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INTERNATIONAL PERSONAL FINANCE PLC

Capital/Financing Update Jun 15, 2018

4870_rns_2018-06-15_75b52d8b-1724-4c49-85e3-3a6ff223c5ed.pdf

Capital/Financing Update

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Final Terms dated 11 June 2018

International Personal Finance plc

Issue of SEK 450,000,000 Unsecured Floating Rate Notes due 2022

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

Prohibition of Sales to EEA Retail Investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article $4(1)$ of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

MiFID II product governance / target market

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Base Conditions set forth in the base prospectus dated 8 May 2018 which constitutes 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 Base Prospectus and the Drawdown Prospectus dated 11 June 2018 (the "Drawdown Prospectus"), including the documents which are incorporated into the Drawdown Prospectus by reference. 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 Base Prospectus. The Base Prospectus and the Drawdown Prospectus have 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/market-news- home.html.

Application will be made for the Notes to be listed on the Nasdaq Stockholm AB, the regulated market of Nasdag Stockholm. References in this Drawdown Prospectus to the Notes being listed (and all related references) shall mean that the Notes are intended to be listed on the Nasdaq Stockholm AB.

1. (i) Issuer: International Personal Finance plc
(ii) Guarantor: IPF Holdings Limited, International Personal
Finance Investments Limited, IPF International
Limited and MCB Finance Group Limited
2. Series Number:
(i)
15
(ii) Tranche Number: 1
(iii) Date on which the Notes
become fungible:
Not Applicable
3. Specified Currency or Currencies: Swedish Krona ("SEK")
4. Aggregate Nominal Amount of Notes: SEK 450,000,000
(i) Series: SEK 450,000,000
(ii) Tranche: SEK 450,000,000
5. Issue Price:
6. (i) Specified Denominations: SEK 2,000,000
(ii) Calculation Amount: SEK 2,000,000
7. (i) Issue Date: 15 June 2018
(ii) Interest Commencement Date Issue Date
8. Maturity Date: 15 June 2022
9. Interest Basis: 3 month STIBOR (subject to zero floor) + 8.75 per
cent. Floating Rate or any successor rate
determined by the Calculation Agent.
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: Applicable (further particulars specified below)
13. Date of Executive Committee approval
for issuance of Notes and Board
approval of Guarantee respectively
obtained:
11 June 2018
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions Not Applicable
15. Floating Rate Note Provisions Applicable
(i) Interest Periods: The initial Interest Period will be the period from
and including the Issue Date to but excluding the

first Interest Payment Date. Each subsequent Interest Period will be the period between two (2) successive Interest Payment Dates, from and including one Interest Payment Date to but excluding the immediately following Interest Payment Date

(ii) Specified Interest Payment Dates: 15 September, 15 December, 15 March and
15 June in each year up to and including the
Maturity Date, subject to adjustment in
accordance with the Business Day Convention set
out in (v) below
(iii)
First Interest Payment Date:
15 September 2018, subject to adjustment in
accordance with the Business Day Convention set
out in (v) below
(iv) Interest Period Date: Not Applicable
(v) Business Day Convention: Modified Following Business Day Convention
(vi) Business Centre(s): London and Stockholm
(vii) Manner in which the Rate(s) of
Interest is/are to be determined:
Screen Rate Determination
(viii) Party responsible for calculating
the Rate of Interest and/or Interest
Amount(s) (if not the Agent):
Not Applicable
Screen Rate Determination:
(ix)
- Reference Rate: 3 month STIBOR (subject to a zero floor) or any
successor rate determined by the Calculation
Agent
- Relevant Financial Centre: Stockholm
- Relevant time: Stockholm time, 11:00AM
- Interest Determination Date(s): Two Stockholm business days prior to the first day
of each Interest Period
- Relevant Screen Page: Reuters screen SIDE page
(x) Margin: +8.75 per cent. per annum
(xi) Minimum Rate of Interest: Margin
(xii) Maximum Rate of Interest: Not applicable
(xiii) Day Count Fraction: Actual/360
16. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Call Option Applicable

