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INTERNATIONAL PERSONAL FINANCE PLC

Capital/Financing Update Dec 10, 2015

4870_rns_2015-12-10_7cf2cb0a-dc4d-40ce-9ab0-fb9c0fc50d6e.pdf

Capital/Financing Update

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Final Terms dated 8 December 2015

International Personal Finance plc

Issue of CZK 200,000,000 Fixed Rate Notes due 10 December 2018

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 Conditions set forth in the Prospectus dated 27 February 2015 and the supplements to it dated 27 August 2015 and 9 November 2015 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. 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/market-news/marketnews-home.html.

1 (i) Issuer: International Personal Finance plc
(ii) Guarantors: IPF Holdings Limited, International Personal
Finance Investments Limited and IPF International
Limited
$\overline{2}$ (i) Series Number: 13
(ii) Tranche Number: 1
(iii) Date on which the Notes
become fungible:
Not Applicable
3 Specified Currency or Currencies: Czech Koruna ("CZK")
4 Aggregate Nominal Amount of Notes: CZK 200,000,000
(i) Series: CZK 200,000,000
(ii) Tranche: CZK 200,000,000
5 Issue Price: 98.53 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: 10 December 2015
(ii) Interest Commencement
Date:
Issue Date
8 Maturity Date: 10 December 2018
9 Interest Basis: 5.50 per cent. Fixed Rate
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: Not Applicable
13 Date of Executive Committee
approval for issuance of Notes and
Board Approval of Guarantee
respectively obtained:
4 th December, 2015
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
5.50 per cent. per annum payable annually in
arrears on each Interest Payment Date
(ii) Interest Payment Date(s): 10 December in each year
(iii) Fixed Coupon Amount(s): CZK 5,500 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
Day Count Fraction:
(v)
Actual/Actual-ICMA
(vi) Determination Dates: 10 December 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 Not Applicable
19 Final Redemption Amount of each
Note:
CZK 100,000 per Calculation Amount
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:
CZK 100,000 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: No
24 Financial Centre(s): TARGET and Prague
25 Talons for future Coupons or
attached to Definitive Notes (and
dates on which such Talons mature):
No.

The Issuer

Signed on behalf of International Personal Finance plc

$\sqrt{M}$ By: Duly authorised

The Guarantors

Signed on behalf of IPF Holdings Limited

War By: . . . . . . . . . . . . . . . . Duly authoriséd -

Signed on behalf of International Personal Finance Investments Limited

whe
Duly authorised

Signed on behalf of IPF International Limited

$\overline{\mathcal{L}}$ By: Duly authorised

PART B - OTHER INFORMATION

$\mathbf{1}$ LISTING

Application will be made by the Issuer (or on its $(i)$ Admission to trading: behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market with effect from 10 December 2015. Estimate of total expenses GBP 300 $(ii)$ related to admission to trading:

$\overline{2}$ RATINGS

Ratings:

The Notes to be issued will not be separately rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $\mathbf{3}$ ISSUE/OFFER

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.

4 Fixed Rate Notes only - YIELD

6.05 per cent. Indication of yield:

