated historical
financial information are not qualified.
B.12 Key Historical
Financial
Information: Issuer
Issuer
Consolidated Income
Statement
Revenue
Audited
year ended
31
December
2016
£M
Audited
year ended
31
December
2015
£M
Unaudited
Six months
ended 30
June 2017
£M
Unaudited
Six months
ended 30
June 2016
£M
763.4 735.4 400.8 361.5
Impairment (187.5) (188.9) (109.9) (101.1)
Exceptional impairment - - - -
Revenue less
impairment
575.9 546.5 290.9 260.4
Finance costs (47.1) (41.6) (27.1) (21.6)
Other operating costs (130.7) (116.8) (66.7) (58.6)
Administrative expenses (305.5) (272.0) (154.1) (147.2)
Exceptional
administrative expenses
- - - -
Total costs (483.3) (430.4) (247.9) (227.4)
Profit before taxation
& exceptional items
92.6 116.1 43.0 33.0
Exceptional items - (15.9) - -
Profit before taxation 92.6 100.2 43.0 33.0
Tax (expense)/income
-
UK
-
Overseas
Total tax expense
(3.1)
(22.6)
(25.7)
(1.5)
(36.2)
(37.7)
-
(12.9)
(12.9)
-
(8.9)
(8.9)
Profit after taxation
attributable to owners
of the parent
66.9 62.5 22.4 21.6
Audited year
ended 31
December
2016
£M
Audited year
ended 31
December
2015
£M
Unaudited
Six months
ended 30
June 2017
£M
Unaudited
Six months
ended 30
June 2016
£M
Consolidated
Balance Sheet
Assets
Non-current assets
Goodwill 23.3 20.1 23.9 22.9
Intangible assets 32.6 25.6 34.9 31.2
Property, plant and
equipment
23.4 24.3 24.3 22.9
Deferred tax assets 112.0 82.2 118.9 87.3
Non-current tax asset 36.0 -
Retirement benefit
asset
- -
191.3 152.2 238.0 164.3
Current assets
Amounts receivable
from customers
- due within one year 808.3 718.9 863.1 752.3
- due in more than one
year
131.6 83.5 147.1 122.4
939.9 802.4 1,010.2 874.7
Derivative financial
instruments
15.4 11.5 3.0 19.9
Cash and cash
equivalents
43.4 39.9 32.3 42.1
Other receivables 20.8 14.8 30.2 32.4
Current tax assets 3.1 1.3 11.5 3.9
1,022.6 869.9 1,087.2 973.0
Total assets 1,213.9 1,022.1 1,325.2 1,137.3
Liabilities
Current liabilities
Borrowings (22.4) (22.3) (73.9) (17.8)
Derivative financial
instruments
(4.7) (2.8) (12.6) (6.1)
Trade and other
payables
(123.2) (95.5) (133.0) (120.1)
Current tax liabilities (16.5) (30.9) (5.0) (16.7)
Non-current
liabilities
(166.8) (151.5) (224.5) (160.7)
Retirement benefit
obligation
(9.1) (0.2) (6.0) (4.7)
Deferred tax liabilities (8.1) (8.6) (7.3) (6.1)
Audited year
ended 31
December
2016
£M
Audited year
ended 31
December
2015
£M
Unaudited
Six months
ended 30
June 2017
£M
Unaudited
Six months
ended 30
June 2016
£M
Borrowings (600.4) (543.4) (610.4) (584.6)
(617.6) (543.4) (623.7) (595.4)
Total liabilities (784.4) (694.9) (848.2) (756.1)
Net assets 429.5 327.2 477.0 381.2
Equity attributable to
owners of the parent
Called-up share capital 23.4 23.4 23.4 23.4
Other reserves (22.5) (58.9) (22.5) (22.5)
Foreign exchange
reserve
8.7 (58.9) 46.5 (4.3)
Hedging reserve 1.1 (58.9) 2.5 (1.2)
Own shares (50.8) (58.9) (48.8) (55.2)
Capital redemption 2.3 2.3 2.3 2.3
reserve
Retained earnings 467.3 439.6 473.6 438.7
Total equity 429.5 327.2 477.0 381.2
Net cash generated
from/(used in)
operating activities
21.8 22.4 (14.6) 0.8
Net cash used in
investing activities
(24.1) (47.7) (9.1) (10.2)
Net cash generated
from financing
activities
0.8 (1.4) 11.0 8.1
Net
increase/(decrease) in
cash and cash
equivalents
(1.5) (26.7) (12.7) (1.3)
Cash and cash
equivalents at the start
of the period
39.9 68.8 43.4 39.9
Exchange
(losses)/gains on cash
and cash equivalents
5.0 (2.2) 1.6 3.5
Cash and cash
equivalents at the
end of the period
43.4 39.9 32.3 42.1
Save as disclosed in paragraph 5(iii) of the Supplement to the Prospectus
dated 23 November 2017, there has been no material adverse change in
the prospects of the Issuer, any of the Guarantors or of the Group since
31 December 2016.
B.13 Description of Not applicable. There have been no recent events material to the Issuer's
Recent Events
Material to the
Issuer's
solvency.
Solvency:
B.14 If the Issuer is
Dependent upon
other Entities
Within the Group,
this must be
Clearly Stated:
of the Group, and the
As the Issuer is the ultimate holding company
Group's
business
is conducted
through
the members