Optional Redemption Date: $(i)$

Any date falling 24 months after the Issue Date but prior to (and excluding) the Maturity Date

  • Optional Redemption Amounts: $(ii)$
  • $(a)$ 104.37 per cent. per Calculation Amount, if the Call Option is exercised on or after the date falling 24 months after the Issue Date up to (but excluding) the date falling 30 months after the Issue Date;
  • 102.62 per cent. per Calculation Amount, if $(b)$ the Call Option is exercised on or after the date falling 30 months after the Issue Date up to (but excluding) the date falling 36 months after the Issue Date;

  • 101.75 per cent. per Calculation Amount, if $(c)$ the Call Option is exercised on or after the date falling 36 months after the Issue Date up to (but excluding) the date falling 42 months after the Issue Date;

  • subject to paragraph (e) below, 100.87 per $(d)$ cent. per Calculation Amount, if the Call Option is exercised on or after the date falling 42 months after the Issue Date up to (but excluding) the Maturity Date; and
  • 100.00 per cent. per Calculation Amount, if $(e)$ the Call Option is exercised on or after the date falling 42 months after the Issue Date up to (but excluding) the Maturity Date, provided that the full amount of the total outstanding nominal amount of the Notes are refinanced in full by way of the Issuer issuing new notes in which the Noteholders shall have the possibility to participate by way of roll-over (subject to the Issuer's decision on allocation). In order to exercise the redemption option in this paragraph (e), the Issuer shall provide a certificate signed by two directors to the Trustee confirming that the condition described above has been satisfied.
  • If redeemable in part: $(iii)$
  • Minimum Redemption $(a)$ Amount:
  • $(b)$ Maximum Redemption Amount:
  • Notice period: $(iv)$

Put Option 18.

  • $(i)$ Investor Put:
  • $(ii)$ Change of Control Put:
  • Optional Redemption $(a)$ Amount(s):
  • $(b)$ Negative Rating Event Specified Rating (Condition 6(f)):
  • Put Period: $(c)$

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:

Not Applicable

Not Applicable

Not less than 15 days and not greater than 30 Days prior to such redemption

Not Applicable

Applicable

101 per cent. of the Calculation Amount

BB

During a period of 30 days from a notice of such Change of Control Put Event

SEK 2,000,000 per Calculation Amount

SEK 2,000,000 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): London and Stockholm
25. Talons for future Coupons or attached
to Definitive Notes (and dates on
which such Talons mature):
No
26. Prohibition of Sales to EEA Retail
Investors
Applicable
27. Floating Rate Notes only - Benchmark Amounts payable under the Notes will be
calculated by reference to STIBOR which is
provided by Swedish Bankers' Association (the
"SBA"). As at the date of the Final Terms, the SBA
does not appear on the register of administrators
and benchmarks established and maintained by
the European Conviting and Markate Authority

The Issuer Signed op/behalf of International Personal Finance plc

By: ... . . . . . . . . . . . . . . . . . . . .

Duly authorised

The Guarantors Signed on behalf of IPF Holdings Limited

By: ... . . . . . . . . . . . . . . . . . . . .

Duly authorised

Signed on behalf of International Personal Finance Investments Limited

By: $\therefore$ . . . . . . . . . . . . . . . . . . . .

Duly authorised

Signed on bighalf of IPF International Limited

By: $\sqrt{\mu}$

Duly authorised

Signed on behalf of MCB Finance Group Limited

By: ...............................

Duly authorised

the European Securities and Markets Authority pursuant to Article 36 of Regulation (EU) 2016/1011 dated 8 June 2016 (the "Benchmark Regulation")

PART B - OTHER INFORMATION

LISTING $(i)$ Admission to trading: Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to listing on the official list of the Nasdaq Stockholm AB, the regulated market of Nasdaq Stockholm Application will be made for the Drawdown Prospectus dated 11 June 2018 to be approved in respect of the listing of the Notes $(ii)$ Estimate of total expenses SEK 42,000 related to admission to trading:

$2.$ RATINGS

1.

Ratings:

The Notes will not be rated

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE 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.

