Exchange Offer Memorandum and Prospectus dated 16 May 2019

International Personal Finance plc

(incorporated with limited liability in England and Wales with registered number 06018973)

unconditionally and irrevocably guaranteed by:

IPF Holdings Limited

(incorporated with limited liability in England and Wales with registered number 01525242)

International Personal Finance Investments Limited

(incorporated with limited liability in England and Wales with registered number 00961088)

IPF International Limited

(incorporated with limited liability in England and Wales with registered number 00753518)

IPF Digital Group Limited

(incorporated with limited liability in England and Wales with registered number 06032184)

Offer by International Personal Finance plc to the holders of the £101,500,000 6.125 per cent. notes due 2020 guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited and IPF International Limited to exchange their existing notes for Sterling denominated 7.75 per cent. Notes due 2023 issued by International Personal Finance plc and guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited

Dealer Managers

CITY & CONTINENTAL LTD PEEL HUNT LLP

Exchange Agent LUCID ISSUER SERVICES LIMITED PARTICIPATION IN THE EXCHANGE OFFER AND AN INVESTMENT IN THE EXCHANGE NEW NOTES ISSUED UNDER THIS EXCHANGE OFFER MEMORANDUM INVOLVES CERTAIN RISKS. PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED UNDER THE SECTION HEADED "RISK FACTORS" IN THIS EXCHANGE OFFER MEMORANDUM.

About this document

This document (the "Exchange Offer Memorandum") contains an offer to holders of Existing 2020 Notes (subject to the "Offer and Distribution Restrictions set out herein") to exchange their Existing 2020 Notes for Exchange New Notes (in each case as defined herein) (the "Exchange Offer").

This document also constitutes a prospectus prepared in accordance with the Prospectus Rules of the United Kingdom Financial Conduct Authority for the purposes of the offer of the Exchange New Notes by International Personal Finance plc (the "Issuer" or "IPF") pursuant to the Exchange Offer. The Exchange New Notes will be issued under the Euro Medium Term Note Programme (the "Programme") described in the prospectus issued by IPF and dated 12 April 2019 (as supplemented by a supplementary prospectus dated 7 May 2019, the "Base Prospectus").

This Exchange Offer Memorandum contains important information about the terms of the Exchange Offer, the terms of the Exchange New Notes and the terms on which the Exchange New Notes will be issued, as well as important information about IPF and its subsidiaries (together the "Group"). This Exchange Offer Memorandum also describes the risks relevant to the Group and its business and the risks relating to an investment in the Exchange New Notes generally. The terms of the Exchange New Notes are specified in the final terms (the "Exchange New Notes Final Terms") contained in this Exchange Offer Memorandum. A holder of the Existing 2020 Notes considering whether to invest in the Notes pursuant to the terms of the Exchange Offer (a "Prospective Investor") should read and understand fully the contents of this Exchange Offer Memorandum and the Exchange New Notes Final Terms before making any investment decisions relating to the Exchange New Notes and the Exchange Offer.

Important – EEA Retail Investors

The Exchange New 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") other than in the United Kingdom. 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 (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), 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 or superseded, the "Prospectus Directive").

Further Offer and Distribution Restrictions

This Exchange Offer Memorandum does not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Exchange Offer Memorandum comes are required by each of the Issuer, the Guarantors and the Dealer Managers to inform themselves about, and to observe, any such restrictions.

The PRIIPS Regulation

The terms of the Exchange New Notes contain no provisions which would require the publication of a key information document required by Regulation (EU) No. 12861/2014 (the "PRIIPS Regulation") for offering or selling the Exchange New Notes or otherwise making them available to retail investors in the EEA.

Responsibility for the information contained in this Exchange Offer Memorandum

The Issuer and the Guarantors accept responsibility for the information contained and incorporated by reference in this Exchange Offer Memorandum and for the information contained in the Exchange New Notes Final Terms. To the best of the knowledge of the Issuer and the Guarantors (each having taken all reasonable care to ensure that such is the case), the information contained and incorporated by reference in this Exchange Offer Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.

Where information has been sourced from a third party, this information has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.

Use of defined terms in this Exchange Offer Memorandum

Certain terms, words or phrases in this Exchange Offer Memorandum are defined in double quotation marks, and subsequent references to that term are designated with initial capital letters. See also the section "Index of Defined Terms" in this Exchange Offer Memorandum.

In this Exchange Offer Memorandum, unless otherwise specified or the context otherwise requires, references to "sterling" and "£" are to the currency of the United Kingdom (and references to "£m" are to millions of pounds sterling), references to "dollars", "\$" and "USD" are to the currency of the United States of America (and references to "\$m" are to millions of US dollars) and references to "€", "EUR" and "euro" are to the single currency of those member states participating in the third stage of European economic and monetary union from time to time (and references to €m are to millions of euros).

Credit Rating Agency Regulation notice

The Issuer has been given: (i) a long-term issuer default rating of BB (Outlook Stable) and a shortterm issuer default rating of B by Fitch Ratings Ltd; and (ii) a long-term corporate family rating of Ba3 (Outlook Stable) by Moody's Investors Service Limited. The Programme has been rated BB by Fitch Ratings Ltd and Ba3 by Moody's Investors Service Limited. The Exchange New Notes are expected to be rated BB by Fitch Ratings Ltd and Ba3 by Moody's Investors Service Limited. Each of Fitch Ratings Ltd and Moody's Investors Service Limited is established in the European Union ("EU") and is registered as a credit rating agency under Regulation (EC) No. 1060/2009 (the "CRA Regulation").

"BB" ratings from Fitch Ratings Ltd indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Obligations rated "Ba" by Moody's Investors Service Limited are judged to have speculative elements and are subject to substantial credit risk. The modifier "3" is appended to a rating by Moody's Investors Service Limited to denote relative status within the major ranking category.

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.

Information incorporated by reference in this Exchange Offer Memorandum

This Exchange Offer Memorandum is to be read in conjunction with all documents which are incorporated herein by reference (see the "Documents Incorporated by Reference" section).

The Exchange New Notes are not protected by the Financial Services Compensation Scheme

The Exchange New Notes are not protected by the Financial Services Compensation Scheme (the "FSCS"). As a result, neither the FSCS nor anyone else will pay compensation to a holder of the Exchange New Notes (an "Investor") upon the failure of the Issuer, the Guarantors or the Group as a whole.

Questions relating to this Exchange Offer Memorandum and the Exchange New Notes

See the section starting on page 5 entitled "How do I use this Exchange Offer Memorandum?". If a Prospective Investor has any questions regarding the content of this Exchange Offer Memorandum, the Exchange New Notes, the Exchange New Notes Conditions or the Exchange New Notes Final Terms and/or the actions they should take, they should seek advice from their independent financial adviser, tax adviser or other professional adviser before making any investment decision.

MiFID II product governance/target market

The Exchange New Notes Final Terms include a legend entitled "MiFID II product governance/ target market" which outlines the target market assessment in respect of the Exchange New Notes and which channels for distribution of the Exchange New Notes are appropriate. Any person subsequently offering, selling or recommending the Exchange New Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Exchange New Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

Unless a determination has otherwise been made, whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer Manager is a manufacturer in respect of such Exchange New Notes, but otherwise neither the Dealer Managers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

HOW DO I USE THIS EXCHANGE OFFER MEMORANDUM?

A Prospective Investor should read and understand fully the contents of this Exchange Offer Memorandum and the Exchange New Notes Final Terms contained herein before making any investment decisions relating to the Exchange Offer or the Exchange New Notes. This Exchange Offer Memorandum contains important information about the Issuer, the Guarantors, the Group and the terms of the Exchange Offer, the Exchange New Notes and the Guarantee; as well as describing certain risks relevant to the Issuer, the Guarantors, the Group and their businesses and also other risks relating to the Exchange Offer and an investment in the Exchange New Notes generally. An overview of the various sections comprising this Exchange Offer Memorandum is set out below:

The "SUMMARY" section sets out in tabular format standard information which is arranged under standard headings and which the Issuer is required, for regulatory reasons, to include in a summary for a prospectus and exchange offer memorandum of this type.

The "RISK FACTORS" section describes the principal risks and uncertainties for Holders participating in the Exchange Offer or which may affect the Issuer's and/or Guarantors' respective abilities to fulfil their obligations under the Exchange Offer, the Exchange New Notes and/or the Guarantee, as the case may be.

The "INFORMATION ABOUT THE EXCHANGE NEW NOTES" section provides an overview of the Exchange New Notes in order to assist the reader. This is a good place to start for the most basic information about the terms of the Exchange New Notes and how they are issued.

The "SUMMARY OF CERTAIN DIFFERENCES BETWEEN THE EXISTING 2020 NOTES AND THE EXCHANGE NEW NOTES" section provides an overview of certain differences between the Existing 2020 Notes and the Exchange New Notes.

The "EXCHANGE OFFER" and "EXPECTED TIMETABLE OF EVENTS" sections set out the terms of the Exchange Offer and the expected timetable of events through which the Issuer will conduct the Exchange Offer.

The "PROCEDURES FOR PARTICIPATING IN THE EXCHANGE OFFER" section sets out the actions which Holders of Existing 2020 Notes must take in order to participate in the Exchange Offer.

The "ACKNOWLEDGEMENTS AND REPRESENTATIONS" section sets out the acknowledgements, representations and undertakings which Holders of Existing 2020 Notes who decide to participate in the Exchange Offer must make to the Issuer, the Guarantors, the Dealer Managers and the Exchange Agent.

The "OFFER AND DISTRIBUTION RESTRICTIONS" section sets out certain general and jurisdiction-specific restrictions on offers and sales of the Exchange New Notes and on the distribution of this Exchange Offer Memorandum.

The "DOCUMENTS INCORPORATED BY REFERENCE" section contains a description of the information (including certain sections of the Base Prospectus) that is deemed to be incorporated by reference into this Exchange Offer Memorandum (rather than being set out in the body of this Exchange Offer Memorandum).

The "TAXATION" section provides brief observations in relation to certain potential taxation implications regarding the Exchange Offer and the Exchange New Notes.

The "FINAL TERMS" section sets out the Exchange New Notes Final Terms.

The "INDEX OF DEFINED TERMS" section provides an explanation of technical terms used in this Exchange Offer Memorandum and a note of the pages where these terms are first defined.

A "TABLE OF CONTENTS" section, with corresponding page references, is set out on the following page.

IMPORTANT NOTICES	2
HOW DO I USE THIS EXCHANGE OFFER MEMORANDUM?	5
SUMMARY	7
RISK FACTORS	22
INFORMATION ABOUT THE EXCHANGE NEW NOTES	27
SUMMARY OF CERTAIN DIFFERENCES BETWEEN THE EXISTING 2020 NOTES AND THE EXCHANGE NEW NOTES	34
THE EXCHANGE OFFER	36
EXPECTED TIMETABLE OF EVENTS	43
PROCEDURES FOR PARTICIPATING IN THE EXCHANGE OFFER	44
ACKNOWLEDGEMENTS AND REPRESENTATIONS	47
OFFER AND DISTRIBUTION RESTRICTIONS	51
DOCUMENTS INCORPORATED BY REFERENCE	55
TAXATION	57
FINAL TERMS	58
GENERAL	70
DEALER MANAGERS AND EXCHANGE AGENT	72
INDEX OF DEFINED TERMS	73

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 the Exchange New Notes, the Issuer and the Guarantors. Because some Elements are not required to be addressed, there are 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 constituted by the Exchange New Notes, the 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 this document (the "Exchange Offer Memorandum").Any decision to invest in the notes to be issued (the "Exchange New Notes") should be based on consideration of this Exchange Offer Memorandum (as supplemented at the relevant time, if applicable) as a whole by the Prospective Investor. Where a claim relating to the information contained in this Exchange Offer Memorandum is brought before a court, the plaintiff Investor might, under the national legislation of the member states, have to bear the costs of translating this Exchange Offer Memorandum 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 this Exchange Offer Memorandum or it does not provide, when read together with the other parts of this Exchange Offer Memorandum, key information in order to aid Prospective Investors when considering whether to invest in the Exchange New Notes.
A.2	Subsequent Resale or Placement:	An offer of Exchange New Notes (a "Public Offer") may be made by the Dealer Managers, iDealing.com Limited and Equiniti Financial Services Limited (trading as Selftrade, Shareview and/or Saga Share Direct) other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction'') and in Jersey, Guernsey and the Isle of Man during the period from 16 May 2019 until 7 June 2019 (''Offer Period'').
		The Issuer and each of the Guarantors consent to the use of this Exchange Offer Memorandum in connection with a Public Offer during the Offer Period in the Public Offer Jurisdiction by any financial intermediary which is authorised to make such offers under Directive 2014/65/EC ("MiFID II") and which satisfies the following conditions (an "Authorised Offeror") and which represents and agrees throughout the Offer Period that it:
		(a) is authorised to make such offers under MiFID II, including under any applicable implementing measure in each relevant jurisdiction (in which regard, Prospective Investors should consult the register of authorised entities maintained by the FCA at www.fca.org.uk/firms/systems-reporting/register) (MiFID II governs the organisation and conduct of the business of investment firms and the operation of regulated markets across the European Economic Area in order to seek to promote cross-border business, market transparency and the protection of investors);
		(b) acts in accordance with all applicable laws, rules, regulations and guidance of any applicable regulatory bodies (the "Rules"), including the Rules published by the Financial ConductAuthority (including, but not limited to, its guidance for distributors in "The Responsibilities of Providers and Distributors for the Fair Treatment of Customers" and its source book for "Product Intervention and Product Governance") from time to time including, without limitation and in each case, Rules relating to both the target markets for the Exchange New Notes and the appropriateness or suitability of any investment in the Exchange New Notes by an Investor and disclosure to any Prospective Investor;