of the Group
referenced in that Element, the Issuer is, accordingly, dependent upon
those members of the Group.
B.15 Issuer's Principal
Activities:
The business of the companies in the Issuer's corporate Group is the
international provision of home credit and the provision of digital online
loans through the IPF Digital business. The Group's business involves
from
the
provision
of small
sum
unsecured
cash
loans
ranging
approximately
£100 to approximately
£2,000. The loans are in local
currency and, typically, are delivered to the customer's home
and the
repayments are collected from the customer's home weekly by the
Group's agents. The Group also offers a digital loan product in certain
jurisdictions. Loans are short-term and generally range from six months
to two years, with the average loan term during 2016 being 56 weeks.
For the majority of home collected
loans, the total amount
repayable
on the loan is fixed at the outset and no additional penalty charges or
interest as a result of missed payments are subsequently
added. This
applies regardless
of the number
of missed payments
or changes
in
interest rates.
B.16 Control of the
Issuer:
Not
applicable.
The
Issuer
is an entity
whose
ordinary
shares
are
admitted to trading on the Main Market of the London Stock Exchange
and, to the best of the Issuer's knowledge and belief,
is not directly
or indirectly owned or controlled by any person.
B.17 Credit Ratings
Assigned to the
Issuer or its Debt
Securities at the
Request of or in
Co-operation
with the Issuer:
The Notes to be issued have been rated BB by Fitch Ratings Ltd.
The
Issuer
has
been
given
a long-term
issuer
default
rating
of BB+
(Negative Watch)
and a short-term
issuer default
rating of B by Fitch
Ratings Ltd.
B.18 Guarantee: The Guarantors have, on a joint and several basis, unconditionally and
irrevocably guaranteed the due payment of all sums expressed to be
payable by the Issuer under a Trust Deed dated on or about the date
hereof (as amended or supplemented as at the date of issue of the Notes)
(the "Trust Deed"), the Notes and the interest coupons relating to interest
"unconditionally" means
bearing
Notes
(the "Coupons").
that, if the
Issuer hasn't paid the relevant amount due, there is no further condition
to be fulfilled before the Guarantee can be called on, and "irrevocably"
means that the Guarantors can't revoke their Guarantee at a later date.
"on a joint and several basis" means that any person owed money under
the Guarantee
may pursue
the obligation
against
all the Guarantors
together, or any one Guarantor as if that Guarantor were liable for the
whole guaranteed amount. Their obligations in that regard are contained
in the Trust Deed.
B.19/B.1 Legal and
commercial
name:
IPF Holdings Limited.
B.19/B.2 Domicile, Legal
Form, Country
of Incorporation
and Legislation
under which
the Guarantor
Operates:
IPF Holdings Limited is a private limited company incorporated
and
the
registered
in England
and
Wales
on 29 October
1980
under
Companies Act 1948 as a company limited by shares with registered
number 01525242.
B.19/B.4b Known Trends
Affecting the
Guarantor and its
Industry:
the
The
companies in
the
Issuer's
corporate Group
operate
in
international home credit market, which tends to be affected by various
in the cost of
changes
and fluctuations.
These include
fluctuations
obtaining capital, changes in political, economic and financial market
in interest and currency exchange rates and
conditions,
fluctuations
changes
in
governmental
regulations,
legislation
and
industry
standards. However, there are no known and specific trends currently
affecting IPF Holdings Limited or the industry in which it operates.
B.19/B.5 Group Position: Issuer and
IPF
Holdings Limited is a wholly owned subsidiary of the
parent company to IPF Financial Services Limited and International
Personal Finance Investments Limited.
B.19/B.9 Profit Forecasts: No profit forecast or estimate is made in relation to IPF Holdings Limited
and the audit reports thereon are without qualification.
B.19/B.10 Description of
any
Qualifications in
the Audit Report