5 OPERATIONAL INFORMATION

ISIN Code: XS1331157732
Common Code: 1331115773
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 CZK 200,000,000 Fixed Rate Notes due 10 December 2018 SPECIFIC SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered Summaries are made up or 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 sec 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
Requirement:
Disclosure
A.1 Warning This summary should be read as an introduction to the Prospectus. An y
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 containe d
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 proceedings a re
initiated. Civil liability attaches only to those persons who have tabled the
summary including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the othe r
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 Investor s
when considering whether to invest in such securities.
A.2 Not Applicable; 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
commercial
name:
The Issuer's legal and commercial name is International Personal
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 198 5
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 internationa I
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, fluctuation s
in interest and currency exchange rates and changes in governmenta I
regulations, legislation and industry standards. However, there are no know n
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 Grou p
operates thirteen principal overseas subsidiaries in Europe, Mexico an d
Australia. The Group's Lithuanian business operates as a branch of the
Group's Polish subsidiary. The Group has certain UK subsidiaries whi ch
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 Descriptio
In 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
Issuer
Consolidated Income Statement
Financial
Information:
Issuer
Unaudited
Six months
ended
30 June
2015
£Μ
Unaudited
Six months
ended
30 June
2014
£M
Audited
Year
ended
31 December
2014
£M
Audited
Year
ended
31 December
2013
£M
Revenue
Impairment
372.9
(112.6)
394.1
(130.2)
783.2
(220.0)
746.8
(198.6)
Revenue less
impairment
260.3 263.9 563.2 548.2
Finance costs
Other operating costs
Administrative expenses
(21.5)
(57.3)
(138.2)
(23.4)
(57.3)
(136.1)
(45.3)
(120.0)
(274.4)
(49.0)
(112.5)
(268.6)
Total costs (217.0) (216.8) (439.7) (430.1)
Profit before taxation &
exceptional items
43.3 47.1 123.5 118.1
Exceptional items (4.7) (22.6) (23.3) 12.4
Profit before taxation 38.6 24.5 100.2 130.5
Tax (expense)/income
$-UK$
- Overseas
(11.7) (8.7) 2.5
(30.9)
1.2
(36.1)
Total tax expense (11.7) (8.7) (28.4) (34.9)
Profit after taxation
attributable to owners of
the parent
26.9 15.8 71.8 95.6
Consolidated Balance Sheet
Assets Unaudited
30 June
2015
£М
Unaudited
30 June
2014
£Μ
Audited
31 December
2014
£M
Audited
31 December
2013
£M
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Deferred tax assets
Retirement benefit asset
19.5
19.2
25.0
66.5
0.1
1.4
28.2
66.8
10.1
28.2
73.7
1.8
28.8
65.2
Current assets 130.3 96.4 112.0 95.8
Amounts receivable from customers
- due within one year
686.0 717.7 723.9 739.1
- due in more than one year 65.Z 39.6 36.6 45.7
Derivative financial instruments 751.7
8.4
757.3
3.9
760.5 784.8
Cash and cash equivalents
Other receivables
51.7
27.5
80.1
18.6
5.8
68.8
14.1
6.5
24.6
14.4
Current tax assets 1.6 1.3
839.3 859.9 850.8 831.6
Total assets 969.6 956.3 962.8 927.4
Unaudited
30 June
2015
£М
Unaudited
30 June
2014
£Μ
Audited
31 December
2014
£Μ
Audited
31 December
2013
£Μ
Liabilities
Current liabilities
Borrowings
Derivative financial instruments
Trade and other payables
Current tax liabilities
(35.2)
(3.0)
(93.3)
(14.8)
(146.3)
(43.2)
(4.2)
(86.4)
(14.1)
(147.9)
(73.7)
(2.7)
(95.3)
(22.9)
(194.6)
(14.4)
(3.7)
(102.8)
(25.6)
(146.5)
Non-current liabilities
Retirement benefit obligation
Borrowings
(477.5) (1.9)
(437.4)
(2.0)
(404.6)
(0.9)
(386.1)
(477.5) (439.3) (406.6) (387.0)
Total liabilities (623.8) (587.2) (601.2) (533.5)
Net assets 345.8 369.1 361.6 393.9
Equity attributable to
owners of the parent
Called-up share capital
Other reserves
Retained earnings
24.0
(119.0)
440.8
24.0
(43.3)
388.4
24.0
(96.0)
433.6
24.0
(14.5)
384.4
Total equity 345.8 369.1 361.6 393.9
Consolidated Statement of Cash flows
Unaudited
Six months
ended
30 June
2015
£Μ
Unaudited
Six months
ended
30 June
2014
£Μ
Audited
Year
ended
31 December
2014
£Μ
Audited
Year
ended
31 December
2013
£Μ
Net cash generated from
operating activities
4.5 (13.1) 33.9 (1.3)
Net cash used in
investing activities
(64.4) (5.8) (20.6) (13.3)
Net cash used in
financing activities
45.1 75.5 31.8 15.3
Net increase/(decrease) in cash
and cash equivalents
Cash and cash equivalents at the
(14.8) 56.6 45.1 0.7
start of the period
Exchange (losses)/gains on cash
68.8 24.6 24.6 24.2
and cash equivalents (2.3) (1.1) (0.9) (0.3)
Cash and cash equivalents at
the end of the period
51.Z 80.1 68.8 24.6
Since 31 December 2014, the last day of the financial period in respect
of which the most recent published audited consolidated financial
statements of the Issuer have been prepared, there has been no materia I
adverse change in the prospects of the Issuer and its controlled entitie s
taken as a whole save as disclosed below:
New legislation has been enacted in Poland that introduces a cap on all
non-interest costs associated with the granting of consumer credit, as
well as other restrictions. The legislation will take effect on 11 March
2016 and will apply to all loans issued from that date. It is anticipated
that this will have an ongoing adverse financial impact on the prospects