(c)	complies with the restrictions set out under "Offer and Distribution Restrictions" in this Exchange Offer Memorandum which would apply as if it were a Dealer Manager;
(d)	acknowledges the target market and distribution channels identified under the "MiFID II Product Governance Legend" set out in the Exchange New Notes Final Terms;
(e)	ensures that any fee, commission, benefits of any kind, rebate received or paid by that financial intermediary in relation to the offer or sale of the Exchange New Notes does not violate the Rules and is fully and clearly disclosed to Investors and Prospective Investors;
(f)	holds all licences, consents, approvals and permissions required in connection with solicitation of interest in, or offers or sales of, the Exchange New Notes under the Rules, including authorisation under the Financial Services and Markets Act 2000 and/or the Financial Services Act 2012;
(g)	complies with, and takes appropriate steps in relation to, applicable anti-money laundering, anti-bribery, prevention of corruption and "know your client" Rules, and does not permit any application for Exchange New Notes in circumstances where the financial intermediary has any suspicions as to the source of the application monies;
(h)	retains Investor identification records for at least the minimum period required under the applicable Rules, and shall, if so requested and to the extent permitted by the Rules, make such records available to the Dealer Managers, the Issuer and/or any Guarantor or directly to the appropriate authorities with jurisdiction over the Issuer, the Guarantors and/or the Dealer Managers in order to enable the Issuer, the Guarantors and/or the Dealer Managers to comply with anti-money laundering, anti-bribery, anti-corruption and "know your client" Rules applying to the Issuer, the Guarantors and/or the Dealer Managers;
(i)	does not, directly or indirectly, cause the Issuer, the Guarantors or any Dealer Manager to breach any Rule or subject the Issuer, the Guarantors or the Dealer Managers to any requirement to obtain or make any filing, authorisation or consent in any jurisdiction;
(j)	agrees and undertakes to indemnify the Issuer, the Guarantors and each Dealer Manager (in each case on behalf of such entity and its respective directors, officers, employers, agents, affiliates and controlling persons) against any losses, liabilities, costs, claims, charges, expenses, actions or demands (including reasonable costs of investigation and any defence raised thereto and counsel's fees and disbursements associated with any such investigation or defence) which any of them may incur or which may be made against any of them arising out of or in relation to, or in connection with, any breach of any of the foregoing agreements, representations or undertakings by such financial intermediary, including (without limitation) any unauthorised action by such financial intermediary or failure by such intermediary to observe any of the above restrictions or requirements or the making by such financial intermediary of any unauthorised representation or the giving or use by it of any information which has not been authorised for such purposes by the Issuer, the Guarantors or the Dealer Managers;
(k)	immediately gives notice to the Issuer, the Guarantors and the relevant Dealer Managers if at any time it becomes aware or suspects that it is or may be in violation of any Rules or these terms (the "Authorised Offeror Terms"), and takes all appropriate steps to remedy such violation and comply with such Rules and these Authorised Offeror Terms in all respects;
(l)	does not give any information other than that contained in this Exchange Offer Memorandum (as may be amended or supplemented by the Issuer and/or the Guarantors from time to time) as completed by the Exchange New Notes Final Terms or make any representation in connection with the offering or sale of, or the solicitation of interest in, the Exchange New Notes;
(m)	agrees that any communication in which it attaches or otherwise includes any announcement published by the Issuer or any Guarantor

	via Regulatory News Service at the end of the Offer Period will be consistent with this Exchange Offer Memorandum as completed by the Exchange New Notes Final Terms, and (in any case) must be fair, clear and not misleading and in compliance with the Rules and must state that such Authorised Offeror has provided it independently from the Issuer and the Guarantors and must expressly confirm that neither the Issuer nor the Guarantors have accepted any responsibility for the content of any such communication;
(n)	does not use the legal or publicity names of any Dealer Manager, the Issuer, any Guarantor or any other name, brand or logo registered by any entity within their respective groups or any material over which any such entity retains a proprietary interest or in any statements (oral or written), marketing material or documentation in relation to the Exchange New Notes;
(o)	during the period of the initial offering of the Exchange New Notes: (i) only sells the Exchange New Notes at the "Issue Price" specified in the Exchange New Notes Final Terms (unless otherwise agreed with the relevant Dealer Manager); (ii) only sells the Exchange New Notes for settlement on the "Issue Date" specified in the Exchange New Notes Final Terms; (iii) does not appoint any sub-distributors (unless otherwise agreed with the relevant Dealer Manager); (iv) does not pay any fee or remuneration or commissions or benefits to any third parties in relation to the offering or sale of the Exchange New Notes (unless otherwise agreed with the relevant Dealer Manager); and (v) complies with such other rules of conduct as may be reasonably required and specified by the relevant Dealer Manager;
(p)	either (i) obtains from each Prospective Investor an executed application for the Exchange New Notes, or (ii) keeps a record of all requests such financial intermediary (x) makes for its discretionary management clients, (y) receives from its advisory clients and (z) receives from its execution-only clients, in each case prior to making any order for the Exchange New Notes on their behalf, and in each case maintains the same on its files for so long as is required by any applicable Rules;
(q)	agrees and undertakes to indemnify each of the Issuer, any Guarantor and the relevant Dealer Manager (in each case on behalf of such entity and its respective directors, officers, employees, agents, affiliates and controlling persons) against any losses, liabilities, costs, claims, charges, expenses, actions or demands (including reasonable costs of investigation and any defence raised thereto and counsel's fees and disbursements associated with any such investigation or defence) which any of them may incur or which may be made against any of them arising out of or in relation to, or in connection with, any breach of any of the foregoing agreements, representations, warranties or undertakings by such financial intermediary, including (without limitation) any unauthorised action by such financial intermediary or failure by such financial intermediary to observe any of the above restrictions or requirements or the making by such financial intermediary of any unauthorised representation or the giving or use by it of any information which has not been authorised for such purposes by the Issuer, any Guarantor or the relevant Dealer Manager;
(r)	agrees and accepts that:
	(A) the contract between the Issuer, the Guarantors and the financial intermediary formed upon acceptance by the financial intermediary of the Issuer's and Guarantors' offer to use this Exchange Offer Memorandum and the Exchange New Notes Final Terms with its consent in connection with the relevant Public Offer (the "Authorised Offeror Contract") and any non contractual obligations arising out of or in connection with the Authorised Offeror Contract, shall be governed by, and construed in accordance with, English law;
	(B) the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Authorised Offeror Contract (including a dispute relating to any non-contractual obligations arising out of or in connection with the Authorised Offeror Contract) and accordingly submits to the exclusive jurisdiction of the courts of England; and

	(C) each of the Dealer Managers will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be entitled to enforce those provisions of theAuthorised Offeror Contract between the Issuer, the Guarantors and the financial intermediary, formed upon acceptance by the financial intermediary of the Issuer's and the Guarantors' offer to use this Exchange Offer Memorandum and Exchange New Notes Final Terms with its consent in connection with the relevant Public Offer, which are, or are expressed to be, for their benefit, including the agreements, representations, warranties, undertakings and indemnity given by the financial intermediary pursuant to the Authorised Offeror Terms;
	(s) publishes on its website that it is using this Exchange Offer Memorandum for the Public Offer in accordance with the consent of the Issuer and the Guarantors and the conditions attached thereto in the following form (with the information in square brackets duly completed with the relevant information) (the "Acceptance Statement"):
	"We, [specify legal name of financial intermediary], refer to the offer of sterling denominated 7.75 per cent. Notes due 2023 (the "Notes") described in the Exchange Offer Memorandum dated 16 May 2019 (the "Prospectus") published by International Personal Finance plc (the "Issuer"). In consideration of the Issuer and the Guarantors offering to grant their consent to our use of the Prospectus in connection with the offer of the Notes (the "Public Offer") in the United Kingdom during the Offer Period in accordance with the Authorised Offeror Terms and subject to the other conditions to such consent (as specified in the Prospectus), we accept such offer by the Issuer. We confirm that we are authorised under MiFID II to make, and are using the Prospectus in connection with, the Public Offer accordingly. Terms used herein and otherwise not defined shall have the same meaning as given to such terms in the Prospectus."
	If such financial intermediary is offering the Exchange New Notes in Jersey, Guernsey or the Isle of Man, it must satisfy the equivalent of (a) to (s) above applicable in those jurisdictions, provided further that:
	• such financial intermediary is authorised to make such offers under the equivalent of Directive 2014/65/EC; and
	• no financial intermediary may use this Exchange Offer Memorandum in connection with:
	o the circulation in Jersey of any offer for subscription, sale or exchange of any Exchange New Notes unless such offer is circulated in Jersey by a person or persons authorised to conduct investment business under the Financial Services (Jersey) Law 1998 and in accordance with the Control of Borrowing (Jersey) Order 1958;
	o the marketing, offering for subscription, sale or exchange or sale of Exchange New Notes in or from within or to persons resident in any part of the Bailiwick of Guernsey other than in compliance with the requirements of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended, and the rules, regulations and guidance enacted or issued thereunder, or any exemption therefrom; and
	o the circulation in the Isle of Man of any offer for subscription, sale or exchange of any Exchange New Notes unless such offer is made in compliance with the licensing requirements of the Isle of Man Financial Services Act 2008 or any exclusions or exemption therefrom.
	The Issuer and each of the Guarantors may give consent to additional financial intermediaries after the date of the Exchange New Notes Final Terms.
	Information on the relevant terms and conditions of an offer is to be provided at the time of that offer by an Authorised Offeror, and cannot therefore be included in this Exchange Offer Memorandum.
	ANY UNNAMED OFFEROR MUST STATE ON ITS WEBSITE THAT IT IS USING THIS EXCHANGE OFFER MEMORANDUM IN ACCORDANCE WITH THIS CONSENT AND THE CONDITIONS ATTACHED HERETO.

	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 06018973.
B.4b	Known Trends Affecting the Issuer and its Industry:	The companies in the Issuer's corporate group operate in the international home credit and digital 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 the Issuer or the industry in which it operates.
B.5	Group Position:	The Issuer is the ultimate parent in its corporate group, which is composed of wholly owned subsidiaries of the Issuer. The Issuer's Group operates eleven principal overseas subsidiaries in Europe, Mexico and Australia. The Group has certain United Kingdom subsidiaries business services, financial support or debt option facilities to fellow subsidiary undertakings.	which	provide
B.9	Profit Forecasts:	Not applicable. No profit forecast or estimate made.
B.10	Description of any Qualifications in the Audit Report on the Historical Financial Information:	Not applicable. The audit reports on the Issuer's consolidated historical financial information are not qualified.
B.12	Key Historical Financial Information: Issuer	Consolidated income statement Revenue Impairment	Audited Year ended 2018 £m 866.4 (277.0)	Audited Year ended 31 December 31 December 2017 £m 825.8 (201.1)
		Revenue less impairment	639.4	624.7
		Finance costs Other operating costs Administrative expenses	(58.5) (140.8) (330.8)	(55.2) (135.2) (328.7)
		Total costs	(530.1)	(519.1)
		Profit before taxation – continuing operations	109.3	105.6
		Tax (expense)/income income – United Kingdom income – Overseas	(0.8) (33.1)	(0.7) (29.9)
		Total pre-exceptional tax expense	(33.9)	(30.6)
		Profit after pre-exceptional taxation – continuing operations	75.4	75.0
		Exceptional tax expense	–	(30.0)
		Loss after taxation – discontinued operations	–	(8.4)
		Profit after taxation attributable to owners of the parent	75.4	36.6

Consolidated Balance Sheet
	Audited	Audited
	31 December 31 December 2018	2017
	£m	£m
Assets
Non-current assets
Goodwill Intangible assets	24.5 38.0	24.4 33.1
Property, plant and equipment	19.9	23.2
Deferred tax assets	138.5	103.1
Non-current tax asset	36.1	37.0
Retirement benefit asset	4.1	2.1
	261.1	222.9
Current assets
Amounts receivable from customers
– due within one year – due in more than one year	764.2 228.6	866.9 190.0
	992.8	1,056.9

Derivative financial instruments Cash and cash equivalents	1.6 46.6	10.4 27.4
Other receivables	18.9	19.3
Current tax assets	1.5	5.7
	1,061.4	1,119.7
Total assets	1,322.5	1,342.6
Liabilities
Current liabilities
Borrowings	(28.8)	(79.6)
Derivative financial instruments	(7.3)	(4.8)
Trade and other payables Current tax liabilities	(147.7) (25.8)	(145.7) (7.4)
	(209.6)	(237.5)

Consolidated Balance Sheet (continued)
	Audited	Audited
	31 December 31 December 2018	2017
	£m	£m
Non-current liabilities
Deferred tax liabilities	(10.4)	(10.1)
Borrowings	(669.5)	(598.1)
	(679.9)	(608.2)
Total liabilities	(889.5)	(845.7)
Net assets	433.0	496.9
Equity attributable to owners
of the parent
Called-up share capital Other reserve	23.4 (22.5)	23.4 (22.5)
Foreign exchange reserve	51.3	60.0
Hedging reserve	(0.6)	(1.2)
Own Shares	(45.1)	(47.6)
Capital redemption reserve Retained earnings	2.3 424.2	2.3 482.5
Total equity	433.0	496.9