on the Historical
Financial
Information:
See paragraph B.10 above.
Not applicable. No qualifications were made in the audit reports on the
historical financial information of the Issuer (on a consolidated basis).
B.19/B.12 Key Historical
Financial
Information:
See paragraph B.12 above.
Financial data has been extracted without material adjustment from
the Issuer's consolidated audited historical financial information for
the financial years ended 31 December 2016 and 31 December
2015.
B.19/B.13 Description of
Recent Events
Material to the
Guarantor's
Solvency:
Not applicable. There have been no recent events material to IPF
Holdings Limited's solvency.
B.19/B.14 If the Guarantor
is Dependent
upon other
Entities Within
the Group, this
must be Clearly
Stated:
As an intermediate holding company, IPF Holdings Limited is
dependent on the Issuer for the provision of funding, and upon the
business performance of operating subsidiaries.
B.19/B.15 Guarantor
Principal
Activities:
as the
IPF
Holdings
Limited's
principal
business
activity
is to act
Finance
intermediate
holding
company
of International
Personal
Investments Limited and IPF Financial Services Limited.
B.19/B.16 Control of the
Guarantor:
IPF Holdings Limited is owned and controlled by the Issuer.
B.19/B.17 Credit Ratings: IPF Holdings Limited is not independently rated. The Programme has
been rated BB+ by Fitch Ratings Ltd.
B.19/B.18 Guarantee: The Guarantors have, on a joint and several basis, unconditionally and
irrevocably guaranteed the due payment of all sums expressed to be
payable by the Issuer under the Trust Deed, the Notes and Coupons.
Their obligations in that regard are contained in the Trust Deed.
B.19/B.1 Legal and
commercial
name:
International Personal Finance Investments Limited.
B.19/B.2 Domicile, Legal
Form, Country of
Incorporation and
Legislation under
which the
Guarantor
Operates:
International Personal Finance Investments Limited is a private limited
company
incorporated
and registered
in England
and Wales
on 28
August 1969 under the Companies Act 1948 as a company listed by
shares with registered number 00961088.
B.19/B.4b Known Trends
Affecting the
Guarantor and its
Industry:
The
companies in
the
Issuer's
corporate Group
operate
in
the
international home credit market, which tends to be affected by various
changes
and fluctuations.
These include
fluctuations
in the cost of
obtaining capital, changes in political, economic and financial market
conditions,
fluctuations
in interest and currency exchange rates and
changes
in
governmental
regulations,
legislation
and
industry
standards. However, there are no known and specific trends currently
affecting International Personal Finance Investments Limited or
the
industry in which it operates.
B.19/B.5 Group Position: Limited is a wholly owned
International
Personal Finance Investments
subsidiary
of
IPF
Holdings
Limited
and
parent
company
to
various
operating subsidiaries including IPF International Limited, IPF Financing
Limited and IPF Development (2003) Limited.
B.19/B.9 Profit Forecasts: No profit forecast or estimate is made in relation to IPF Holdings Limited
and the audit reports thereon are without qualification.
B.19/B.10 Description of
any
Qualifications in
the Audit Report
on the Historical
Financial
Information:
See paragraph B.10 above.
Not applicable. No qualifications were made in the audit reports on the
historical financial information of the Issuer (on a consolidated basis).
B.19/B.12 Key Historical
Financial
Information:
See paragraph B.12 above.
Financial data has been extracted without material adjustment from the
for the
Issuer's consolidated
audited historical
financial information
financial years ended 31 December 2016 and 31 December 2015.
B.19/B.13 Description of
Recent Events
Material to the
Guarantor's
Solvency:
Not applicable. There have been no recent events material to International
Personal Finance Investments Limited's solvency.
B.19/B.14 If the Guarantor is
Dependent upon
other Entities
within the Group,
this must be
Clearly Stated:
As an intermediate
holding company, International
Personal Finance
