Prospectus • Sep 8, 2016
Prospectus
Open in ViewerOpens in native device viewer
(incorporated with limited liability in England and Wales with registered number 06018973)
(incorporated with limited liability in England and Wales with registered number 01525242)
(incorporated with limited liability in England and Wales with registered number 00961088)
(incorporated with limited liability in England and Wales with registered number 00753518)
Euro Medium Term Note Programme
This supplement (the "Supplement", which definition shall also include all information incorporated by reference herein) to the base prospectus dated 22 March 2016 (the "Prospectus", which definition includes the base prospectus as supplemented, amended or updated from time to time and includes all information incorporated by reference therein) constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 ("FSMA") and is prepared in connection with the EUR 1,000,000,000 Euro Medium Term Note Programme established by International Personal Finance plc (the "Issuer", or "IPF") and guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited and IPF International Limited (each a "Guarantor"). Terms defined in the Prospectus have the same meaning when used in this Supplement.
This Supplement is supplemental to, updates, must be read in conjunction with and forms part of the Prospectus and any other supplements to the Prospectus issued by the Issuer.
This Supplement has been approved by the United Kingdom Financial Conduct Authority ("FCA"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a supplement to the Prospectus. The Prospectus constitutes a base prospectus prepared in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme.
Investors should be aware of their rights under sections 87Q(4)-(6) of FSMA. In accordance with Section 87Q(4) of FSMA, investors who have agreed to purchase or subscribe for transferrable securities before this Supplement is published have the right, exercisable before the end of the period of two working days beginning with the working day after the date on which this Supplement was published, to withdraw their acceptances. Investors who wish to withdraw their acceptances should contact their broker.
The Issuer and each Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer and each Guarantor (which have taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
The purpose of this Supplement is to incorporate by reference into the Prospectus certain sections of, and the unaudited consolidated financial statements (as at and for the six month financial period ended 30 June 2016) from, IPF's unaudited half yearly report and financial statements 2016 as released on 28 July 2016 (the "2016 Interim Report") (which 2016 Interim Report has been previously published and which has been filed with the FCA).
The parts of the 2016 Interim Report that are incorporated by reference into the Prospectus by this Supplement are the third, fourth and fifth paragraphs of the "Regulatory update" (on page 6 of the 2016 Interim Report), the section entitled "Key highlights" (on page 3), the sections entitled "Group performance overview" and "Market overview" (on page 4), the section entitled "Strategy update" (commencing on page 5), the section entitled "Performance review" (commencing on page 7) and the section entitled "Dividend" (on page 14).
The unaudited consolidated financial statements (and related report and notes) that are incorporated by reference into the Prospectus appear on pages 15 to 37 (inclusive) of the 2016 Interim Report.
The purposes of this Supplement may be further summarised as follows:
referendum vote to leave the European Union (see the section entitled '4. Supplementing the Risk Factors section of the Prospectus' below);
On 28 July 2016, IPF released its unaudited consolidated financial statements for the six month financial period ended 30 June 2016 (together with the review report thereon prepared by the auditors and notes thereto) as set out on pages 15 to 37 (inclusive) of the 2016 Interim Report. By virtue of this Supplement, pages 15 to 37 (inclusive) of the 2016 Interim Report are incorporated in and form part of the Prospectus.
