Capital/Financing Update • Jul 23, 2012
Capital/Financing Update
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 13 September 2011 and the supplemental Prospectus dated 24 July 2012 which together constitute a base 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 such Prospectus as so supplemented. 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 as so supplemented. The Prospectus and the supplemental Prospectus are available for viewing during normal business hours at Number Three, Leeds City Park Office, Meadow Lane, Leeds LS11 5BD and copies may be obtained from the address stated above.
| 1. | (i) | Issuer: | International Personal Finance plc |
|---|---|---|---|
| (ii) | Guarantors: | IPF Holdings Limited, International Personal Finance Investments Limited and IPF International Limited |
|
| 2. | (i) | Series Number: | $\overline{4}$ |
| (ii) | Tranche Number: | 1 | |
| 3. | Specified Currency or Currencies: | Czech Koruna ("CZK") | |
| 4. | Aggregate Nominal Amount of Notes: | CZK 280,000,000 | |
| (i) | Series: | CZK 280,000,000 | |
| (ii) | Tranche: | CZK 280,000,000 | |
| 5. | Issue Price: | 97.44 per cent. of the Aggregate Nominal Amount |
|
| 6. | (i) | Specified Denominations: | CZK 3,000,000 and integral multiples of CZK 100,000 in excess thereof up to and including CZK 5,900,000. No Notes in definitive form will be issued with a denomination above CZK 5,900,000. |
| (ii) | Calculation Amount: | CZK 100,000 | |
| 7. | (i) | Issue Date: | 25 July 2012 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 24 July 2015 | |
| 9. | Interest Basis: | 8.50 per cent. Fixed Rate |
| (further particulars specified below) | ||||
|---|---|---|---|---|
| -- | -- | --------------------------------------- | -- | -- |
| 10. | Redemption/Payment Basis: | Redemption at par | |
|---|---|---|---|
| 11. | Change of Interest or Redemption/ Not Applicable Payment Basis: |
||
| 12. | Put/Call Options: | Not Applicable | |
| 13. | (i) | Status of the Notes: | Senior |
| (ii) | Status of the Guarantee: | Senior | |
| (iii) | Date of Executive Committee approval for issuance of Notes and Board Approval of Guarantee obtained: |
19 July 2012 | |
| 14. | Method of distribution: | Non-syndicated | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 15. | Fixed Rate Note Provisions | Applicable | |
| (i) | Rate of Interest: | 8.50 per cent. per annum payable annually |
Interest Payment Date(s): 24 July in each year commencing on 24 July 2013 (first short coupon) and adjusted in accordance with the Following Business Day Convention / not adjusted
in arrear
$(ii)$
| 20. | Call Option | Not Applicable |
|---|---|---|
| 21. | Put Option | Not Applicable |
| 22. | Final Redemption Amount of each CZK 100,000 per Calculation Amount |
35 U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
No permit for the issue of the Notes has been obtained (including the obtaining of the approval of the terms and conditions of the Notes) from the Czech National Bank (the "CNB") under Czech Act No. 190/2004 Coll., on Bonds (the " Bonds Act"). No action has been taken in the Czech Republic (including the obtaining of the base prospectus approval from the CNB and the admission to trading on a regulated market (as defined in Section 55 (1) of Czech Act No. 256/2004 Coll., on Conducting Business in the Capital Market, as amended (the "Capital Market Act")) for the purposes of any Notes to qualify as securities admitted to trading on a Czech regulated market (as defined in the Capital Market Act) or any other European regulated market within the meaning of the Capital Market Act.
The Dealer represents and agrees with the Issuer that it has not offered or sold, and will not offer or sell, any Notes in the Czech Republic through a public offering, being subject to several exemptions set out in the Capital Market Act - any communication to a broader circle of persons containing information on the securities being offered and the terms under which they may acquire the securities and which are sufficient for the investor to make a decision or to subscribe for, or purchase, such securities.
The Dealer represents and agrees with the Issuer that it has complied with and will comply with all the requirements of the Capital Market Act and the Bonds Act and has not taken, and will not take, any action which would result in the Notes being deemed to have been issued in the Czech Republic, the issue of the Notes being classed as "accepting of deposits from the public" by the Issuer in the Czech Republic under Section 2 (1) of Czech Act No. 21/1992 Coll., on Banks (as amended) (the "Banks Act") or requiring a permit, registration, filing or notification to the CNB or other authorities in the Czech Republic in respect of the Notes in accordance with the Capital Market Act, the Bonds Act, the Banks Act or the practice of the CNB.
The Dealer represents and agrees with the Issuer that it has complied with and will comply with all the laws of the Czech Republic applicable to the conduct of business in the Czech Republic (including the laws applicable to the provision of investment services (within the meaning of the Capital Market Act) in the Czech Republic) in respect of the Notes.
These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market of the Notes described herein pursuant to the EUR 1,000,000,000 Euro Medium Term Note Programme of International Personal Finance plc.
The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms.
The Issuer
Signed on behalf of International Personal Finance plc
By:
Bebreve
Duly authorised
Signed on behalf of IPF Holdings Limited
By:
By:
DES BURDEC Duly authorised
Signed on behalf of International Personal Finance Investments Limited
RES Spranger
Duly authorised
Signed on behalf of IPF International Limited
By:
PESSORSOL Duly authorised
$1.$ LISTING
Application is expected to be 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 25 July 2012.
The Notes to be issued will not be separately rated.
(i) Admission to trading:
Indication of vield:
9.52 per cent. per annum
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
ISIN Code: XS0804781945 Common Code: 080478194 Any clearing system(s) other than Not Applicable Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Delivery: Delivery against payment Names and addresses of initial Paving Not Applicable Agent(s) (if not the Issue and Paying Agent): Names and addresses of additional Not Applicable Paying Agent(s) (if any): Names and addresses of Calculation Not Applicable Agent(s) (if not Citibank, N.A., London Branch): Intended to be held in a manner which $No$ would allow Eurosystem eligibility:
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