6. OPERATIONAL INFORMATION
ISIN Code: XS1839710347
Common Code: 183971034
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
Intended to be held in a manner which
would allow Eurosystem eligibility
No. Whilst the designation is specified as "no" at
the date of these Final Terms, should the
Eurosystem eligibility criteria be amended in the
future such that the Notes are capable of meeting
them, the Notes may then be deposited with one
of the ICSDs as common safekeeper. Note that
this does not necessarily mean that the Notes will
then be recognised as eligible collateral for
Eurosystem monetary policy and intra day credit
operations by the Eurosystem at any time during
their life. Such recognition will depend upon the
ECB being satisfied that Eurosystem eligibility
criteria have been met.
7. DISTRIBUTION

US Selling Restrictions:

Reg. S Compliance Category 2; TEFRA D

ANNEX 1 - MODIFICATIONS TO BASE CONDITIONS

For the purposes of these final terms, the following modifications apply to the Base Conditions.

The definition of "Reference Rate" will be deleted and replaced with the following:

"Reference Rate" means the Stockholm Interbank Offered Rate (or STIBOR) for the relevant period as specified hereon."

ANNEX 2 - 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
Requirement:
Disclosure
A.1 Warning This summary should be read as an introduction to the Drawdown
Prospectus. Any decision to invest in the securities should be based on
consideration of the Base Prospectus and the Drawdown 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 Base Prospectus
or the Drawdown 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 Base Prospectus or the Drawdown Prospectus
before the legal proceedings are 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 other parts of the Base Prospectus or the
Drawdown Prospectus or it does not provide, when read together with the
other parts of the Base Prospectus or the Drawdown 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
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 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 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 the Issuer or 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 twelve 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:
ssuer
Issuer
Consolidated income statement
Audited
Year
ended
31 December 31 December
2017
Em
Audited
Year
ended
2016
Em
Revenue 825.8 756.8
Impairment (201.1) (184.9)
Revenue less impairment 624.7 571.9
Finance costs
Other operating costs
Administrative expenses
(55.2)
(135.2)
(328.7)
(46.8)
(129.1)
(300.0)
Total costs (519.1) (475.9)
Profit before taxation - continuing operations 105.6 96.0
Tax (expense)/income
- United Kingdom
- Overseas
(0.7)
(29.9)
(3.1)
(21.7)
Total pre-exceptional tax expense (30.6) (24.8)
Exceptional tax expense (30.0)
Loss after taxation - discontinued operations (4.3)
(8.4)
Consolidated Balance Sheet
Audited Audited
31 December 31 December
2017 2016
£m £m
Assets
Non-current assets
Goodwill 24.4 23.3
Intangible assets 33.1 32.6
Property, plant and equipment 23.2
103.1
23.4
Deferred tax assets
Non-current tax asset
37.0 112.0
Retirement benefit asset 2.1
222.9 191.3
Current assets
Amounts receivable from customers
- due within one year 866.9 808.3
- due in more than one year 190.0 131.6
1,056.9 939.9
Derivative financial instruments 10.4 15.4
Cash and cash equivalents
Other receivables
27.4
19.3
43.4
20.8
Current tax assets 5.7 3.1
1,119.7 1,022.6
Total assets 1,342.6 1,213.9
Liabilities
Current liabilities
Borrowings (79.6) (22.4)
Derivative financial instruments (4.8) (4.7)
Trade and other payables
Current tax liabilities
(145.7)
(7.4)
(123.2)
(16.5)
(237.5) (166.8)
Non-current liabilities
Retirement benefit obligation
Deferred tax liabilities
(10.1) (9.1)
(8.1)
Borrowings (598.1) (600.4)
(608.2) (617.6)
Total liabilities (845.7) (784.4)
Net assets 496.9 429.5
Equity attributable to owners
of the parent
Called-up share capital
23.4 23.4
Other reserve (22.5) (22.5)
Foreign exchange reserve 60.0 8.7
Hedging reserve (1.2) 1.1
Shares held by employee trust (47.6) (50.8)
Capital redemption reserve
Retained earnings
2.3
482.5
2.3
467.3
Total equity 496.9 429.5
Consolidated Statement of cash flows
Audited Audited
31 December 31 December
2017
£m
2016
£m
Net cash (used in)/generated from operating activities (7.8) 21.8
Since 31 December 2017, 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 material
adverse change in the prospects of the Issuer and its controlled entities
taken as a whole. Since 31 December 2017, the last day of the financial
period in respect of which the most recent published audited consolidated
its controlled entities taken as a whole. financial statements of the Issuer have been prepared, there have been
no significant changes in the financial or trading position of the Issuer and
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 and the provision of digital online
loans through the IPF Digital business. The Group's business involves the
provision of small sum unsecured cash loans with a typical loan value of
approximately £500 for the home credit business. 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. Loans are short-term and generally range from twelve weeks to
three years. The Group also offers a digital loan product in certain
jurisdictions with an average outstanding balance per customer of £800.
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 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.
The Notes will not be rated
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
bearing Notes (the "Coupons"). "unconditionally" means 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
registered in England and Wales on 29 October 1980 under the
Companies Act 1948 as a company limited by shares with registered
number 01525242.