Investments Limited is
dependent on
the
Issuer for
the
provision of
funding, and upon the business performance of operating subsidiaries.
B.19/B.15 Guarantor
Principal
Activities:
International Personal Finance Investments Limited's principal business
activity is to act as an intermediate holding company of certain of the
Group's operating subsidiaries.
B.19/B.16 Control of the
Guarantor:
Limited is owned and
International
Personal
Finance Investments
controlled by IPF Holdings Limited.
B.19/B.17 Credit Ratings: International
Personal
Finance
Investments
Limited
is
not
independently rated. The Programme
has been rated BB+ by Fitch
Ratings Ltd.
B.19/B.18 Guarantee: The Guarantors have, on a joint and several basis, unconditionally and
irrevocably guaranteed the due payment of all sums expressed to be
payable by the Issuer under the Trust Deed, the Notes and Coupons.
Their obligations in that regard are contained in the Trust Deed.
B.19/B.1 Legal and
commercial
name:
IPF International Limited
B.19/B.2 Domicile, Legal
Form, Country of
Incorporation
and Legislation
under which the
Guarantor
Operates:
IPF International Limited is a private limited company incorporated and
registered
in
England
and
Wales
on
14
March
1963
under
the
Companies Act 1948 as a company limited by shares with registered
number 00753518.
B.19/B.4b Known Trends
Affecting the
Guarantor and its
Industry:
The
companies in
the
Issuer's
corporate Group
operate
in
the
international home credit market, which tends to be affected by various
changes
and fluctuations.
These
include
fluctuations
in the cost of
and financial market
obtaining capital, changes in political, economic
conditions,
fluctuations
in interest and currency
exchange
rates and
changes
in
governmental
regulations,
legislation
and
industry
standards. However, there are no known and specific trends currently
affecting IPF International Limited or the industry in which it operates.
B.19B.5 Group Position: IPF International Limited is a wholly owned subsidiary of International
Personal Finance Investments Limited.
B.19/B.9 Profit Forecasts: No profit forecast or estimate is made in relation to IPF International
Limited.
B.19/B.10 Description of any
Qualifications in
the Audit Report
on the Historical
Financial
Information:
See paragraph B.10 above.
Not applicable. No qualifications were made in the audit reports on the
historical financial information of the Issuer (on a consolidated basis).
B.19/B.12 Key Historical
Financial
Information:
See paragraph B.12 above.
Financial data has been extracted without material adjustment from the
for the
Issuer's consolidated
audited historical
financial information
financial years ended 31 December 2016 and 31 December 2015.
B.19/B.13 Description of
Recent Events
Material to the
Guarantor's
Solvency:
Not applicable. There have been no recent events material to IPF
International Limited's solvency.
B.19/B.14 If the Guarantor is
Dependent upon
other Entities
within the Group,
this must be
clearly stated:
IPF International Limited is dependent on the Issuer for the provision of
funding.
B.19/B.15 Guarantor
Principal
Activities:
to provide
IPF
International Limited's principal business activities are
services and business know-how to fellow subsidiary undertakings.
B.19/B.16 Control of the
Guarantor:
IPF International
Limited is owned and controlled
by International
Personal Finance Investments Limited.
B.19/B.17 Credit Ratings: IPF International Limited is not independently rated. The Programme has
been rated BB+ by Fitch Ratings Ltd.
B.19/B.18 Guarantee: The Guarantors have, on a joint and several basis, unconditionally and
irrevocably guaranteed the due payment of all sums expressed to be
payable by the Issuer under the Trust Deed, the Notes and Coupons.
Their obligations in that regard are contained in the Trust Deed.
Section C – Notes:
C.1
C.2
Description of the
type and Class of
Securities:
Currency:
Type of Note: Fixed Rate Note
Series Number: 8
Tranche Number: 3
Aggregate Nominal Amount:
(i) Series: EUR 412,000,000
(ii) Tranche: EUR 12,000,000