of the Issuer in terms of the profitability of the Polish business and that
this will affect the results of the business progressively during 2016 and
2017. The final impact on profitability will be determined by a range of
factors including customer behaviour, the response of competitors and
wider market dynamics, none of which may be determined with any
certainty at this stage.
B.13 Description of
Recent Events
Material to the
Issuer's
Solvency:
Not applicable. There have been no recent events material to the Issuer's
solvency.
B.14 If the Issuer is
Dependent
upon other
Entities Within
the Group, this
must be
Clearly Stated:
As the Issuer is the ultimate holding company of the Group, and the
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. The Group's business involves th e
provision of small sum unsecured cash loans ranging from approximately
£100 to approximately £2,000. The loans are in local currency and,
typically, are delivered to the customer's home and the repayments a re
collected from the customer's home weekly by the Group's agents. The
Group also offers a digital loan product in certain jurisdictions. Loans a re
short-term and generally range from six months to two years, with the
average loan term during 2014 being 61 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 applie s
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 admitte d
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:
Programme summary:
The Programme has been rated BB+ by Fitch Ratings Ltd. The Issuer has
been given a long-term issuer default rating of BB+ and a short-term issuer
default rating of B by Fitch Ratings Ltd.
Tranches of Notes to be issued under the Programme will be rated or
unrated. Where a Tranche of Notes is to be rated, such rating will not
necessarily be the same as the rating assigned to the Programme and the
applicable rating will be specified in the relevant Final Terms. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
Issue specific summary:
The Notes to be issued will not be separately rated.
B.18 Guarantee: The Guarantors have, on a joint and several basis, unconditionally an d
irrevocably guaranteed the due payment of all sums expressed to be
payable by the Issuer under a Trust Deed dated 21 March 2014 (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 bearing
Notes (the "Coupons"). "unconditionally" means that, if the Issuer hasn't
paid the relevant amount due, there is no further condition to be fulfille d
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 an d
several basis" means that any person owed money under the Guarantee
may pursue the obligation against all the Guarantors together, or any on e
Guarantor as if that Guarantor were liable for the whole guarantee d
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
registered in England and Wales on 29 October 1980 under the
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 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 IPF
Holdings Limited or the industry in which it operates.
B.19/B.5 Group Position: IPF Holdings Limited is a wholly owned subsidiary of the Issuer an d
parent company to IPF Financial Services Limited and Internationa I
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
See paragraph B.12 above.
Information: Financial data has been extracted without material adjustment from the
Issuer's consolidated audited historical financial information for the
financial years ended 31 December 2014 and 31 December 2013.
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:
IPF Holdings Limited's principal business activity is to act as the
intermediate holding company of International Personal Finance
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 an d
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 limite d
company incorporated and registered in England and Wales on 28 August
1969 under the Companies Act 1948 as a company listed by shares wi th
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: International Personal Finance Investments Limited is a wholly owned
subsidiary of IPF Holdings Limited and parent company to various operatin g
subsidiaries including IPF International Limited, IPF Financing Limited an d
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
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).
Financial
Information:
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 2014 and 31 December 2013.
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 busine ss
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:
International Personal Finance Investments Limited is owned and
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 an d
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 Description of
the Type and
Class of
Securities:
Programme summary:
Up to EUR 1,000,000,000 (or the equivalent in other currencies at the date
of issue) aggregate nominal amount of unsecured and unsubordinated debt
securities, outstanding at any one time pursuant to the Programme.
The Notes will be issued in series (each a "Series") having one or more
issue dates and on terms otherwise identical (or identical other than in
respect of the first payment of interest), the Notes of each Series being
intended to be interchangeable with all other Notes of that Series. Each
Series may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche (which will be
completed, where necessary, with the relevant terms and conditions and,
save in respect of the issue date, issue price, first payment of interest and
nominal amount of the Tranche, will be identical to the terms of other
Tranches of the same Series) will be completed in the final terms (the "Final