$\tilde{\mathcal{A}}$

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 and digital loan markets, 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 and
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 2017 and 31 December 2016.
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 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.

$\sim$

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 and digital loan markets, 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 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 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
Issuer's consolidated audited historical financial information for the
financial years ended 31 December 2017 and 31 December 2016.
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:
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 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 and digital loan markets, 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 International Limited or industry in which it operates.
B.19/B.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 See paragraph B.10 above.
of any
Qualifications in
the Audit Report
on the Historical
Financial
Information:
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 2017 and 31 December 2016.
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:
IPF International Limited's principal business activities are to provide
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.
B.19/B.1 Legal and
commercial
name:
MCB Finance Group Limited.
B.19/B.2 Domicile, Legal
Form, Country
of Incorporation
and Legislation
under which
the Guarantor
Operates:
MCB Finance Group 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 06032184.
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 and digital loan markets, 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 MCB Finance Group Limited or industry in which it operates.
B.19/B.5 Group Position: MCB Finance Group Limited is a wholly owned subsidiary of the Issuer
and parent company to IPF Digital AS.
B.19/B.9 Profit Forecasts: No profit forecast or estimate is made in relation to MCB Finance Group
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 2017 and 31 December 2016.
B.19/B.13 Description of
Recent Events
Material to the
Guarantor's
Solvency:
Not applicable. There have been no recent events material to MCB
Finance Group 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, MCB Finance Group 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:
MCB Finance Group Limited's principal business activity is to act as the
intermediate holding company of IPF Digital AS.
B.19/B.16 Control of the
Guarantor:
MCB Finance Group Limited is owned and controlled by the Issuer.
B.19/B.17 Credit Ratings: MCB Finance Group 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 Description of
the Type and
Class of
Securities:
Type of Note: Floating Rate Note
Series Number: 15
Tranche Number: 1
Aggregate Nominal Amount: SEK 450,000,000
ISIN Code: XS1839710347
Common Code: 183971034
C.2 Currency: The Specified Currency of the Notes is Swedish Krona.
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 Dealer 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 Issue Price
of the Rights
Attaching to the
100 per cent. of the Aggregate Nominal Amount
Securities,
Including
Ranking and
any Limitation
on those
Rights:
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
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 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 material subsidiary subject to
an aggregate threshold of £5,000,000, appointment of an insolvency
officer, enforcement of security, insolvency-type events 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 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: 15 June 2022
Final redemption
The Final Redemption Amount of the Note is SEK2,000,000 per
Calculation Amount.
Early redemption
104.37 per cent. per Calculation Amount, if the Call Option is
(a)
exercised on or after the date falling 24 months after the Issue
Date up to (but excluding) the date falling 30 months after the
Issue Date:
102.62 per cent. per Calculation Amount, if the Call Option is
(b)
exercised on or after the date falling 30 months after the Issue
Date up to (but excluding) the date falling 36 months after the
Issue Date;
101.75 per cent. per Calculation Amount, if the Call Option is
(c)
exercised on or after the date falling 36 months after the Issue
Date up to (but excluding) the date falling 42 months after the
Issue Date:
subject to paragraph (e) below, 100.87 per cent. per Calculation
(d)
Amount, if the Call Option is exercised on or after the date falling
42 months after the Issue Date up to (but excluding) the Maturity
Date; and
100.00 per cent. per Calculation Amount, if the Call Option is
(e)
exercised on or after the date falling 42 months after the Issue
Date up to (but excluding) the Maturity Date, provided that the full
amount of the total outstanding nominal amount of the Notes are
refinanced in full by way of the Issuer issuing new notes in which
the Noteholders shall have the possibility to participate by way of
roll-over (subject to the Issuer's decision on allocation). In order to
exercise the redemption option in this paragraph (e), the Issuer
shall provide a certificate signed by two directors to the Trustee
confirming that the condition described above has been satisfied.
Interest Periods and Interest Rates
The length of the interest periods for the Notes will be the interest Period
as set out below and the applicable interest rate is the rate of interest set
out below. The use of interest accrual periods permits the Notes to bear
interest at different rates in the same interest period.