ISIN: From and including the Issue Date to, but excluding, the Exchange
Date (as defined in the Temporary Global Note) XS1740868002 and
thereafter XS1054714248
Common Code: From and including the Issue Date to, but excluding, the
Exchange Date, 174086800 and thereafter 105471424
The Specified Currency or Currencies of the Notes is Euro ("EUR")
C.5 A description of
any Restriction on
the Free
Transferability of
Securities:
There are no restrictions on the free transferability of the Notes.
The issuer and the Dealers have agreed certain customary restrictions on
offers, sale and delivery of Notes and of the distribution of offering material
in the United States, the European Economic Area, the United Kingdom
and Japan.
Regulation S Compliance Category 2; TEFRA D.
C.8 A description of
the Rights
Attaching to the
Securities,
including Ranking
and any
Limitation on
those Rights:
Issue Price
93.50 per cent. of the Aggregate Nominal Amount (plus 259 days' accrued
and unpaid interest from and including 7 April 2017 to but excluding 22
December 2017).
Withholding Tax
All payments of principal and interest in respect of the Notes will be made
free and clear of withholding taxes of the United Kingdom, unless such
withholding is required by law (in which case the Noteholders will receive
such amounts
as they would have received
under the Notes had no
such withholding been required, subject to certain exceptions).
Ranking
unsubordinated and
The
Notes
and
the
Guarantee
will
constitute
unsecured
obligations
of the Issuer and the Guarantors,
respectively.
This means that, on the winding up of the Issuer and/or the Group, the
Notes and the Guarantees
would rank alongside
the other unsecured
obligations of the Issuer and/or the Guarantors (as applicable) (including
the unsecured obligations in relation to the Group banking facilities and
other financing).
The Notes and Guarantees
would rank behind any
obligations that
have
the
benefit
of security
granted
by the
Group
(currently none), and any obligations mandatorily preferred by law.
Negative pledge
The Notes contain a negative pledge provision pursuant to which (subject
to certain exceptions) none of the Issuer, the Guarantors or any of their
subsidiaries may create or have outstanding any security interest upon the
whole or (to the extent that the Issuer and the Guarantors can procure
compliance through proper exercise of voting and other rights or powers
of control) any part of its or their respective undertakings or assets
(present or future) to secure any debt instruments or any guarantee or
indemnity obligation in respect of debt instruments without granting such
security to the holders of the Notes, or making arrangements not materially
less beneficial.
Optional redemption
If so specified in the Final Terms in respect of an issue of Notes, if a
Change of Control Put Event occurs, a holder of a Note will have the option
to require the Issuer to redeem such Note at 101 per cent. of its nominal
amount, together with any accrued interest thereon.
Financial covenants
The terms of the Notes will contain financial covenants
in respect of
the maintenance of
a
Consolidated EBITA
to
Consolidated Interest
Payable Ratio and the Maintenance of Consolidated Total Borrowings
to Consolidated Net Worth Ratio.
Events of Default
Events of Default under the Notes include non-payment
of interest for
14 days,
non-payment
of principal
for seven
days,
breach
of other
obligations under
the
Notes
or
Trust
Deed
(which
breach
is
not
remedied within 30 days after written notice has been given to the Issuer
and the Guarantors by the Trustee),
cross
acceleration
relating
to
indebtedness
for borrowed money of the Issuer, the Guarantor or any
subject to an aggregate
material
subsidiary
threshold of £5,000,000,
appointment
of
an
insolvency
officer,
enforcement
of
security,
insolvency-type
of business. The
events
and
cessation
provisions
include certain minimum thresholds, provisos and grace periods.
Prescription
Claims against the Issuer or any Guarantor for payment in respect of
the Notes and Coupons (which, for this purpose, shall not include Talons)