Consolidated Statement of cash flows
	Audited	Audited
	31 December 31 December 2018	2017
	£m	£m
Net cash generated from/(used in) operating activities	60.2	(7.8)

		Since 31 December 2018, 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 2018, 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 have been no significant changes in the financial or trading position of the Issuer and its controlled entities taken as a whole.
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 £1,100.
		For the majority of home collected loans, the total amount repayable on the loan is fixed at the outset and customers that opt for the agent home service incur no extra charges for missed or late payments during the contractual term of the loan. 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	The Programme has been rated BB by Fitch Ratings Ltd and Ba3 by Moody's Investors Service Limited. The Issuer has been given (i) a long term issuer default rating of BB (Outlook Stable) and a short term issuer default rating of B by Fitch Ratings Ltd; and (ii) a long-term corporate family rating of Ba3 (Outlook Stable) by Moody's Investors Service Limited.
	of or in Co operation with the Issuer:	The Exchange New Notes are expected to be rated BB by Fitch Ratings Ltd and Ba3 by Moody's Investors Service Limited.
		Asecurity 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.
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 12 April 2019 (the "Trust Deed"), the Exchange New Notes and the interest coupons relating to the Exchange New 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 Names:	The Guarantors' legal and commercial names are: • IPF Holdings Limited; • International Personal Finance Investments Limited; • IPF International Limited; and • IPF Digital Group Limited.
B.19/B.2	Domicile, Legal Form, Country of Incorporation and Legislation under which the	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. International Personal Finance Investments Limited is a private limited
	Guarantors Operate:	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.
		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.
		IPF Digital Group Limited is a private limited company incorporated and registered in England and Wales on 18 December 2006 under the Companies Act 1985 as a company limited by shares with registered number 06032184.
B.19/B.4b	Known Trends Affecting the Guarantors and their Industries:	The companies in the Issuer's corporate group operate in the international home credit and digital loan markets, which tend 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, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited or the industries in which they operate.
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.
		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.
		IPF International Limited is a wholly owned subsidiary of International Personal Finance Investments Limited. IPF Digital 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 IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited or IPF Digital Group Limited and, in each case, 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 2018 and 31 December 2017.

B.19/B.13	Description of Recent Events Material to the Guarantors' Solvency:	Not applicable. There have been no recent events material to the solvency of IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited or IPF Digital Group Limited.
B.19/B.14	If the Guarantors are Dependent upon other Entities Within the Group, this must be Clearly Stated:	As intermediate holding companies, IPF Holdings Limited, International Personal Finance Investments Limited and IPF Digital Group Limited are dependent on the Issuer for the provision of funding, and upon the business performance of operating subsidiaries. IPF International Limited is dependent on the Issuer for the provision of funding.
B.19/B.15	Guarantors' 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. 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.
		IPF International Limited's principal business activities are to provide services and business know-how to fellow subsidiary undertakings. IPF Digital 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 Guarantors:	IPF Holdings Limited and IPF Digital Group Limited are owned and controlled by the Issuer. International Personal Finance Investments Limited is owned and controlled by IPF Holdings Limited. IPF International Limited is owned and controlled by International Personal Finance Investments Limited.
B.19/B.17	Credit Ratings:	IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited are not independently rated. The Programme has been rated BB by Fitch Ratings Ltd and Ba3 by Moody's Investors Service Limited.
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 Exchange New Notes and the Coupons. Their obligations in that regard are contained in the Trust Deed.
	Section C – Exchange New Notes
C.1	Description of the Type and Class of Securities:	The Exchange New Notes will be issued under the Programme, pursuant to which 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, may be outstanding at any one time.
		Notes under the Programme are 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 Exchange New Notes will form part of Series 16. The Exchange New Notes are intended to be interchangeable with all other notes in Series 16.
		Series 16 may be issued in tranches (each a "Tranche") on the same or different issue dates. The Exchange New Notes will form part of Tranche 1 and will, save in respect of their issue date, issue price, first payment of interest and nominal amount of the Tranche, be identical to the terms of other Tranches of Series 16.
		The specific terms of the Exchange New Notes are set out in the final terms in respect of the Exchange New Notes (the "Exchange New Notes Final Terms").
		The Exchange New Notes will be issued in bearer form and will be represented by a Permanent Global Note.
		The aggregate nominal amount of Exchange New Notes issued will depend on the amount of Existing 2020 Notes for which valid Exchange Instructions are received before the end of the period running on and from the date of the commencement of the Exchange Offer until the "Exchange Offer

		Deadline" set out in the section headed "Expected Timetable of Events" (the "Exchange Period") and which are accepted for exchange pursuant to the Exchange Offer. Although this Exchange Offer Memorandum relates only to the Exchange Offer and the Exchange New Notes, Prospective Investors should note that, in addition to the Exchange New Notes offered pursuant to the Exchange Offer, the Issuer is simultaneously making a cash offer (the "Cash Offer") ofAdditional Notes pursuant to the prospectus issued by IPF and dated 12April 2019 (as supplemented by a supplementary prospectus dated 7 May 2019, the "Base Prospectus"). The aggregate nominal amount of Additional Notes issued will depend on the amount of Additional Notes for which indicative offers to subscribe, under the Cash Offer, are received during the Exchange Period. TheAggregate NominalAmount of New Notes will be the sum of the aggregate nominal amount of Exchange New Notes and the aggregate nominal amount of Additional Notes, and will be specified in the final terms confirmation announcement referred to in the Exchange New Notes Final Terms. ISIN: XS1998163148
		Common Code: 199816314
C.2	Currency:	British pounds sterling
C.5	A Description of any Restriction on the Free Transferability of Securities:	There are no restrictions on the free transferability of the Exchange New Notes. The Issuer and the Dealer Managers have agreed certain customary restrictions on offers, sale and delivery of Exchange New 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 United States Securities Act of 1933, as amended. The Exchange New Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (or any successor rules in substantially the same form that are applicable for purposes of Section 4701 of the US Internal Revenue Code).
C.8	A Description of	Withholding Tax
	the Rights	All payments of principal and interest in respect of the Exchange New
	Attaching to the Securities, Including Ranking and any Limitation	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 holders of the Exchange New Notes (the "Noteholders") will receive such amounts as they would have received under the Exchange New Notes had no such withholding been required, subject to certain exceptions).
	on those Rights:	Ranking
		The Exchange New 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 Guarantors, the Exchange New 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 Exchange New 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 Exchange New 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 Exchange New Notes, or making arrangements not materially less beneficial. Optional redemption

		amount, together with any accrued interest thereon (a "Change of Control Put Event" is a term defined in the Terms and Conditions of the Exchange New Notes which are incorporated by reference into this Exchange Offer Memorandum and which are defined later in this Exchange Offer Memorandum as the "Exchange New Notes Conditions"). Financial covenants The terms of the Exchange New 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 (terms defined in the Exchange New Notes Conditions).
		Events of Default
		Events of Default under the Exchange New Notes include non-payment of interest for 14 days, non-payment of principal for seven days, breach of other obligations under the Exchange New 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, any 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 Exchange New Notes and the Coupons (which, for this purpose, shall not include talons for further Coupons (the "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 (a "Relevant Date" is a term defined in the Exchange New Notes Conditions).
		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 Exchange New 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	Maturity
	to those in C8:	14 December 2023
		Final redemption
		The Final Redemption Amount of the Exchange New Notes is GBP 100 per Calculation Amount.
		Early redemption
		The Exchange New Notes may be subject to redemption by the Issuer prior to their stated maturity for reasons related to taxation.
		Provisions relating to interest
		Fixed interest will be payable in arrear on each Interest Payment Date.
		Rate of Interest: 7.75 per cent. per annum payable semi-annually in arrear on each Interest Payment Date
		Interest Payment Date(s): 14 June and 14 December in each year, from and including 14 December 2019, up to and including the Maturity Date
		Fixed Coupon Amount: GBP 3.875 per Calculation Amount
		Indication of yield: 7.75 per cent. per annum
		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 the Exchange New Notes.

C.11	Listing and Admission to Trading:	Application is expected to be made to list the Exchange New Notes on the Official List and to admit them to trading on the electronic order book for retail bonds on the London Stock Exchange plc's Main Market (the "ORB").
C.21	Indication of the Market where the Securities will be Traded and for which Exchange Offer Memorandum has been Published:	This Exchange Offer Memorandum is to be published in the United Kingdom in accordance with the Prospectus Directive and application will be made to admit the Exchange New Notes to trading on the ORB.
Section D – Risks:
D.2	Key information on the Key Risks Specific to the Issuer:	Summary of key risks that may affect the Issuer and the Group • The Group is at risk from changes in political, economic, and financial market conditions, such as a global or local recession, inflation and fluctuations in interest and currency exchange rates. Change to the political landscape in one of the Group's geographic markets could undermine general demand for loans, lead to labour unrest, or, if capital controls are imposed, restrict the ability of a Group subsidiary to remit funds to the United Kingdom holding company. A recession could reduce demand for the Group's products and services. Rising inflation could erode Group profitability, as the rate of interest on loans made by the Group is generally fixed at the outset, whilst the Group's costs rise in line with inflation. Rising interest rates can lead to higher costs of Group borrowing, reducing profitability. The Group reports results in sterling, but the majority of its assets are denominated in foreign currencies, so exchange rate fluctuations may adversely affect the Group's income statement account, its reserves or future cash flows. • The performance of the Group is influenced by the economic conditions of the countries in which it operates around the world. The countries in which the Group currently operates are emerging economies and so are subject to greater volatility in economic, political and financial market conditions. Changes in the economic and political climate both globally and locally, as well as changes in market conditions generally, could have a material adverse effect on the Group's business, results of operations and financial condition. • The proposed withdrawal of the United Kingdom from the European Union ("Brexit") may bring potential economic and political uncertainty for the United Kingdom and European Union member states. 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 Treaty on European Union on 29 March 2017 of the intention to withdraw from the European Union, thus triggering the two-year period for withdrawal (which has been extended to 31 October 2019). Negotiations since the Article 50 notice have led to a form of Withdrawal Agreement, and a separate political framework document for future relations, both of which have been the subject of an initial approval by the 27 other European Union member states. However, the United Kingdom Parliament has so far withheld its approval to these documents. This has increased the perceived risk of a "no deal" Brexit and reintroduced the possibility of Brexit taking place on different terms and/or at a later time or potentially not taking place at all. In turn this has had an impact on political stability as well as contributing to market volatility and fluctuations in the value of sterling. The nature of a potential Brexit is still uncertain and will depend on the outcome of the ongoing debate within the United Kingdom Parliament and potentially of further negotiations between the United Kingdom and the other 27 members states of the European Union. Brexit could lead to potentially divergent national laws and regulations (including but not limited to financial laws and regulations, tax laws, tax and free trade

			agreements, health and safety laws and employment laws) which could have an adverse effect on the Group's business, results of operations and financial condition.
		•	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 loan charges, could affect the Group's profitability, solvency and capital requirements and may give rise to increased costs of compliance. Litigation on the basis that the Group's charges are unfair or usurious could compel a change in the Group's business model.
		•	There could be challenges to the tax treatment of certain transactions and arrangements between the companies in the Group. Although the Group is headed by a United Kingdom holding company, the Group does not have substantial operations in the United Kingdom. This exposes the Group to the United Kingdom's international tax regime. The treatment of such international groups under United Kingdom tax law may be subject to significant change. Changes in accounting rules could also significantly impact the Group's tax liabilities. Changes in tax or accounting rules could damage the Group's financial position.
		•	The Group sees less clarity in tax legislation in its overseas markets than in the United Kingdom, and some uncertainty generally arising from the fact that court decisions are often not binding as precedents. In the overseas markets in which the Group operates, certainty of tax treatment may be obtained only once the operation has been subject to tax audit and these take place irregularly, typically 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, 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 Exchange New Notes: The Exchange New 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.

		• Investors who hold through CREST through the issuance of CDIs ("CDI Holders") hold or have an interest in a separate legal instrument and will have only indirect interests in the underlying Exchange New Notes. This could potentially lead to the CDI Holders having different rights and returns in respect of such underlying Exchange New Notes as against those Investors who have a direct interest in their Exchange New Notes. • Defined majorities may be permitted to bind all Noteholders with respect to modification and waivers of the Exchange New Notes Conditions, even if some Noteholders did not attend or vote. • Exchange New Notes may have no established trading market when issued, and one may never develop, or may develop and be illiquid. Investors may not be able to sell their Exchange New 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 the tradability of Exchange New Notes on the ORB, a
		market-maker may not continue to act as a market-maker for the life of the relevant Exchange New Notes and a replacement market-maker may not be appointed, impacting the ability to sell the relevant Exchange New Notes.
		Summary of issue specific risks affecting the Exchange New Notes and a decision to participate in or not participate in the Exchange Offer: • The indication of yield stated within the Exchange New Notes Final Terms applies only to investments made at the issue price of the Exchange New Notes. If an Investor invests in Exchange New Notes at a price other than the issue price of the Exchange New Notes, the yield on that particular Investor's investment in the Exchange New Notes will be different from the indication of yield on the Exchange New Notes as set out in the Exchange New Notes Final Terms.
		• There are limited differences between the terms and conditions governing the Existing 2020 Notes and the Exchange New Notes Terms and Conditions.
		• The Exchange Offer is not conditional on the issuance of a minimum aggregate principal amount of Exchange New Notes or Additional Notes.
		• Exchange Instructions are irrevocable except in limited circumstances. • The Issuer is not under any obligation to accept, and shall have no liability to any person for any non-acceptance of, any offer of Existing 2020 Notes for exchange pursuant to the Exchange Offer. Offers of Existing 2020 Notes for exchange may be rejected in the sole and absolute discretion of the Issuer, which also has the right to terminate or amend the Exchange Offer in certain circumstances.
		• The trading market for the Existing 2020 Notes that remain outstanding following the completion of the Exchange Offer may be significantly more limited. Any such remaining Existing 2020 Notes may command a lower price than a comparable issue of securities with greater market liquidity.Areduced market value and liquidity may also make the trading price of such remaining Existing 2020 Notes more volatile. The trading market for the Exchange New Notes will largely be subject to their admission to trading on the ORB.
Section E – Offer:
E.2b	Reasons for Exchange Offer and Use of Proceeds:	The offer of the Exchange New Notes forms part of an offer (the "Exchange Offer") made by the Issuer to holders of the Existing 2020 Notes to exchange the Issuer's outstanding 6.125% per cent. Notes due 2020 (the "Existing 2020 Notes") for Exchange New Notes, the purpose of which is to extend the maturity profile of part of the Issuer's debt financing arrangements.
		As the Exchange New Notes are being offered in connection with an exchange for the Existing 2020 Notes, the issue of the Exchange New Notes issued pursuant to the Exchange Offer will not generate cash proceeds.
		In addition to the Exchange New Notes offered pursuant to the Exchange Offer, the Issuer is simultaneously making the Cash Offer pursuant to the Base Prospectus.