Terms").
The Notes may be issued in bearer form ("Bearer Notes") or in registered
form ("Registered Notes") only. Each Tranche of Bearer Notes will be
represented on issue by a Temporary Global Note if (i) definitive Notes are
to be made available to Noteholders following the expiry of 40 days after
their issue date or (ii) such Notes have an initial maturity of more than one
year and are being issued in compliance with the D Rules (as defined in
Element C.5 below), otherwise such Tranche will be represented by a
Permanent Global Note. Registered Notes will be represented by
Certificates, one Certificate being issued in respect of each Noteholder's
entire holding of Registered Notes of one Series.
Certificates representing Registered Notes that are registered in the name
of a nominee for one or more clearing systems are referred to as "Global
Certificates".
Issue specific summary:
Type of Note: Fixed Rate Note
Series Number: 13
Tranche Number: 1
Aggregate Nominal Amount: CZK 200,000,000
ISIN: XS1331157732
Common Code: 133115773
C.2 Currency: Programme summary:
Subject to compliance with all relevant laws, regulations and directives,
Notes may be issued in any currency agreed between the Issuer and the
relevant Dealers.
The Specified Currency or Currencies of the Notes is Czech Koruna
("CZK").
C.5
A Description
of any
Restriction on
the Free
Transferability
of Securities:
Programme summary:
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.
The Issuer is Category 2 for the purposes of Regulation S under the
Securities Act, as amended.
The Notes will be issued in compliance with U.S. Treas. Reg. §1.163-
$5(c)(2)(i)(D)$ (the "D Rules") unless (i) the relevant Final Terms states that
Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C)
(the "C Rules") or (ii) the Notes are issued other than incompliance with the
D Rules or the C Rules but in circumstances in which the Notes will not
constitute "registration required obligations" under the United States Tax
Equity and Fiscal Responsibility Act of 1982 ("TEFRA"), which
circumstances will be referred to in the relevant Final Terms as a transaction
to which TEFRA is not applicable.
Issue specific summary:
Regulation S Compliance Category 2; TEFRA D
--------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
C.8 A Description Issue Price
of the Rights Notes may be issued at their nominal amount or at a discount or premium to
Attaching to their nominal amount.
the Securities,
Including
Ranking and
Issue specific summary:
any Limitation Issue Price
on those
Rights:
98.53 per cent. of the Aggregate Nominal Amount
Withholding Tax
All payments of principal and interest in respect of the Notes will be mad e
free and clear of withholding taxes of the United Kingdom, unless su ch
withholding is required by law (in which case the Noteholders will recei ve
such amounts as they would have received under the Notes had no
such withholding been required, subject to certain exceptions).
Ranking
The Notes and the Guarantee will constitute unsubordinated and
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 unsecure d
obligations of the Issuer and/or the Guarantors (as applicable) (includin g
the unsecured obligations in relation to the Group banking facilities an d
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 upo n
the whole or (to the extent that the Issuer and the Guarantors can procur e
compliance through proper exercise of voting and other rights or powe rs
of control) any part of its or their respective undertakings or asset s
(present or future) to secure any debt instruments or any guarantee or
indemnity obligation in respect of debt instruments without granting su ch
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 i ts
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 Payabl e
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 indebtedne ss
for borrowed money of the Issuer, the Guarantor or any material
subsidiary subject to an aggregate threshold of £5,000,000, appointment
of an insolvency officer, enforcement of security, insolvency-type even ts
and cessation of business. The 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 mad e
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
Such maturities as may be agreed between the Issuer and the relevant
Dealer, subject to such minimum or maximum maturities as may be allowed
or required from time to time by the relevant central bank (or equivalent
body) or any laws or regulations applicable to the Issuer or the relevant
Specified Currency.
Issue specific summary:
Maturity
Maturity date: 10 December 2018
Final redemption
The Final Redemption Amount of the Note is CZK 200,000,000 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.
Interest Periods and Interest Rates
Fixed interest will be payable in arrear on the date or dates in each year
specified in the relevant Final Terms.
Issue specific summary:
Fixed Rate Notes
Rate of Interest: 5.50 per cent. per annum payable annually in arrear
on each Interest Payment Date
Interest Payment Date(s): 10 December in each year
Fixed Coupon Amount(s): CZK 5,500 per Calculation Amount
Indication of yield: 6.05 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:
Programme summary:
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.
Issue specific summary:
Application has been made by the Issuer (or on its behalf) for the Note s
to be admitted to trading on the London Stock Exchange plc's
Regulated Market with effect from 10 December 2015.
C.21 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 will be made to admit the Notes to trading on the London