and the Guarantee shall be prescribed and become void unless made

within 10 years (in the case of principal) or five years (in the case of
interest) from the appropriate Relevant Date in respect of them.
Meetings of Noteholders
Meetings
of
Noteholders
may
be
convened
to
consider
matters
affecting their
interests generally. These
provisions permit
defined
majorities to bind all holders
of Notes including
Noteholders who did
not vote on the relevant
resolution and
Noteholders who
voted
in a
manner contrary to the majority.
Governing law
English law.
C.9 Items in addition
to those in C8:
Maturity
Maturity date: 7 April 2021
Final redemption
The Final Redemption Amount of the Note is EUR 1,000
per Calculation
Amount.
Early redemption
Notes issued under the Programme may be subject to redemption
by
the Issuer prior to their stated maturity for reasons related to taxation
or, if the relevant Final Terms so specify, at the option of the Issuer.
Interest Periods and Interest Rates
The length of the interest periods for the Notes and the applicable interest
rate or its method of calculation may differ from time to time or be constant
for any Series. Notes may have a maximum interest rate, a minimum
interest rate, or both. The use of interest accrual periods permits the
Notes to bear interest
at different
rates in the same interest
period.
All such information will be set out in the relevant Final Terms.
Fixed Rate Notes
Rate of Interest: 5.750 per cent. per annum payable in arrear on each
Interest Payment Date.
Interest Payment Date: 7 April
in each year.
Fixed Coupon Amount: EUR 57.50 per Calculation Amount
Indication of yield: 8.060 per cent.
Floating Rate Notes
Floating Rate Notes are not being issued pursuant to these Final Terms.
Zero Coupon Notes
Zero Coupon Notes are not being issued pursuant to these Final Terms.
Trustee
The Law Debenture Trust Corporation p.l.c.
C.10 Derivative
component in
interest
payments:
Not applicable. There is no derivative component in the interest
payments made in respect of any Notes issued under the
Programme.
C.11 Listing and
admission to
trading:
Application has been made to list Notes issued under the Programme
on the Official List and to admit them to trading on the London Stock
Exchange plc's Regulated Market with effect from 22 December
2017.
C.21
Section D – Risks:
Indication of the
Market where the
Securities will be
Traded and for
which Prospectus
has been
published:
This Prospectus is to be published in the United Kingdom and
application has been made to admit the Notes to trading on the
London Stock Exchange plc's Regulated Market .
D.2 Key information
on the Key Risks
Specific to the
Issuer:
Summary of key risks that may affect the Issuer and the Group:

The Group is at risk from changes in political, economic, and financial
market conditions, such as a global or local recession, inflation and
fluctuations in interest and currency exchange rates. Change to the
political landscape in one of the Group's geographic markets could
undermine general demand for loans, lead to labour unrest, or, if
capital controls are imposed, restrict the ability of a Group subsidiary
to remit funds to the United Kingdom holding company. A recession
could reduce demand for the Group's products and services. Rising
inflation could erode Group profitability, as the rate of interest on loans
made by the Group is generally fixed at the outset, whilst the Group's
costs rise in line with inflation. Rising interest rates can lead to higher
costs of Group borrowing, reducing profitability. The Group reports
results in sterling,
but the majority of its assets are denominated
in foreign currencies, so exchange rate fluctuations may adversely
affect the Group's income statement account, its reserves or future
cash flows.

The performance
of the Group is influenced
by the economic
conditions of the countries in which it operates around the world. The
countries in which the Group currently operates are emerging
economies and so are subject to greater volatility in economic, political
and financial market conditions. Changes in the economic and political
climate both globally and locally, as well as changes in market
conditions generally could have a material adverse effect on the
Group's business, results of operations and financial condition.

The proposed withdrawal of the United Kingdom from the European
Union ("Brexit") may bring potential economic and political uncertainty
for the United Kingdom and European Union member states. Initial
market reaction to the decision of the United Kingdom to leave the
European Union has resulted in volatility in currency and
equity
markets, and a reassessment of the United Kingdom Sovereign's
credit worthiness by the major external rating agencies. The United
Kingdom government served a notice under Article 50 of The
European Union Lisbon Treaty on 29 March 2017. However, a
prolonged lack of clarity on the details of the United Kingdom's exit
from the European Union and uncertainty over trade arrangements,
market access and legislative and regulatory frameworks, will likely
result in continued market volatility which may include a deterioration
in economic conditions in the United Kingdom with potential
consequences in other markets.

The Group is at risk from regulation and litigation (including the effects
of changes in law or interpretation of the law in the Group's operating
markets) associated with the fact that the Group operates in a highly
regulated industry. Any change such as the introduction of statutory
caps on loans charges, could affect the Group's profitability, solvency
and capital requirements and may give rise to increased costs of
compliance. Litigation on the basis that the Group's charges are unfair
or usurious could compel a change in the Group's business model.

There could be challenges to the tax treatment of certain transactions
and arrangements between the companies in the Group. Although the
Group is headed by a United Kingdom holding company, the Group
does not have substantial operations in the United Kingdom. This
exposes the Group to the United Kingdom's international tax regime.
The treatment of such international groups under United Kingdom tax
law may be subject to significant change. Changes in accounting rules
could also significantly impact the Group's tax liabilities. Changes in
tax or accounting rules could damage the Group's financial position.