		The proceeds of the Cash Offer (if anyAdditional Notes are issued pursuant to the Cash Offer) will be used for the general corporate purposes of the Issuer and the Group.
E.3	A Description of the Terms and Conditions of	The Exchange New Notes will be issued at the issue price set out in the Exchange New Notes Final Terms against delivery of the Existing 2020 Notes.
the Exchange Offer:		The Exchange Offer consists of an invitation to holders of the Existing 2020 Notes to exchange their Existing 2020 Notes for the Exchange New Notes. Holders of the Existing 2020 Notes will receive, per £100 in nominal amount of Existing 2020 Notes exchanged, £100 in principal amount of Exchange New Notes. Such holders will also receive: (i) a cash amount equal to accrued but unpaid interest on their Existing 2020 Notes from (and including) 8 May 2019 to (but excluding) the Settlement Date; and (ii) an exchange fee equal to £1.50 per £100 in nominal amount of Existing 2020 Notes exchanged.
		In order to participate in the Exchange Offer, a Holder must validly offer for exchange at least £1,000 in nominal amount of Existing 2020 Notes. The Specified Denomination of the Existing 2020 Notes and the Exchange New Notes is £100. Accordingly, Existing 2020 Notes must be offered for exchange in principal amounts of greater than £1,000 and in whole amounts of £100.
		The Issuer will only accept offers of Existing 2020 Notes for exchange pursuant to the Exchange Offer which are made by and received by the Exchange Agent by 12 noon on 7 June 2019 by way of the submission of valid Exchange Instructions.
		An "Exchange Instruction" means the electronic exchange and blocking instruction in the form specified in the relevant "Clearing System Notice", which must be submitted by (or on behalf of, as relevant) a Holder of Existing 2020 Notes. A "Clearing System Notice" means the notice to be sent to Direct Participants by each of the Clearing Systems on or about the date of this Exchange Offer Memorandum, informing Direct Participants, of, amongst other things, the procedures to be followed in order to participate in the Exchange Offer. A "Direct Participant" means a person shown (whether directly or through the issuance of dematerialised depository receipts) in the records of Euroclear Bank SA/NV or Clearstream Banking S.A. as a holder of Existing 2020 Notes.
		By submitting an Exchange Instruction, a Prospective Investor gives certain acknowledgements, representations, warranties and undertakings.
		Prospective Investors should note that, in addition to the Exchange New Notes offered pursuant to the Exchange Offer and this Exchange Offer Memorandum, the Issuer is separately and simultaneously making the Cash Offer pursuant to the Base Prospectus.
E.4	A Description of any Interest that is Material to the Issue/Offer, Including Conflicting Interests:	The relevant Dealer Managers may be paid fees in relation to any issue of Exchange New Notes. Certain of the Dealer Managers 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.
E.7	Expenses Charged to the	Not applicable; there are no expenses charged to the Investor by the Issuer.
Investor by the Issuer as Offeror:		If an Investor intends to acquire or does acquire any Exchange New Notes in a non-exempt offer from an offeror other than the Issuer or a Dealer Manager, that Investor will do so in accordance with any terms and other arrangements in place between such offeror and that Investor including as to price, allocations, expenses, payment and delivery arrangements. Neither the Issuer, the Guarantors nor any of the Dealer Managers are party to such terms or other arrangements.

RISK FACTORS

Holders of Existing 2020 Notes should have regard to the factors described in the section headed "Risk Factors" in the Base Prospectus – these are found on page 22 onwards of the Base Prospectus. These risk factors relate to the following matters:

Factors that may affect the issuer's and the guarantors' ability to fulfil their obligations under notes issued under the Programme, including:
o Economic and political risks, including:
- The risk that Group is exposed to the risk of political or economic instability in the markets in which it operates.
- The risk that the Group is exposed to funding and liquidity risk, credit rating risk, credit quality risk, counterparty risk, exchange rate fluctuation risk, interest rate fluctuation risk, and cost inflation risk.
- The risk that the Group's businesses, earnings and financial condition could be affected by any future crisis in global financial markets and/or deterioration in the global economic outlook.
- The risk that the performance of the Group's Mexican businesses may be affected by President Trump's policies towards Mexico.
o Legal, regulatory and tax risks, including:
- The risk that the Group may be affected by changes in financial services regulation, or other laws or regulations applicable to the Group, or their respective interpretations.
- The risk that the Group is, and in the future may be, subject to regulatory and legal actions or intervention in the ordinary course of its business.
- The risk of legal challenges to contractual terms and collective redress.
- The risk of challenge to, or change to, current legal characterisations of the status of agents.
- The fact that the Group operates in markets which include comparatively new legal and regulatory systems.
- The risk that the Group may be subject to changes in tax laws or regulations or their respective interpretations.
- The risk that the challenges to the tax treatment of arrangements amongst the companies in the Group could materially and adversely affect the Group's financial and operating results.
o Business risks relating to the Group's businesses and the markets in which the Group's businesses operate, including:
- Changes in the small sum credit markets in any of the Group's markets and, in particular, an increase in competition in any of the Group's markets.
- Risks arising out of new markets and acquisitions.
- The risk that the Group may not be able to successfully implement a new product group or strategy for the acquisition of new customers or of a new pricing or credit assessment method or analytical tools and data.
- Risks arising in connection with a segmental business model strategy.
Operational risks, including:
o Possible risks to agent and employee safety.
o The risk of failure to attract, engage, motivate and retain sufficient depth of capability and quality of people at all levels of the Group's business.
o The risk that the Group may be adversely affected by the failure to manage change.
o The fact that the success of the Group's business is dependent on the Group's brands and reputation.
o Possible risk relating to the breakdown of operating processes, systems or controls that underpin the Group's business models.
o The risk of system and technological failures or ineffectiveness, failure of business continuity planning, corruption of databases and service disruption.
o Possible risk relating to the integrity of the Group's accuracy of reporting and the ability to produce appropriate reporting.
o The risk that an impairment of the value of intellectual property or failure to maintain database integrity could diminish the competitive position of the Group.
o The risk that catastrophes and weather-related events may adversely affect the Group.
o The risk that the Group may be affected by disputes with, or the failure or ceasing of, adequate provision of services by, key third party suppliers.
Factors which are material for the purpose of assessing the market risks relating to the Group, including:
o Risks relating to the structure of a particular issue of notes and in particular the factor under the heading "Fixed Rate Notes – yield."
o Risks related to notes generally, including:
- General risks relating to an investment in notes issued by the Issuer.
- The ability (subject to the Exchange New Notes Conditions) for notes issued by the Issuer to be subject to redemption for tax reasons.
- The possibility of modifications to, waivers in respect of and substitutions of the Exchange New Notes.
- Change of law.
- Risks relating to bearer notes where denominations involve integral multiples.
- The fact that the Exchange New Notes are not protected by the Financial Services Compensation Scheme.
Risks related to the market generally, including:
o Risk of absence of market-maker.
o The secondary market generally.
o Exchange rate risks and exchange controls.
o Interest rate risks.
o Credit ratings may not reflect all risks.
o Legal investment considerations may restrict certain investments.
o Foreign account tax compliance withholding.
o The Clearing Systems.
o Holding CREST Depository Interests.

In addition to the factors described above (the "Programme Risk Factors"), the Issuer and the Guarantors believe that the following factors may be relevant to the decision of Holders as to whether or not to accept the Exchange Offer. All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantors are in a position to express a view on the likelihood of any such contingency occurring.

The Issuer and the Guarantors believe that the factors described below and the Programme Risk Factors represent the principal risks inherent in investing in the Exchange New Notes and accepting or not accepting the Exchange Offer, but the Issuer and the Guarantors may be unable to pay interest, principal or other amounts on or in connection with any Exchange New Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Exchange New Notes or entering into the Exchange Offer are exhaustive. Prospective Investors should also read the detailed information set out elsewhere in this Exchange Offer Memorandum (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.

Uncertainty as to the trading market for Existing 2020 Notes not exchanged

Although the Existing 2020 Notes that are not validly offered for exchange by Holders or accepted by the Issuer for exchange will continue to be admitted to the Official List and to trading on the ORB, to the extent offers of Existing 2020 Notes for exchange in the Exchange Offer are accepted by the Issuer and the Exchange Offer is completed, the trading market for the Existing 2020 Notes that remain outstanding following such completion may be limited. Such remaining Existing 2020 Notes may command a lower price than a comparable issue of securities with greater market liquidity. A reduced market value and liquidity may also make the trading price of such remaining Existing 2020 Notes more volatile.

As a result, the market price for Existing 2020 Notes that remain outstanding after the completion of the Exchange Offer may be adversely affected as a result of the Exchange Offer. None of the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent has any duty to make a market in any such remaining Existing 2020 Notes.

Uncertainty as to the trading market for the New Notes

The Issuer does not intend to make any application for the admission to trading and the listing of the New Notes other than for admission to the Official List and to trading on the ORB. It is expected that the New Notes will be admitted to the Official List and to trading on the ORB.

There is no existing trading market for the New Notes prior to their admission to trading on the ORB. To the extent that the New Notes are traded, the price of the New Notes may fluctuate greatly depending on the trading volume and the balance between buy and sell orders, and there can be no assurance of future liquidity in the New Notes. The Exchange Offer is not conditional on the issuance of a minimum aggregate principal amount of Exchange New Notes, Additional Notes or New Notes generally, and the liquidity of the New Notes will be dependent on the level of acceptances by the Issuer of valid submissions to exchange Existing 2020 Notes, as potentially added to by any Additional Notes issued under the Cash Offer if the Cash Offer is consummated by the Issuer (although Prospective Investors should note that the Issuer is not under any obligation to continue with or to issue any Additional Notes pursuant to the Cash Offer).

Holders are urged to contact their brokers to obtain the best available information as to the potential market price and liquidity of the Exchange New Notes and for advice concerning the effect of the Exchange Offer on their Existing 2020 Notes and the terms of the Exchange Offer.

Market value of Existing 2020 Notes and Exchange New Notes

The Exchange Offer may not reflect the market value of the Existing 2020 Notes or the Exchange New Notes. Neither the Issuer nor the Dealer Managers has made any determination that the Exchange Offer represents a fair valuation of either the Existing 2020 Notes or the Exchange New Notes.

Holders must validly offer for exchange a nominal amount of Existing 2020 Notes equal to or greater than the Minimum Submission Amount in order to receive Exchange New Notes pursuant to the Exchange Offer

In order to receive Exchange New Notes pursuant to the Exchange Offer, a Holder must validly offer for exchange a nominal amount of the Existing 2020 Notes at least equal to the Minimum Submission Amount (being £1,000 in nominal amount of Existing 2020 Notes). A Holder that holds Existing 2020 Notes having a nominal amount which is less than the Minimum Submission Amount must, if it wishes to receive Exchange New Notes pursuant to the Exchange Offer, first acquire such additional Existing 2020 Notes as is necessary to enable that Holder to be able to offer for exchange Existing 2020 Notes equal to at least the Minimum Submission Amount.

Future actions

Whether or not the Exchange Offer is completed, the Issuer and its affiliates may continue to acquire, from time to time during or after the Exchange Offer, Existing 2020 Notes other than pursuant to the Exchange Offer, including through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the prices to be paid pursuant to the Exchange Offer and could be for cash or other consideration or otherwise on terms more or less favourable than those contemplated in the Exchange Offer.

No obligation to accept offers to exchange

The Issuer is not under any obligation to accept, and shall have no liability to any person for any nonacceptance of, any offer of Existing 2020 Notes for exchange pursuant to the Exchange Offer. Offers of Existing 2020 Notes for exchange may be rejected in the sole and absolute discretion of the Issuer for any reason and the Issuer is not under any obligation to Holders to furnish any reason or justification for refusing to accept an offer of Existing 2020 Notes for exchange. For example, offers of Existing 2020 Notes for exchange may be rejected if the Exchange Offer is terminated, if the Exchange Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

Responsibility for complying with the procedures of the Exchange Offer

Holders of Existing 2020 Notes are responsible for complying with all of the procedures for offering Existing 2020 Notes for exchange. None of the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent assumes any responsibility for informing any holder of Existing 2020 Notes of irregularities with respect to such Holder's participation in the Exchange Offer.