t

Floating Rate Notes
Rate of interest:
3 month STIBOR (subject to zero floor) + 8.75 per cent.
Floating Rate or any successor rate determined by the
Calculation Agent
Interest Periods: The initial Interest Period will be the period from and
including the Issue Date to but excluding the first Interest Payment Date.
Each subsequent Interest Period will be the period between two (2)
successive Interest Payment Dates, from and including one Interest
Payment Date to but excluding the immediately following Interest
Payment Date.
Specified Interest Payment Dates: 15 September, 15 December,
15 March and 15 June in each year, subject to adjustment in accordance
with the Business Day Convention set out below.
First Interest Payment Date: 15 September 2018, subject to adjustment
in accordance with the Business Day Convention.
Interest Period Date: Not Applicable.
Business Day Convention: Modified Following Business Day Convention.
Fixed Rate Notes
Fixed Rate Notes are not being issued pursuant to these Final Terms.
Zero Coupon Notes
Zero Coupon Notes are not being issued pursuant to these issued Final
Terms.
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 is expected to be made by the Issuer (or on its behalf) for the
Notes to be admitted to listing on the official list of the Nasdaq Stockholm
C.21 Indication of the
Market where
the Securities
will be Traded
and for which
Drawdown
Prospectus has
been Published:
This Drawdown Prospectus is to be published in the United Kingdom.
Section D - Risks:
D.2
Summary of key risks that may affect the Issuer and the Group
Key
Information on
the Key Risks
Specific to the
Issuer:
cash flows.
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
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 of the intention
to withdraw from the European Union, thus triggering the two-year
period for withdrawal. Negotiations have begun to determine future
relations between the United Kingdom and the European Union,
particularly in terms of commercial, financial and legal agreements.
The nature, timetable as well as the economic and political impacts
of a potential Brexit are still highly uncertain and will depend on the
outcome of the negotiations between the United Kingdom and the
European Union. 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 has resulted in continued market volatility
on the European markets, and more broadly on the global economic
and financial markets, and may continue to do so, potentially harming
the credit rating, activity, results and financial position of the Group.
٠ 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.
٠ 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.
٠
٠
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 on an annual
basis. 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 increases
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,
۰
which could lead to agents or managers being harder to retain or
being unwilling to make home visits, as well as personal injury claims
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 services
outsourcer could significantly disrupt the business operation, and
failure of a bank with which the Group has a cash balance on account
could lead to loss of the deposit or lack of sufficient cash to fund short-
term 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
decline 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.
Unfavourable publicity could in turn lead to increased pressure for
changes to regulation of the consumer credit industry in the relevant
market.
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
٠
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
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
٠
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
٠
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
۰
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
conventional interest-bearing securities with comparable maturities.

$\widetilde{\alpha}$

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 and Use
of Proceeds:
Reasons for the offer: General corporate purposes
The net proceeds of the issue of the Notes will be used by the Issuer
for general funding purposes.
E.3 A Description
of the Terms
and Conditions
of the Offer:
Offer Price: Issue Price.
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 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.

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