The Group sees less clarity in tax legislation in its overseas markets
than in the United Kingdom, and some uncertainty generally arising
from the fact that court decisions are often not binding as precedents.
In the overseas markets in which the Group operates, certainty of tax
treatment may be obtained only once the operation has been subject
to tax audit and these take place irregularly, typically once every four
to six years. A home credit business has a number of unusual features
which may make it unclear how overseas tax authorities will tax certain
aspects of the operations. Adverse changes in, or conflicting
interpretations
of, tax legislation and practice in the different
jurisdictions in which the Group operates may lead to an increase in
the Group's taxation liabilities and effective tax rate.
D.3 Key information
on the Key Risks
which are specific
to the Securities:
Summary of general risks affecting the Notes:

The Notes are not protected by the Financial Services Compensation
Scheme (the "FSCS") or any equivalent scheme in another
jurisdiction. As a result, neither the FSCS nor anyone else will pay
compensation to Investors upon the failure of the Issuer, the
Guarantors or the Group as a whole.

The Issuer may be expected to redeem Notes when its cost of
borrowing is lower than the interest rate on the Notes. At those times,
an Investor generally would not be able to reinvest the redemption
proceeds at an interest rate as high as that on the Notes being
redeemed and may only be able to do so at a significantly lower rate.

Investors who hold through CREST through the issuance of CDIs
("CDI Holders")
hold or have an interest in a separate
legal
instrument and will have only indirect interests in the underlying Notes.
This could potentially lead to the CDI Holders having different rights
and returns in respect of such underlying Notes as against those
Investors who have a direct interest in their Notes.

Defined majorities may be permitted to bind all Noteholders with
respect to modification and waivers of the Conditions of the Notes,
even if some Noteholders did not attend or vote.

Notes may have no established trading market when issued, and one
may never develop, or may develop and be illiquid. Investors may not
be able to sell their Notes easily or at prices that will provide them with
a yield comparable to similar investments that have a developed
secondary market.

In respect of Notes tradable on the ORB, a market-maker may not
continue to act as a market-maker for the life of the relevant Notes
and a replacement market-maker may not be appointed, impacting the
ability to sell the relevant Notes.
Summary of issue specific risks affecting the Notes:

An optional redemption feature is likely to limit the market value of
Notes. During any period when the Issuer may elect to redeem Notes,
the market value of those Notes generally will not rise substantially
above the price at which they can be redeemed. This also may be true
prior to any redemption period.

The market values of securities issued at a substantial discount or
premium to their nominal amount tend to fluctuate more in relation to
general changes in interest rates than do prices for conventional
interest-bearing
securities.
Generally,
the
longer
the
remaining
term of the securities, the greater the price volatility as compared
to
interest-bearing
conventional
securities
with
comparable
maturities.

The indication of yield stated within the Final Terms of the Notes
applies only to investments made at the issue price of the Notes. If an
Investor invests in Notes issued under the Programme at a price other
than the issue price of the Notes, the yield on that particular Investor's
investment in the Notes will be different from the indication of yield on
the Notes as set out in the Final Terms of the Notes.
Section E – Offer:
E.2b
Reasons for Offer Offer Price: Issue Price
and Use of
Proceeds: Conditions to which the offer is subject: Not Applicable
Description of the application process: Not Applicable
Description
of possibility
to reduce subscriptions
and manner
for
refunding excess amount paid by applicants: Not Applicable
application: Not
Details of
the
minimum and/or maximum amount of
Applicable
Details
of the method
and time limits for paying
up and delivering
the Notes: Not Applicable
Manner in and date on which results of the offer are to be made public:
Not Applicable
Procedure
for exercise
of any right of pre-emption,
negotiability
of
subscription rights and treatment of subscription rights not exercised: Not
Applicable
countries: Not
Whether
tranche(s)
have
been
reserved
for
certain
Applicable
of the amount allotted and the
Process for notification
to applicants
indication whether dealing may begin before notification is made: Not
Applicable
Amount
of
any
expenses
and
taxes
specifically
charged
to
the
subscriber or purchaser: Not Applicable
Name(s)
and address(es), to the extent
known
to the Issuer,
of the
placers in the various countries where the offer takes place: None
E.4 A description of
any Interest that
is Material to the
Issue/Offer,
including
Conflicting
Interests:
Save for 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, including conflicting interests.
E.7 Expenses
Charged to the
Investor by the
Issuer as Offeror:
Not applicable; there are no expenses charged to the Investor by the
Issuer/offer.

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