Differences between the Existing 2020 Notes and the Exchange New Notes

There are a limited number of differences between the terms and conditions on which the Existing 2020 Notes (the "Existing 2020 Notes Conditions") were issued and the Exchange New Notes Conditions (see "Summary of Certain Differences between the Existing 2020 Notes and the Exchange New Notes" below). Without prejudice to the foregoing, Holders should review the Base Prospectus, including in particular the Programme Risk Factors, the Exchange New Notes Conditions and the Exchange New Notes Final Form in their entirety, before making a decision whether to offer Existing 2020 Notes for exchange pursuant to the Exchange Offer.

Completion, termination and amendment

Until the Issuer announces whether it has decided to accept valid offers of Existing 2020 Notes for exchange pursuant to the Exchange Offer, no assurance can be given that the Exchange Offer will be completed. This may depend upon the satisfaction or waiver of the conditions of the Exchange Offer. Existing 2020 Notes that are not successfully offered for exchange pursuant to the Exchange Offer will remain outstanding.

In addition, subject to applicable law and as provided in this Exchange Offer Memorandum, the Issuer may, in its sole discretion, extend, re-open, amend or terminate the Exchange Offer, and may, in its sole discretion, waive any of the conditions to the Exchange Offer, in each case at the times and as described in paragraph 20 "Amendment and Termination" of the terms of the Exchange Offer (the "Exchange Offer Terms") which are set out in the section of this Exchange Offer Memorandum headed "Exchange Offer Terms". The Issuer is furthermore entitled to terminate the Exchange Offer at any time after its commencement to (and including) the day prior to the Settlement Date. (The detail of this entitlement is also set out in paragraph 20 (Amendment and Termination) of the Exchange Offer Terms.)

Exchange Instructions irrevocable

Exchange Instructions will be irrevocable except in the limited circumstances described in paragraph 21 (Revocation rights) of the Exchange Offer Terms below.

Compliance with offer and distribution restrictions

Holders of Existing 2020 Notes are referred to the offer and distribution restrictions in "Offer and Distribution Restrictions" and the agreements, acknowledgements, representations, warranties and undertakings in "Procedures for Participating in the Exchange Offer", which Holders will make on submission of an Exchange Instruction. Non-compliance with the offer and distribution restrictions could result in the unwinding of trades and/or in significant costs for Investors.

Responsibility to consult advisers

None of the Issuer, the Guarantors, their directors, the Dealer Managers or the Exchange Agent makes any recommendation to any Holder of Existing 2020 Notes as to whether the Holder should exchange its Existing 2020 Notes, or refrain from taking any action in the Exchange Offer with respect to any of such Holder's Existing 2020 Notes, and none of them has authorised any person to make any such recommendation. Holders should consult their own tax, accounting, financial and legal advisers regarding the suitability to themselves of the tax or accounting consequences of participating in the Exchange Offer and an investment in the Exchange New Notes. None of the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent has made or will make any assessment of the merits of the offer or of the impact of the Exchange Offer on the interests of Holders either as a class or as individuals.

Restrictions on transfer of Existing 2020 Notes

When considering whether to participate in the Exchange Offer, Holders should take into account that restrictions on the transfer of Existing 2020 Notes by Holders will apply from the time of submission of Exchange Instructions. A Holder will, on submitting an Exchange Instruction, agree that its Existing 2020 Notes will be blocked in the relevant account in the relevant Clearing System, from the date the relevant Exchange Instruction is submitted until the earlier of:

(a) the time of settlement on the Settlement Date; and
(b) the date of any termination of the Exchange Offer (including where such Existing 2020 Notes are not accepted by the Issuer for exchange) or on which the Exchange Instruction is validly revoked, in the limited circumstances in which such revocation is permitted, in accordance with the applicable procedures set forth in the section "Procedures for Participating in the Exchange Offer" of this Exchange Offer Memorandum.

INFORMATION ABOUT THE EXCHANGE NEW NOTES

		Refer to
What are the Exchange New Notes?	The Exchange New Notes are Sterling denominated 7.75 per cent. Notes due 2023 issued by the Issuer. The Exchange New Notes will be denominated in an amount of £100 per New Note. The Exchange New Notes will be issued under the Exchange Offer. The Exchange New Notes will be issued with a fixed rate of interest of 7.75 per cent. per annum payable semi-annually in arrear on each Interest Payment Date and with a Fixed Coupon Amount of £3.875 per £100. "Fixed rate" means the interest rate payable by the Issuer on the Exchange New Notes is fixed, for the life of the Exchange New Notes, as a set percentage at the time of issue. The terms of the Exchange New Notes are set out in the Exchange New Notes Final Terms.	Terms and Conditions beginning on page 107 of the Base Prospectus
Are other notes being issued at the same time?	In addition to the Exchange New Notes, the Issuer will, if the Cash Offer is consummated, issue additional notes (the "Additional Notes") in addition to the Exchange New Notes issued pursuant to the Exchange Offer. Any Additional Notes will be issued on identical terms and conditions to the Exchange New Notes Final Terms and the Exchange New Notes Conditions, including in respect of their Maturity Date and Rate of Interest – except that the Exchange New Notes will be issued under the Exchange Offer (that is to say in exchange for Existing 2020 Notes) whereas the Additional Notes will be issued under the Cash Offer, which is being made pursuant to the Base Prospectus (not the Exchange Offer Memorandum) and for a cash price. The Additional Notes will benefit from the same guarantee as holders of the Exchange New Notes (see below "Will the Exchange New Notes be Guaranteed?"). The "New Notes" (being the aggregate issue of the Exchange New Notes and the Additional Notes) will form a single series.	Terms and Conditions beginning on page 107 of the Base Prospectus, the Exchange New Notes Final Terms beginning on page 58
How are Exchange New Notes issued?	The Exchange New Notes are issued under the Programme under the terms of (i) the Exchange New Notes Final Terms which constitute a pricing supplement to this Exchange Offer Memorandum and which are set out in the section of this Exchange Offer Memorandum headed "Final Terms"; and (ii) the Terms and Conditions which are set out in the section of the Base Prospectus headed "Terms and Conditions of the Notes" (the "Exchange New Notes Conditions"). The Exchange New Notes Final Terms will be submitted to the Financial Conduct Authority (the "FCA") and the London Stock Exchange plc and published by the Issuer in accordance with the Prospectus Directive.	Terms and Conditions beginning on page 107 of the Base Prospectus and the Exchange New Notes Final Terms beginning on page 58

What is the relationship between the Issuer and the Group?	All references to the Group are to IPF, its subsidiaries (which include the Guarantors) and its subsidiary undertakings taken as a whole. IPF is the ultimate holding company of the Group. IPF's financial condition depends upon the receipt of funds provided by other members of the Group.	N/A
Why have the Exchange New Notes been issued?	The purpose of offering the Exchange New Notes under the Exchange Offer is to extend the maturity profile of part of the Issuer's debt financing.
Have any notes been issued previously under the Programme?	As of the date of this Exchange Offer, IPF has made 15 drawings under the Programme.	N/A
What is the price of the Exchange New Notes?	The Exchange New Notes will be issued at their nominal amount in exchange for the tendering of Existing 2020 Notes, at a ratio of 1:1. This means that for every £100 of Existing 2020 Notes when valued in their nominal amount, a Holder would receive £100 in nominal amount of Exchange New Notes. In addition, for every £100 of Existing 2020 Notes (again when valued in their nominal amount), a Holder would receive an exchange fee of £1.50.	The Exchange New Notes Final Terms beginning on page 58 The Exchange Offer – 6 beginning on page 37
What is the yield on the Exchange New Notes?	The yield in respect of the Exchange New Notes will be calculated on the basis of the Issue Price and an indicative yield is specified in the Exchange New Notes Final Terms. This indicative yield is not an indication of future price. Prospective Investors can find a sample calculation of yield set out on pages 166- 167 of the Base Prospectus.	General information – 14 beginning on page 165 of the Base Prospectus, the Exchange New Notes Final Terms beginning on page 58
Will the Exchange New Notes be secured?	The Issuer's obligations to pay interest and principal on the Exchange New Notes will not be secured either by any of the Issuer's or any other member of the Group's assets, revenues or otherwise. The terms and conditions of the Exchange New Notes do, however, contain a "negative pledge", which gives the Noteholders some protection from the Issuer or Guarantors creating security in favour of other creditors holding securities similar to the Exchange New Notes.	Terms and Conditions beginning on page 107 of the Base Prospectus

Will the Exchange New Notes be Guaranteed?	The payment of all amounts owing in respect of the Exchange New Notes will, in certain circumstances, be unconditionally and irrevocably guaranteed on a joint and several basis by each of IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited under their respective guarantees in respect of such Exchange New Notes (the "Guarantee") (in such capacity, each of IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited is referred to as a "Guarantor", and together they are referred to as the "Guarantors"). "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.	N/A
Will the Exchange New Notes have a credit rating?	Yes, the Exchange New Notes are expected to be rated BB by Fitch Ratings Ltd and Ba3 by Moody's Investors Service Limited. Further information on the credit rating of the Exchange New Notes, the Programme and the Issuer can be found at the start of this Exchange Offer Memorandum under the heading "Credit RatingAgency Regulation notice".	Important Notices – Credit Rating Agency Regulation notice beginning on page 3, Summary – B.17 on page 13
Will the Exchange New Notes have voting rights?	Holders of notes issued under the Programme, including the Exchange New Notes, have certain rights to vote at meetings of Noteholders of the relevant Series but are not entitled to vote at any meeting of shareholders of the Issuer or of any other member of the Group.	Terms and Conditions of the Notes – 11 Meetings of Noteholders, Modification, Waiver and Substitution beginning on page 134 of the Base Prospectus
Will I be able to trade the Exchange New Notes?	Applications are expected to be made to (i) the FCA in its capacity as competent authority for the New Notes (including both the Exchange New Notes and the Additional Notes) to be admitted to the official list of the United Kingdom Listing Authority; and (ii) the London Stock Exchange plc for the New Notes (including both the Exchange New Notes and the Additional Notes) to be admitted to trading on the London Stock Exchange's regulated market. Once listed and admitted to trading, the New Notes may be purchased or sold through a broker. The market price of New Notes may be higher or lower than their issue price depending on, among other	General Information – 1 on page 165 of the Base Prospectus

	things, the level of supply and demand for such New Notes, movements in interest rates and the financial performance of the Issuer, the Guarantors and the Group. (See the "Risk Factors" section of the Base Prospectus and the factor under the heading "Risk Factors – Risks related to the market generally – The secondary market generally").
What will Holders of the Exchange New Notes receive in a winding up of the Issuer and the Group?	given of the	If the Issuer or a Guarantor becomes insolvent and is unable to pay its debts, an administrator or liquidator would be expected to make distributions to its creditors in accordance with a statutory order of priority. An Investor's claim as a Noteholder would be expected to rank after the claims of any holders of the Issuer or Guarantor's secured debt or other creditors that are preferential treatment by applicable laws of mandatory application relating to creditors, but ahead of the Issuer's, or Guarantor's, shareholders, as applicable. A simplified diagram illustrating the expected ranking Exchange New Notes compared to other creditors of the Issuer and the Guarantors, as the case		N/A
		may be, is set out below.
		Type of obligation	Examples of obligations
	Highest ranking	Proceeds of fixed charge assets	Currently none
		Expenses of liquidation/ administration	Currently none
		Preferential creditors	Including remuneration due to employees
		Proceeds of floating charge assets	Currently none
		Unsecured obligations, including guarantees in respect of them	Including any Notes of the Issuer to be issued under the Programme and the Guarantee of the Guarantors. Also includes unsecured obligations (including guarantee obligations) in respect of various Group banking facilities and other financings
	Lowest ranking	Shareholders	Ordinary shareholders
	holds a	substantial majority	However, as well as being aware of the ranking of the notes issued under the Programme compared to the other categories of creditor and the shareholders of the Issuer, Prospective Investors should note that the Issuer of its assets in its subsidiaries. (See "Business Description of International

	Personal Finance plc and The Group – Organisational structure" on page 56 of the Base Prospectus for details of the Issuer's principal subsidiaries.)
assets A	The Issuer's right (and, where relevant, a Guarantor's rights) to participate in a distribution of its subsidiaries' upon their liquidation, insolvency is generally subject to any claims made against the subsidiaries, including secured creditors such as any lending bank and trade creditors. The obligations of the Issuer under any of the Exchange New Notes issued by it and of any Guarantor are therefore structurally subordinated to any liabilities of that entity's subsidiaries. Structural subordination in this context means that, in the event of a winding up or insolvency of the Issuer's subsidiaries, any creditors of that subsidiary would have preferential claims to the assets of that subsidiary ahead of any creditors of the Issuer (i.e. including Noteholders). simplified diagram	re-organisation illustrating the structural	or
	subordination of the Issuer's obligations under the Exchange New Notes to any liabilities of the Issuer's subsidiaries referred to above is set out below. By way of example, reference is made to an indirect subsidiary of the Issuer (and a Guarantor under the Programme), International Personal Finance Investments Limited ("IPFIL"), but Prospective Investors should note that this diagram applies equally to all Guarantors' obligations:
	Type of obligation	Examples of obligations
Highest ranking	Proceeds of fixed charge assets	Currently none
	Expenses of liquidation/administration	Currently none
	Preferential creditors	Including remuneration due to IPFIL's employees
	Proceeds of floating charge assets	Currently none
	Unsecured obligations, including guarantees in respect of them	E.g. trade creditors and unsecured obligations (including obligations as borrower or guarantor) in respect of various Group banking facilities and other financings. Also includes the Guarantee of the obligations under the Notes for so long as IPFIL is a Guarantor
Lowest ranking	Shareholders	IPFIL's sole shareholder, IPF Holdings Limited, which is a direct subsidiary of IPF