Section B.12 of the Summary, which commences on page 8 of the Prospectus, shall be supplemented to reflect the publication of the 2016 Interim Report. Section B.12 as so supplemented is set out below:
| B.12 | Key Historical Financial Information: Issuer |
Issuer Consolidated Income Statement |
|||||
|---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Audited Year | Audited Year | ||||
| Six months | Six months | ended 31 | ended 31 | ||||
| ended 30 | ended 30 | December | December | ||||
| June 2016 | June 2015 | 2015 | 2014 | ||||
| £M | £M | £M | £M | ||||
| Revenue | 364.4 | 372.9 | 735.4 | 783.2 | |||
| Impairment | (102.8) | (112.6) | (188.9) | (220.0) | |||
| Exceptional impairment | - | - | (10.3) |
| Revenue less impairment | 261.6 | 260.3 | 536.2 | 563.2 |
|---|---|---|---|---|
| Finance costs | (21.8) | (21.5) | (41.6) | (45.3) |
| Other operating costs | (59.2) | (57.3) | (116.8) | (120.0) |
| Administrative expenses | (149.9) | (138.2) | (272.0) | (274.4) |
| Exceptional administrative expenses |
- | (4.7) | (5.6) | |
| Total costs | (230.9) | (221.7) | (436.0) | (439.7) |
| Profit before taxation & | 30.7 | 43.3 | 116.1 | 123.5 |
| exceptional items | ||||
| Exceptional items | - | (4.7) | (15.9) | (23.3) |
| Profit before taxation | 30.7 | 38.6 | 100.2 | 100.2 |
| Tax (expense)/income | ||||
| - UK |
- | - | (1.5) | 2.5 |
| - Overseas |
(9.1) | (11.7) | (36.2) | (30.9) |
| Total tax expense | (9.1) | (11.7) | (37.7) | (28.4) |
| Profit after taxation | ||||
| attributable to owners of the | ||||
| parent | 21.6 | 26.9 | 62.5 | 71.8 |
| Consolidated Balance Sheet | ||||
| Unaudited | Unaudited | Audited 31 | Audited 31 | |
| 30 June | 30 June | December | December | |
| 2016 | 2015 | 2015 | 2014 | |
| Assets | £M | £M | £M | £M |
| Non-current assets | ||||
| Goodwill | 22.9 | 19.5 | 20.1 | - |
| Intangible assets | 31.2 | 19.2 | 25.6 | 10.1 |
| Property, plant and equipment | 22.9 | 25.0 | 24.3 | 28.2 |
| Deferred tax assets | 87.3 | 66.5 | 82.2 | 73.7 |
| Retirement benefit asset | - | 0.1 | - | - |
| 164.3 | 130.3 | 152.2 | 112.0 | |
| Current assets | ||||
| Amounts receivable from customers |
||||
| - due within one year |
752.3 | 686.0 | 718.9 | 723.9 |
| - due in more than one year |
122.4 | 65.7 | 83.5 | 36.6 |
| 874.7 | 751.7 | 802.4 | 760.5 | |
| Derivative financial instruments | 19.9 | 8.4 | 11.5 | 5.8 |
| Cash and cash equivalents | 42.1 | 51.7 | 39.9 | 68.8 |
| Other receivables | 32.4 | 27.5 | 14.8 | 14.1 |
| Current tax assets | 3.9 973.0 |
- 839.3 |
1.3 869.9 |
- 850.8 |
| Unaudited | Unaudited | Audited 31 | Audited 31 | |
|---|---|---|---|---|
| 30 June | 30 June | December | December | |
| 2016 | 2015 | 2015 | 2014 | |
| Liabilities | £M | £M | £M | £M |
| Current liabilities | ||||
| Borrowings | (17.8) | (35.2) | (22.3) | (73.7) |
| Derivative financial instruments | (6.1) | (3.0) | (2.8) | (2.7) |
| Trade and other payables | (120.1) | (93.3) | (95.5) | (95.3) |
| Current tax liabilities | (16.7) | (14.8) | (30.9) | (22.9) |
| (160.7) | (146.3) | (151.5) | (194.6) | |
| Non-current liabilities | ||||
| Retirement benefit obligation | (4.7) | - | (0.2) | (2.0) |
| Deferred tax liabilities | (6.1) | - | (8.6) | |
| Borrowings | (584.6) | - | (534.6) | (404.6) |
| (595.4) | (477.5) | (534.4) | (406.6) | |
| Total liabilities | (756.1) | (623.8) | (694.9) | (601.2) |
| Net assets | 381.2 | 345.8 | 327.2 | 361.6 |
| Equity attributable to owners | ||||
| of the parent | ||||
| Called-up share capital | 23.4 | 24.0 | 23.4 | 24.0 |
| Other reserves | (22.5) | (22.5) | (22.5) | (22.5) |
| Foreign exchange reserve | (4.3) | (61.6) | (56.4) | (32.5) |
| Hedging reserve | (1.2) | 0.5 | (0.3) | 0.4 |
| Own shares | (55.2) | (37.1) | (58.9) | (43.1) |
| Capital redemption reserve | 2.3 | 1.7 | 2.3 | 1.7 |
| Retained earnings | 438.7 | 440.8 | 439.6 | 433.6 |
| Total equity | 381.2 | 345.8 | 327.2 | 361.6 |
| Consolidated Statement of Cash flows | ||||
| Unaudited | Unaudited | Audited Year | Audited Year | |
| Six months | Six months | ended 31 | ended 31 | |
| ended 30 | ended 30 | December | December | |
| June 2016 | June 2015 | 2015 | 2014 | |
| £M | £M | £M | £M | |
| Net cash generated from/(used | 0.8 | 4.5 | 22.4 | 33.9 |
| in) operating activities | ||||
| Net cash used in investing | (10.2) | (32.4) | (47.7) | (20.6) |
| activities | ||||
| Net cash generated from |
8.1 | 13.1 | (1.4) | 31.8 |
| financing activities | ||||
| Net increase/(decrease) in cash | (1.3) | (14.8) | (26.7) | 45.1 |