Stock Exchange plc's Regulated Market.
Section D - Risks:
D.2 Key Summary of key risks that may affect the Issuer and the Group
Information on
the Key Risks
Specific to the
Issuer:
٠
The Group is at risk from changes in political, economic, and financia I
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 coul d
undermine general demand for loans, lead to labour unrest, or, if
capital controls are imposed, restrict the ability of a Group subsidia ry
to remit funds to the UK holding company. Recession could redu ce
demand for the Group's products and services. Rising inflation coul d
erode Group profitability, as the rate of interest on loans made by
the Group is generally fixed at the outset, whilst the Group's co sts
rise in line with inflation. Rising interest rates can lead to higher cost s
of Group borrowing, reducing profitability. The Group reports resul ts
in sterling, but the majority of its assets are denominated in foreig n
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 Group is at risk from regulation and litigation (including the effect s
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 transaction s
۰
and arrangements between the companies in the Group. Althoug h
the Group is headed by a UK holding company, the Group does not
have substantial operations in the UK. This exposes the Group to
the UK's international tax regime. The treatment of such internationa I
groups under UK 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 marke ts
than in the UK, 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 fou r
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.
Risks arise from the implementation of the business strategy of the
Group, both in respect of existing markets and new markets. In
particular, the Group's focus on the provision of home credit increase s
the Group's exposure to competitive and regulatory threats. The
Group may misjudge its entry into a new geographic market,
potentially leading to a loss during its time in, and on withdrawal from,
the market.
Loss may arise from the failure to ensure employee and agent safety.
which could lead to agents or managers being harder to retain or
being unwilling to make home visits, as well as personal injury claim s
and reputational damage, and the loss of key people, which could
disrupt the Group's business.
The Group is at risk of losses or liabilities incurred as a result of the
business failure of a counterparty (for example, major IT suppliers,
funding banks and retail banking facilities). Failure of an IT service s
outsourcer could significantly disrupt the business operation, and failur e
of a bank with which the Group has a cash balance on account coul d
lead to loss of the deposit or lack of sufficient cash to fund short-ter m
business operations in the market where such bank is based.
There is a risk of damage to the Group's brands or reputation or a declin e
in customer confidence in the Group or its products. Adverse publicity
could affect customer willingness to take Group products or make
repayments, or make it more difficult for the Group to recruit. Unfavourabl e
publicity could in turn lead to increased pressure for changes to regulatio n
of the consumer credit industry in the relevant market.
D.3 Key Summary of general risks affecting the Notes:
Information on
the Key Risks
which are
specific to the
Securities:
The Notes are not protected by the Financial Services Compensatio n
٠
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 CD Is
٠
("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. Investo rs
may not be able to sell their Notes easily or at prices that will provid e
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 Note s
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
٠
premium to their nominal amount tend to fluctuate more in relatio n
to general changes in interest rates than do prices for conventiona I
interest-bearing securities. Generally, the longer the remaining te rm
of the securities, the greater the price volatility as compared to
conventional interest-bearing 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 pri ce
other than the issue price of the Notes, the yield on that particula r
Investor's investment in the Notes will be different from the indicatio n
of yield on the Notes as set out in the Final Terms of the Notes.
Section $E -$ Offer:
E.2b Reasons for
Offer and Use
Reasons for the offer: general corporate purposes.
of Proceeds: The net proceeds of the issue of the Notes will be used by the Issue r
for general corporate purposes.
E.3 A Description
of the Terms
and Conditions
Offer Price: Issue Price
of the Offer: 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
Details of the minimum and/or maximum amount of application: Not
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
Whether tranche(s) have been reserved for certain countries: Not
Applicable
Process for notification to applicants of the amount allotted and the
indication whether dealing may begin before notification is made: Not
Applicable
Amount of any expenses and taxes specifically charged to the subscribe r
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:
Programme summary:
The relevant Dealer(s) may be paid fees in relation to any issue of Notes.
Certain of the Dealers and their affiliates have engaged, and may in the
future engage, in investment banking and/or commercial banking
transactions with, and may perform services for, the Issuer and its affiliates
in the ordinary course of business.
Issue specific summary:
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.

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