Who w ill represent the interests of the Exchange New Note Noteholders?	The Law Debenture Trust Corporation p.l.c. (the "Trustee") is appointed to act on behalf of the Exchange New Note Noteholders and the Additional Note Noteholders as an intermediary between Noteholders and the Issuer and the Guarantors (if applicable) throughout the life of the Exchange New Notes and the Additional Notes (if any). The main obligations of the Issuer and the Guarantors (if applicable) (such as the obligation to pay and observe the various covenants in the Terms and Conditions of the Exchange New Notes) are owed to the Trustee. These obligations are, in the normal course, enforceable by the Trustee only, not the Noteholders themselves. Although the entity chosen to act as Trustee is chosen and appointed by the Issuer, the Trustee's role is to protect the interests of	N/A V.4.10
Can the Terms and Conditions of the Exchange New Notes be amended?	the relevant Series of Noteholders as a class. The Terms and Conditions of the Exchange New Notes provide that the Trustee may, without the consent of the New Note Noteholders, agree to: (a) waive, modify or authorise any breach or proposed breach of any provisions of the Trust Deed if, in the opinion of the Trustee, such modification is not prejudicial to the interests of the New Notes Noteholders; (b) any modification of any of the provisions of the Trust Deed that is, in the opinion of the Trustee, of a formal, minor or technical nature or is made to correct a manifest error; (c) the substitution of another company as principal debtor under the New Notes in place of the Issuer, in certain circumstances, and subject to the satisfaction of certain conditions; and (d) the release of a Guarantor in certain circumstances. New Notes Noteholders may also sanction a modification of the Terms and Conditions of the Exchange New Notes by passing an Extraordinary Resolution.	Terms and Conditions of the Notes – 11 Meetings of Noteholders, Modification, Waiver and Substitution beginning on page 134 of the Base Prospectus
Has the Issuer consented to anyone offering me the Exchange New Notes?	The Issuer has authorised Peel Hunt LLP, City & Continental Ltd, iDealing.com Limited and Equiniti Financial Services Limited (trading as Selftrade, Shareview and/or Saga Share Direct) to offer Prospective Investors the Exchange New Notes. In addition, the Issuer has, in the Exchange New Notes Final Terms, given "General Consent" for persons complying with various conditions to offer the Exchange New Notes to Prospective Investors (these conditions include, for example, that the Exchange New Notes may only be offered in specified jurisdictions and within certain time limits). If a Prospective Investor is unclear on whether or not a person offering him the Exchange New Notes (other than Peel Hunt LLP, City & Continental Ltd, iDealing.com Limited and Equiniti Financial Services Limited (trading as Selftrade, Shareview and/or Saga Share Direct)) has the Issuer's consent to do so, the Prospective Investor should as a starting point look on the website of the person offering them the Exchange New Notes for what is called an "Acceptance Statement" confirming that that person has complied with the conditions attached to the consent. If no such "Acceptance Statement" appears, then the person is not authorised to offer the Prospective Investor the Exchange New Notes.	Exchange New Notes Final Terms beginning on page 58 Important Legal Information on page 99 of the Base Prospectus

	Although this is a good first step to checking that the person offering a Prospective Investor the Exchange New Notes has been authorised to do so,unfortunately it is not conclusive (as the person offering still has to comply with various conditions). Details of these conditions are provided in the Exchange New Notes Final Terms. If a Prospective Investor is in any doubt as to whether or not a person who offers him Exchange New Notes is authorised to do so, the Prospective Investor should seek independent legal advice.
What if I have further queries?	If Prospective Investors are unclear in relation to any matter, or uncertain if the Exchange New Notes are a suitable investment, they should seek professional advice from their broker, solicitor, accountant or other independent financial adviser before deciding whether to invest.	N/A

SUMMARY OF CERTAIN DIFFERENCES BETWEEN THE EXISTING 2020 NOTES AND THE EXCHANGE NEW NOTES

There are limited differences between the Existing 2020 Notes and the Exchange New Notes for which the Existing 2020 Notes will be exchanged pursuant to the Exchange Offer. Holders should carefully consider all such differences before any decision is made with respect to the Exchange Offer. The Exchange New Notes Conditions are set out in the Base Prospectus in the section headed "Terms and Conditions of the Notes".

For the convenience of Holders, certain differences between the Existing 2020 Notes and the Exchange New Notes are set out in the table below. The information contained in the chart is a summary only and should not be taken to be a complete description of the particular provision summarised or as an exhaustive list of all differences between the Existing 2020 Notes and the Exchange New Notes. In particular, this chart does not set out certain differences between the Existing 2020 Notes Conditions and the Exchange New Notes Conditions which (i) represent minor amendments to correct typographical errors, amend defined terms, reflect changes in law or generally improve drafting; and/or (ii) would not be relevant or material in the context of a decision to participate (or decline to participate) in the Exchange Offer.

The summary below is qualified by reference to the Existing 2020 Notes Conditions, the information contained in this Exchange Offer Memorandum (including all the information incorporated by reference into it), the Exchange New Notes Conditions and the Exchange New Notes Final Terms. Holders are advised to review such information and documents in their entirety.

	Existing 2020 Notes	Exchange New Notes
Class:	Sterling denominated 6.125 per cent. Notes due 2020 (ISINXS0919406800)	Sterling denominated 7.75 per cent. Notes due 2023 (ISIN XS1998163148)
Guarantors:	IPF Holdings Limited, International Personal Finance Investments Limited and IPF International Limited	IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited
Aggregate Nominal Amount:	£101,500,000 as at the date of this Exchange Offer Memorandum	The aggregate nominal amount of the New Notes (being the aggregate nominal amount of the Exchange New Notes and the Additional Notes) will be specified in the confirmation announcement referred to in the Exchange New Notes Final Terms. The Exchange Ratio is 1:1.
Issue Date:	8 May 2013	On or around 14 June 2019
Scheduled Maturity Date:	8 May 2020	14 December 2023
Ratings:	The Programme and Existing 2020 Notes were rated BB+ (Fitch) on issuance of the Existing 2020 Notes and are currently rated BB (Fitch)	The Programme is currently rated, and Exchange New Notes are expected to be rated, BB (Fitch) and Ba3 (Moody's)
Interest Rate:	6.125 per cent. per annum	7.75 per cent. per annum

Taxation: The obligation of the Issuer and the Guarantors to make payments in respect of the Exchange New Notes without withholding or deduction for any taxes, duties, assessment or governmental charges does not apply where a holder of the Exchange New Notes would be able to avoid such a withholding or deduction by satisfying any statutory requirement, but fails to do so. See condition 8(c) (Taxation) of the Exchange New Notes Conditions.

THE EXCHANGE OFFER

1. The Exchange Offer

The Issuer hereby invites Holders of the Existing 2020 Notes (subject to the offer restrictions referred to in "Offer and Distribution Restrictions") to offer to exchange any and all of their Existing 2020 Notes for Sterling denominated 7.75 per cent. Notes due 2023 (the "Exchange New Notes") to be issued by the Issuer, with such exchange being made subject to the terms of this Exchange Offer Memorandum (the "Exchange Offer"). The nominal value of the Exchange New Notes which a Holder of Existing 2020 Notes will receive in exchange for tendering their Existing 2020 Notes is set out below.

In order to participate in the Exchange Offer, a Holder must validly offer for exchange at least £1,000 in nominal amount of Existing 2020 Notes (the "Minimum Submission Amount").

Each Holder whose Existing 2020 Notes are accepted for exchange will receive on the settlement of the Exchange Offer, which is expected to take place on or around 14 June 2019 (the "Settlement Date"), (i) £100 in nominal amount of Exchange New Notes for each £100 in nominal amount of Existing 2020 Notes validly offered and accepted for exchange by the Issuer; (ii) the Accrued Interest Payment; and (iii) the Exchange Fee (in each case as defined below – see "Accrued Interest" and "Exchange Fee" below).

From the Settlement Date, each Holder of Existing 2020 Notes whose Existing 2020 Notes are accepted for exchange will, upon exchange of such Existing 2020 Notes for Exchange New Notes, cease to hold any such 2020 Notes that have been accepted for exchange and all their rights in respect of such Existing 2020 Notes will cease.

The procedures for participating in the Exchange Offer are set out in the section of this Exchange Offer Memorandum headed "Procedures for participating in the Exchange Offer" including, importantly, how Holders of Existing 2020 Notes offer or arrange for their Existing 2020 Notes to be offered in exchange for Exchange New Notes.

A Holder's offer to exchange will be deemed to be made at the time of receipt by the Exchange Agent of such Holder's valid Exchange Instruction.

Before making a decision whether to offer Existing 2020 Notes for exchange, Holders should carefully consider all of the information in this Exchange Offer Memorandum (including all the information incorporated by reference in it) and in particular, the risk factors described or referred to in "Risk Factors" and the Programme Risk Factors.

2. Commencement and Termination of the Exchange Offer

The Exchange Offer commences on the date of this Exchange Offer Memorandum.

The Exchange Offer will expire at 12 noon (London time) on 7 June 2019 (the "Exchange Offer Deadline"), unless extended, re-opened or terminated as provided in this Exchange Offer Memorandum. In order for a Holder of Existing 2020 Notes to participate in the Exchange Offer, the Exchange Agent must have received Exchange Instructions in respect of the Existing 2020 Notes which that Holder intends to exchange for Exchange New Notes by the Exchange Offer Deadline.

The deadline set by any intermediary or clearing system will be earlier than this deadline.

3. Irrevocability of Exchange Instructions

The submission of a valid Exchange Instruction in accordance with the procedures set out in this section "Procedures for Participating in the Exchange Offer" will be irrevocable (except in the limited circumstances described in "Amendment and Termination"). "irrevocable" means that the submission of an Exchange Instruction cannot be revoked at a later date.

4. Rationale for the Exchange Offer

The purpose of the Exchange Offer is to extend the maturity profile of part of the Issuer's debt financing. The Exchange Offer provides Holders with the opportunity to exchange their holdings of the Existing 2020 Notes for the Exchange New Notes.

5. Accrued Interest

The Issuer will pay accrued and unpaid interest in cash from and including the interest payment date of the Existing 2020 Notes immediately preceding the Settlement Date to but excluding the Settlement Date (the "Accrued Interest Payment") in respect of all Existing 2020 Notes validly offered and delivered and accepted for exchange by the Issuer pursuant to the Exchange Offer. See "Delivery of Exchange New Notes and payment" below for further details on timing and mechanics relating to the Accrued Interest Payment.

6. Exchange Fee

The Issuer will pay an exchange fee to each Holder of the Existing 2020 Notes in cash in the amount of £1.50 per £100 in nominal amount of Existing 2020 Notes (i) validly offered and delivered by such Holder; and (ii) accepted for exchange by the Issuer, in each case pursuant to the Exchange Offer (the "Exchange Fee"). See "Delivery of Exchange New Notes and payment" below for further details on timing and mechanics relating to the Exchange Fee.

7. Exchange New Notes

The Exchange New Notes will be issued under the Programme pursuant to the Exchange New Notes Final Terms and Terms and Conditions contained in this Exchange Offer Memorandum. The Exchange New Notes are expected to be admitted to the official list of the Financial Conduct Authority (the "Official List") and to trading on the ORB.

8. Differences between the Existing 2020 Notes and the Exchange New Notes

There are a limited number of differences between the Existing 2020 Notes Conditions and the Exchange New Notes Conditions. Holders are advised to review this Exchange Offer Memorandum and the Exchange New Notes Conditions in their entirety before making a decision whether to offer their Existing 2020 Notes for exchange. See "Summary of Certain Differences between the Existing 2020 Notes and the Exchange New Notes" above.

9. Additional Notes

In addition to the Exchange New Notes, the Issuer may choose to issue additional Sterling denominated 7.75 per cent. Notes due 2023 (the "Additional Notes") that form a single series with the Exchange New Notes from the Settlement Date. The Additional Notes, if issued, will be issued on identical terms and conditions to the Exchange New Notes Final Terms and the Exchange New Notes Conditions including in respect of their Maturity Date and Rate of Interest. The Additional Notes will benefit from the same guarantee as holders of the Exchange New Notes.

10. Existing 2020 Notes not exchanged

Holders of Existing 2020 Notes who do not participate in the Exchange Offer (including any Holder that is not eligible to participate in the Exchange Offer, whether due to the Minimum Submission Amount required, the offer restrictions referred to in "Offer and Distribution Restrictions" or otherwise), or whose Existing 2020 Notes are not accepted for exchange by the Issuer, will continue to hold their Existing 2020 Notes subject to the Terms and Conditions of the Existing 2020 Notes.

If the Issuer accepts any Existing 2020 Notes for exchange, the Issuer will then accept all Existing 2020 Notes that are validly offered pursuant to the Exchange Offer Terms including, for the avoidance of doubt, paragraph 2 (Commencement and Termination of the Exchange Offer) and paragraph 13 (Offers for exchange and Exchange Instructions) of the Exchange Offer Terms.

11. Announcement of Results of Exchange Offer

The Issuer will announce on the Business Day immediately following the Exchange Offer Deadline, its decision whether to accept valid offers of Existing 2020 Notes for exchange pursuant to the Exchange Offer and, if so accepted, the final aggregate amount of:

(a) Existing 2020 Notes accepted for exchange; and
(b) Exchange New Notes and Additional Notes (if any) to be issued and delivered,

(the "Announcement of Results").