| and cash equivalents | ||||
| Cash and cash equivalents at the | 39.9 | 68.8 | 68.8 | 24.6 |
| start of the period |
| Exchange (losses)/gains on cash and cash equivalents |
3.5 | (2.3) | (2.2) | (0.9) | |
|---|---|---|---|---|---|
| Cash and cash equivalents at the end of the period |
42.1 | 51.7 | 39.9 | 68.8 |
By virtue of this Supplement, the following sections of the 2016 Interim Report are hereby incorporated in and form part of this Supplement, and are thereby incorporated in and form part of the following sections, as follows:
By virtue of this Supplement, the following sections of the 2016 Interim Report are hereby incorporated in and form part of this Supplement, and are thereby incorporated in and form part of the 'Business Description of International Personal Finance plc and the Group' section of the Prospectus, which commences on page 50 of the Prospectus:
The "annualised impairment % revenue" and "annualised cost-income ratio" measures from the section entitled "Key highlights" on page 3 of the 2016 Interim Report have been calculated
excluding the relevant figures from Slovakia (as that business is being wound down) and on an annualised basis (by combining the H1 2016 and the H2 2015 (i.e. Y 2015 less H1 2015) figures.
"Impairment", which is expressed in the "annualised impairment % revenue" measure as a percentage of revenue, is the reduction in assets recorded in the consolidated income statement as a result of customers defaulting on their contracted loan payments. This measure can be used to compare performance between different finance businesses or to compare different markets, with profitability maximised by balancing growth and credit quality. The figures used to calculate this are:
| (£M, year to H1 | (£M, year to H1 | |
|---|---|---|
| 2016) | 2015) | |
| Impairment | (179.10) | (202.40) |
| Slovakia impairment | (3.00) | 13.50 |
| Impairment excluding Slovakia | (182.10) | (188.90) |
| Revenue | 726.90 | 762.00 |
| Slovakia revenue | 22.80 | 43.20 |
| Revenue excluding Slovakia | 704.10 | 718.80 |
| Impairment % Revenue excluding Slovakia | 25.9% | 26.3% |
The costs included in "annualised cost-income ratio" are direct expenses (including administrative, marketing and FX costs but excluding agents' commission). These are compared with revenue when calculating the ratio. This measure can be used to compare performance and cost efficiency between different finance businesses or to compare different markets. The figures used to calculate this are:
| (£M, year to H1 | (£M, year to H1 | |
|---|---|---|
| 2016) | 2015) | |
| Costs | (318.60) | (307.70) |
| Slovakia costs | (20.20) | (17.30) |
| Costs excluding Slovakia | (298.40) | (290.40) |
| Revenue | 726.90 | 762.00 |
| Slovakia revenue | 22.80 | 43.20 |
| Revenue excluding Slovakia | 704.10 | 718.80 |
| Cost-Income Ratio excluding Slovakia | 42.4% | 40.4% |
In addition, by virtue of this Supplement, the third, fourth and fifth paragraphs on page 6 of the 2016 Interim Report (which form part of the section of the 2016 Interim Report entitled "Regulatory update") are hereby incorporated in and form part of this Supplement, and are thereby incorporated in and form part of the 'Regulatory Information' section of the Prospectus, which commences on page 87 of the Prospectus.
There has been no significant change in the financial or trading position of the Issuer, any of the Guarantors or of the Group since 30 June 2016.
There has been no material adverse change in the prospects of the Issuer, any of the Guarantors or of the Group since 31 December 2015.
Copies of all documents incorporated by reference in the Prospectus and this Supplement may be obtained (without charge) from the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
Any information contained in any of the documents incorporated by reference which is not incorporated in and does not form part of this Supplement is either not relevant for investors or is covered elsewhere in the Prospectus.
If documents which are incorporated by reference in this Supplement themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference or attached to this Supplement.
To the extent that there is any inconsistency between: (a) any statement in this Supplement or any statement incorporated by reference in the Prospectus by this Supplement; and (b) any other statement in or incorporated by reference into, the Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus.
538493557
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.