"Business Day" means a day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in London.

12. Delivery of Exchange New Notes and payment

If Existing 2020 Notes validly offered for exchange pursuant to the Exchange Offer are accepted for exchange by the Issuer, the corresponding Exchange New Notes will be delivered and the Accrued Interest Payment and Exchange Fee in respect of such accepted Existing 2020 Notes will be paid by or on behalf of the Issuer in immediately available funds on the Settlement Date.

At settlement of the Exchange Offer, the Exchange New Notes will be delivered and the Accrued Interest Payments made and Exchange Fees paid to the Clearing System accounts in which the relevant Existing 2020 Notes are held or (in the case of holders of CDIs) to CREST International Nominees Limited (the "CREST Nominee") through which CREST Depository Limited (the "CREST Depository") will hold interests (if any) in the Exchange New Notes.

The delivery of such Exchange New Notes and payment of such Accrued Interest Payments and Exchange Fees to the Clearing Systems will discharge the obligation of the Issuer to all such Holders in respect of the delivery of the Exchange New Notes and payment of the Accrued Interest Payments and Exchange Fees.

Provided the Issuer delivers, or has delivered on its behalf, the Exchange New Notes, and makes, or has made on its behalf, full payment of the Accrued Interest Payments and Exchange Fees for all Existing 2020 Notes accepted for exchange pursuant to the Exchange Offer to the relevant Clearing Systems, on or before the Settlement Date, under no circumstances will any additional distribution or interest be payable to a Holder because of any delay in the delivery of the Exchange New Notes by, or transmission of funds from, the relevant Clearing System or any other intermediary with respect to such Existing 2020 Notes of that Holder.

13. Offers for exchange and Exchange Instructions

The Issuer expressly reserves the right, in its sole discretion, to delay acceptance of Existing 2020 Notes offered for exchange pursuant to the Exchange Offer in order to comply with applicable laws. In all cases, the Issuer will only accept Existing 2020 Notes offered for exchange pursuant to the Exchange Offer after the submission of a valid Exchange Instruction which is received prior to the Exchange Offer Deadline and in accordance with the procedures described in these Exchange Offer Terms and the "Procedures for Participating in the Exchange Offer". In the case of Existing 2020 Notes held in a Clearing System, these procedures include the blocking of the Existing 2020 Notes offered for exchange in the relevant account in the applicable Clearing System from the date the relevant Exchange Instruction is submitted until the earlier of (i) the time of settlement on the Settlement Date, and (ii) the date of any termination of the Exchange Offer (including where such Existing 2020 Notes are not accepted by the Issuer for exchange) or on which the Exchange Instruction is validly revoked, in the circumstances in which such revocation is permitted.

The Issuer will at all times have the discretion to accept any Existing 2020 Notes offered for exchange, the offer of which would otherwise be invalid or, in the sole opinion of the Issuer, may otherwise be invalid. See also "Risk Factors".

The Issuer is not under any obligation to accept, and shall have no liability to any person for any nonacceptance of, any offer of Existing 2020 Notes for exchange pursuant to the Exchange Offer. Offers of Existing 2020 Notes for exchange may be rejected in the sole discretion of the Issuer for any reason and the Issuer is not under any obligation to Holders of Existing 2020 Notes to furnish any reason or justification for refusing to accept an offer of Existing 2020 Notes for exchange. For example, offers of Existing 2020 Notes for exchange may be rejected if the Exchange Offer is terminated, if such offer of Existing 2020 Notes for exchange does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law and as provided in this Exchange Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in this Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made. See "Amendment and Termination". Holders are advised that the Issuer may, in its sole discretion, accept offers of Existing 2020 Notes for exchange pursuant to the Exchange Offer on more than one date if the Exchange Offer is extended or re-opened.

The failure of any person to receive a copy of this Exchange Offer Memorandum or any announcement made or notice issued in connection with the Exchange Offer shall not invalidate any aspect of the Exchange Offer. No acknowledgement of receipt of any Exchange Instructions and/or other documents will be given by the Issuer or by Lucid Issuer Services Limited (the "Exchange Agent").

14. Announcements

Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are on the last page of this Exchange Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Holders are therefore urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offer. In addition, holders of Existing 2020 Notes may contact the Dealer Managers for information using the contact details on the last page of this Exchange Offer Memorandum.

15. Governing law and jurisdiction

The Exchange Offer, each Exchange Instruction, any exchange of Existing 2020 Notes pursuant to the Exchange Offer and any non-contractual obligations arising out of or in connection with the Exchange Offer shall all be governed by and construed in accordance with English law.

By submitting an Exchange Instruction, the relevant Holder irrevocably and unconditionally agrees for the benefit of the Issuer, the Guarantors, the Dealer Managers and the Exchange Agent that the courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with the Exchange Offer, such Exchange Instruction, any exchange of Existing 2020 Notes pursuant to the Exchange Offer or any non-contractual obligations arising out of or in connection with the foregoing and that, accordingly, any suit, action or proceedings arising out of or in connection with any such dispute may be brought in such courts.

16. General

Before making a decision whether to offer Existing 2020 Notes for exchange, Holders should carefully consider all of the information in this Exchange Offer Memorandum (including all of the information in the Base Prospectus incorporated by reference into this Exchange Offer Memorandum) and, in particular, the risk factors described or referred to in the section headed "Risk Factors" of this Exchange Offer Memorandum and the Programme Risk Factors.

Holders of the Existing 2020 Notes should consult their tax advisers as to the tax consequences in the country in which they are resident for tax purposes of the Exchange Offer and of the ownership and transfer of the Exchange New Notes. See the section entitled "Tax Consequences" in this Exchange Offer Memorandum.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing 2020 Notes whether such intermediary needs to receive instructions from a Holder before the deadlines specified in this Exchange Offer Memorandum in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission and withdrawal of Exchange Instructions will also be earlier than the relevant deadlines specified in this Exchange Offer Memorandum.

Questions and requests for assistance in connection with the (a) Exchange Offer, may be directed to the Dealer Managers, and (b) delivery of Exchange Instructions, may be directed to the Exchange Agent, the contact details for each of whom are on the last page of this Exchange Offer Memorandum.

Any questions or requests for information in connection with this Exchange Offer Memorandum may be directed to the Dealer Managers using the contact details set out on the back cover of this Exchange Offer Memorandum. Any questions or requests for assistance in connection with the delivery of Exchange Instructions or requests for additional copies of this Exchange Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Exchange Agent using the contact details provided on the back cover of this Exchange Offer Memorandum.

Before making a decision with respect to the Exchange Offer, Holders should carefully consider all of the information in this Exchange Offer Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors".

17. Acknowledgements and Representations

18. Exchange Instructions

A separate Exchange Instruction must be completed on behalf of each beneficial owner and must relate to an aggregate nominal amount of the Existing 2020 Notes of at least the Minimum Submission Amount.

19. Irregularities

All questions as to the validity, form, eligibility and valid revocation (including times of receipt) of the Exchange Instruction will be determined by the Issuer in its sole discretion, whose determination shall be final and binding.

The Issuer reserves the absolute right to reject any and all Exchange Instructions or revocation instructions not in proper form or for which any corresponding agreement by the Issuer to accept would, in the opinion of the Issuer, be unlawful. The Issuer also reserves the absolute right to waive any defects, irregularities or delay in the submission of any and all Exchange Instructions or revocation instructions and to waive any such defect, irregularity or delay in respect of particular offers of Existing 2020 Notes for exchange, whether or not the Issuer elects to waive similar defects, irregularities or any delay in respect of any other offers of Existing 2020 Notes for exchange.

Any defect, irregularity or delay must be cured within such time as the Issuer determines, unless waived by it. Exchange Instructions will be deemed not to have been made until such defects, irregularities or delays have been cured or waived. None of the Issuer, any Guarantor, the Dealer Managers or the Exchange Agent shall be under any duty to give notice to a Holder of any defects, irregularities or delays in an Exchange Instruction or revocation instruction, nor shall any of them incur any liability for failure to give such notice.

20. Amendment and Termination

Notwithstanding any other provision of the Exchange Offer, the Issuer may, subject to applicable laws, at its option and in its sole discretion, at any time before (i) in the cases of (a) to (c) below, any acceptance by it of the Exchange Offer, or (ii) in the case of (d) below, the Settlement Date:

(a) extend the Exchange Offer Deadline for, or re-open, the Exchange Offer (in which case all references in this Exchange Offer Memorandum to "Exchange Offer Deadline" shall, for the purposes of the Exchange Offer unless the context otherwise requires, be to the latest time and date to which the Exchange Offer Deadline has been so extended or the Exchange Offer re-opened);
(b) otherwise extend, re-open or amend the Exchange Offer in any respect (including, but not limited to, any increase, decrease, extension, re-opening or amendment, as applicable, in relation to the Exchange Offer Deadline, the date of the Announcement of Results or the Settlement Date);
(c) delay the acceptance of Exchange Instructions or exchange of Existing 2020 Notes validly submitted for exchange in the Exchange Offer until satisfaction or waiver of the conditions to the Exchange Offer, even if the Exchange Offer has expired; or
(d) terminate the Exchange Offer, including with respect to Exchange Instructions submitted before the time of such termination.

The Issuer also reserves the right at any time to waive any or all of the conditions of the Exchange Offer as set out in this Exchange Offer Memorandum.

The Issuer will make an announcement in respect of any such extension, re-opening, amendment or termination as soon as is reasonably practicable after the relevant decision is made. To the extent a decision is made to waive any condition of the Exchange Offer generally, as opposed to in respect of certain offers of Existing 2020 Notes for exchange only, the Issuer will make a similar announcement in respect of such decision as soon as is reasonably practicable after it is made.

At any time before offers to exchange are accepted pursuant to the Exchange Offer, the Issuer may, at its sole discretion, terminate the Exchange Offer, including with respect to Exchange Instructions submitted before the time of such termination, by giving notice of such termination as described under "Announcements" above.

21. Revocation Rights

If the Issuer:

(a) extends, re-opens, amends or terminates the Exchange Offer (other than, in the case of an amendment, to increase the Exchange Fee) or delays acceptance of Exchange Instructions or exchange of Existing 2020 Notes as described in Amendment and Termination above in any way that, in the opinion of the Issuer (in consultation with the Dealer Managers), is materially prejudicial to Holders that have already submitted Exchange Instructions in respect of the Exchange Offer before the announcement of such extension, re-opening, amendment or termination (which announcement shall include a statement that in the opinion of the Issuer such amendment is materially prejudicial to such Holders); or
(b) publishes a supplementary prospectus in respect of this Exchange Offer Memorandum or the Base Prospectus,

Holders who have submitted Exchange Instructions prior to the date of any announcement of an extension, re-opening, amendment or termination as described in paragraph (a) above or prior to the date of publication of any supplementary prospectus as described in paragraph (b) above shall have the right to withdraw such Exchange Instructions. Holders may only exercise this right prior to the end of the period of two Business Days beginning with the Business Day after the date on which the relevant announcement is made or supplementary prospectus is published. Holders who wish to withdraw their Exchange Instructions should contact their broker, including in order to determine any earlier deadlines required by the Clearing Systems and any intermediary through which Holders hold their Existing 2020 Notes.

Any extension or re-opening of the Exchange Offer (including any amendment in relation to the Exchange Offer Deadline, the date of the Announcement of Results and/or the Settlement Date) or waiver of any condition in accordance with the terms of the Exchange Offer as described in this section "Amendment and Termination" shall not be considered materially prejudicial to Holders that have already submitted Exchange Instructions before the announcement of such amendment.

Holders wishing to exercise any right of revocation as set out above should do so in accordance with the procedures set out in "Procedures for Participating in the Exchange Offer" above. Beneficial owners of Existing 2020 Notes that are held through an intermediary are advised to check with such entity when it needs to receive instructions to revoke an Exchange Instruction in order to meet the above deadline. For the avoidance of doubt, any Holder who does not exercise any such right of revocation in the circumstances and in the manner specified above shall be deemed to have waived such right of revocation and its original Exchange Instruction will remain effective.

EXPECTED TIMETABLE OF EVENTS

The times and dates below are indicative only.

Events		Times and Dates
	Announcement and Commencement of the Exchange Offer
	Exchange Offer announced. Notice of the Exchange Offer submitted to the Clearing Systems. Exchange Offer Memorandum available from the Exchange Agent upon request.	16 May 2019
	Notice of the Exchange Offer published via the Regulatory News Service of the London Stock Exchange ("RNS").
	Exchange Offer Deadline
	Final deadline for receipt of valid Exchange Instructions by the Exchange Agent in order for Holders to be able to participate in the Exchange Offer.	12 noon (London time) on 7 June 2019
	End of Exchange Period, subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer
	Announcement of Results	7 a.m. (London time) on 10 June 2019
	Settlement
	Expected settlement date for Exchange Offer, including:	14 June 2019
•	delivery of Exchange New Notes in exchange for Existing 2020 Notes validly offered for exchange by a Holder and accepted by the Issuer; and

• payment of Accrued Interest Payments and Exchange Fees.

The above times and dates are subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer (subject to applicable law and as provided in this Exchange Offer Memorandum). Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing 2020 Notes whether such intermediary needs to receive instructions from a Holder before the deadlines set out above in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission of Exchange Instructions will also be earlier than the deadlines above. For further details see "Procedures for Participating in the Exchange Offer".

Unless stated otherwise, announcements in connection with the Exchange Offer will be made by publication through the RNS. Announcements will also be made by (i) the delivery of notices to the Clearing Systems for communication to Direct Participants; and (ii) the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are on the last page of this Exchange Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offer. In addition, holders of Existing 2020 Notes may contact the Dealer Managers for information using the contact details on the last page of this Exchange Offer Memorandum.

PROCEDURES FOR PARTICIPATING IN THE EXCHANGE OFFER

Holders who need assistance with respect to the procedures for participating in the Exchange Offer should contact the Exchange Agent, the contact details for whom are on the last page of this Exchange Offer Memorandum.

Summary of action to be taken

The Issuer will only accept offers of Existing 2020 Notes for exchange pursuant to the Exchange Offer which are made by way of the submission of valid Exchange Instructions in accordance with the procedures set out in this section "Procedures for Participating in the Exchange Offer".

An "Exchange Instruction" means the electronic exchange and blocking instruction in the form specified in the relevant "Clearing System Notice", which must be submitted by (or on behalf of) as relevant a Holder of Existing 2020 Notes. A "Clearing System Notice" means the notice to be sent to Direct Participants by each of the Clearing Systems on or about the date of this Exchange Offer Memorandum, informing Direct Participants, of, amongst other things, the procedures to be followed in order to participate in the Exchange Offer.

"Holders" of the Existing 2020 Notes means:

(i) each person who is shown in the records of Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A. ("Clearstream, Luxembourg" and, together with Euroclear, the "Clearing Systems" and each a "Clearing System") as a holder of the Existing 2020 Notes;
(ii) each person who is shown in the records of Euroclear UK & Ireland Limited (formerly known as CREST Co Limited) ("CREST") as a holder of a dematerialised depository interest ("CDIs") issued, held, settled and transferred through CREST, representing interests in the Notes,

(the persons in (i) and (ii) above being "Direct Participants" and each being a "Direct Participant"); and

(iii) each beneficial owner of the Existing 2020 Notes holding such Existing 2020 Notes, directly or indirectly, in an account in the name of a Direct Participant acting on such beneficial owner's behalf,

except that for the purposes of the exchange of any Existing 2020 Notes for Exchange New Notes and the payment of any Accrued Interest Payment and Exchange Fee pursuant to the Exchange Offer, to the extent the beneficial owner of the relevant Existing 2020 Notes is not a Direct Participant, the Exchange New Notes will only be delivered and such payment will only be made by or on behalf of the Issuer through the relevant Clearing System or via CREST to the relevant Direct Participant and the delivery of such Exchange New Notes and making of such payment by or on behalf of the Issuer to such Clearing System or to CREST and by such Clearing System or by CREST to such Direct Participant will satisfy the respective obligations of the Issuer and such Clearing System or by CREST in respect of the exchange of such Existing 2020 Notes.

"Beneficial Owner" means a person who is the owner, either directly or indirectly, of an interest in a particular nominal amount of the Existing 2020 Notes, as shown in the records of Euroclear or Clearstream, Luxembourg or their Direct Participants.

To offer Existing 2020 Notes for exchange pursuant to the Exchange Offer where such Existing 2020 Notes are held in a Clearing System, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Exchange Instruction that is received by the Exchange Agent by the Exchange Offer Deadline.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing 2020 Notes whether such intermediary needs to receive instructions from a Holder before the deadlines specified in this Exchange Offer Memorandum in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission and withdrawal of Exchange Instructions will also be earlier than the relevant deadlines specified in this Exchange Offer Memorandum.

Responsibility for delivery of Exchange Instructions

(a) No responsibility: None of the Issuer, the Dealer Managers or the Exchange Agent will be responsible for the communication of any offer to exchange and corresponding Exchange Instructions by:
(i) Beneficial Owners to the Direct Participant through which they hold Existing 2020 Notes; or
(ii) the Direct Participant to the relevant Clearing System.
(b) Direct Participants: If a Beneficial Owner holds its Existing 2020 Notes through a Direct Participant, such Beneficial Owner should contact that Direct Participant to discuss the manner in which offers to exchange and transmission of the corresponding Exchange Instructions and, as the case may be, transfer instructions may be made on its behalf.
(c) Inability to submit instructions: In the event that the Direct Participant through which a Beneficial Owner holds its Existing 2020 Notes is unable to submit an Exchange Instruction on its behalf, such Beneficial Owner should contact the Exchange Agent for assistance.
(d) Timely delivery: Holders, Direct Participants and Beneficial Owners are solely responsible for arranging the timely delivery of their Exchange Instructions.
(e) Service fees: If a Beneficial Owner offers its Existing 2020 Notes through a Direct Participant, such beneficial owner should consult with that Direct Participant as to whether it will charge any service fees in connection with the participation in the Exchange Offer.

Holders should note that:

(i) each Beneficial Owner should submit (or arrange to have submitted on its behalf) a separate Exchange Instruction in respect of such Beneficial Owner's Existing 2020 Notes; and
(ii) a Beneficial Owner must not submit (or arrange to have submitted on its behalf) more than one Exchange Instruction in respect of the same Existing 2020 Notes.

Accordingly where an intermediary intends to submit Exchange Instructions on behalf of multiple beneficial owners who hold their Existing 2020 Notes through such intermediary, it must submit a separate Exchange Instruction in respect of each Beneficial Owner.

Exchange Instructions

The offering of Existing 2020 Notes for exchange by a Holder will be deemed to have occurred upon receipt by the Exchange Agent from the relevant Clearing System of a valid Exchange Instruction submitted in accordance with the requirements of such Clearing System. The receipt of such Exchange Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Existing 2020 Notes in the Holder's account with the relevant Clearing System so that no transfers may be effected in relation to such Existing 2020 Notes.

Holders must take the appropriate steps through the relevant Clearing System so that no transfers may be effected in relation to such blocked Existing 2020 Notes at any time after the date of submission of such Exchange Instruction, in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking such Existing 2020 Notes in the relevant Clearing System, each Direct Participant will be deemed to consent to have the relevant Clearing System provide details concerning such Direct Participant's identity to the Exchange Agent (and for the Exchange Agent to provide such details to the Issuer and to the Dealer Managers and their respective legal advisers).

Only Direct Participants may submit Exchange Instructions. Each Holder that is not a Direct Participant must arrange for the Direct Participant through which such Holder holds its Existing 2020 Notes to submit a valid Exchange Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System.

It is a term of the Exchange Offer that Exchange Instructions are irrevocable except in the limited circumstances described in "Amendment and Termination". In such circumstances, Exchange Instructions may be revoked by a Holder, or the relevant Direct Participant on its behalf, by submitting (for receipt before the deadline of the relevant Clearing System) a valid electronic withdrawal instruction to the relevant Clearing System. To be valid, such instruction must specify the Existing 2020 Notes to which the original Exchange Instruction related, the nominal amount of the Existing 2020 Notes for which the Exchange Instruction is requested to be revoked, the securities account to which such Existing 2020 Notes are credited and any other information required by the relevant Clearing System.

ACKNOWLEDGEMENTS AND REPRESENTATIONS

By submitting a valid Exchange Instruction to the relevant Clearing System in accordance with the standard procedures of such Clearing System, a Holder and any Direct Participant submitting such Exchange Instruction on such Holder's behalf agree, and acknowledge, represent, warrant and undertake, to the Issuer, the Guarantors, the Exchange Agent and the Dealer Managers the acknowledgements and representations set out in the section of this Exchange Offer Memorandum headed "Acknowledgements and Representations" (if a Holder or Direct Participant is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Holder or Direct Participant should contact the Exchange Agent immediately). These acknowledgements and representations are made at the time of submission of such Exchange Instruction, the Exchange Offer Deadline and the time of settlement on the Settlement Date, except that the acknowledgement and representation in paragraph (n) below is not made for the benefit of the Issuer, the Guarantors, the Exchange Agent or the Dealer Managers at the time of the Exchange Offer Deadline or the time of settlement on the Settlement Date to the extent that it would result in a violation of or conflict with Council Regulation (EC) No 2271/1996 of 22 November 1996 (EU Blocking Regulation) or any similar applicable anti-boycott law or regulation:

(a) it has received this Exchange Offer Memorandum, and has reviewed and accepts the offer and distribution restrictions, terms, conditions, risk factors (including the Programme Risk Factors), Exchange New Notes Conditions and other considerations of the Exchange Offer, all as described in this Exchange Offer Memorandum (including all information incorporated by reference which it has had access to and has reviewed and understood), and has on its own or with the help of its financial or other professional advisers, undertaken an appropriate analysis (with appropriate analytical tools) of the implications of the Exchange Offer in the context of its particular financial situation and the impact any decision to participate (or not participate) in the Exchange Offer will have on its overall investment portfolio, in each case without reliance on the Issuer, any Guarantor, the Dealer Managers or the Exchange Agent;
(b) by blocking the relevant Existing 2020 Notes in the relevant Clearing System, it will be deemed to consent, in the case of a Direct Participant, to have such Clearing System provide details concerning its identity to the Exchange Agent (and for the Exchange Agent to provide such details to the Issuer and to the Dealer Managers and their respective legal advisers);
(c) upon the terms and subject to the conditions of the Exchange Offer, it offers for exchange in the Exchange Offer the nominal amount of Existing 2020 Notes specified in the Exchange Instruction validly submitted and blocked in its account in the relevant Clearing System and, subject to and effective upon such exchange by the Issuer, it renounces all right, title and interest in and to all such Existing 2020 Notes exchanged by or at the direction of the Issuer and waives and releases any rights or claims it may have against the Issuer or any Guarantor with respect to any such Existing 2020 Notes and the Exchange Offer;
(d) if the Existing 2020 Notes offered for exchange are accepted for exchange by the Issuer, it acknowledges that: (i) any Exchange New Notes deliverable and Accrued Interest Payment and Exchange Fee payable to it in respect of the Existing 2020 Notes so accepted will be delivered, deposited or paid (as the case may be) by or on behalf of the Issuer with or to the Clearing Systems on the relevant Settlement Date; (ii) the Clearing Systems thereafter will deliver such Exchange New Notes and pay such Accrued Interest Payment and Exchange Fee promptly to the relevant account(s) in the Clearing Systems of the relevant Direct Participant; and (iii) the Exchange New Notes will be delivered and Accrued Interest Payment and Exchange Fee will be paid to the Clearing System account(s) in which the relevant Existing 2020 Notes are held; and the delivery of such Exchange New Notes and payment of such Accrued Interest Payment and Exchange Fee to or to the order of the Clearing Systems will discharge the obligation of the Issuer to such Holder in respect of the delivery of the Exchange New Notes and payment of the Accrued Interest Payment and Exchange Fee, and no additional amounts shall be payable to the Holder in the event of a delay in the transmission of the relevant Exchange New Notes and Accrued Interest Payment and/or Exchange Fee by the relevant Clearing System or an intermediary to the Holder;
(e) it agrees to ratify and confirm each and every act or thing that may be done or effected by the Issuer, any of its directors or any person nominated by the Issuer in the proper exercise of his or her powers and/or authority hereunder;
(f) it agrees to do all such acts and things as shall be necessary and execute and deliver any additional documents deemed by the Issuer to be desirable, in each case to complete the transfer of the relevant Existing 2020 Notes to the Issuer or its nominee in exchange for the relevant Exchange New Notes and/or to perfect any of the authorities expressed to be given hereunder;
(g) (i) it has observed the laws of all relevant jurisdictions, (ii) obtained all requisite governmental, exchange control or other required consents, (iii) complied with all requisite formalities, (iv) paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any offer or acceptance in any jurisdiction and (v) it has not taken or omitted to take any action in breach of the terms of the Exchange Offer or which will or may result in the Issuer, the Guarantors, the Dealer Managers, the Exchange Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the relevant Exchange Offer;
(h) all authority conferred or agreed to be conferred pursuant to its acknowledgements, agreements, representations, warranties and undertakings, and all of its obligations shall be binding upon its successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, its death or incapacity;
(i) no information has been provided to it by the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent, or any of their respective directors or employees, with regard to the tax consequences for Holders arising from the exchange of Existing 2020 Notes pursuant to the Exchange Offer for Exchange New Notes and the Accrued Interest Payment and Exchange Fee, or in relation to the Exchange New Notes, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Exchange Offer (including the exchange of its Existing 2020 Notes and the receipt pursuant to the Exchange Offer of the relevant Exchange New Notes and the Accrued Interest Payment and Exchange Fee) and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments;
(j) it is not a person to whom it is unlawful to make an invitation pursuant to the Exchange Offer under applicable securities laws and it has not distributed or forwarded this Exchange Offer Memorandum or any other documents or material relating to the Exchange Offer to any other person and it has (before submitting, or arranging for the submission on its behalf, as the case may be, of the Exchange Instruction in respect of the Existing 2020 Notes it is offering for exchange) complied with all laws and regulations applicable to it for the purposes of its participation in the Exchange Offer;
(k) the Exchange New Notes are being offered and sold in transactions not involving a public offering in the United States within the meaning of the Securities Act, and the Exchange New Notes have not been and will not be registered under the Securities Act or any other applicable U.S. State securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (terms used in this and the following paragraph that are defined in Regulation S under the Securities Act are used as defined in Regulation S);
(l) either (a) (i) it is the beneficial owner of the Existing 2020 Notes being offered for exchange; and (ii) it is located outside the United States and is participating in the relevant Exchange Offer from outside the United States and it is not a U.S. person, or (b) (i) it is acting on behalf of the beneficial owner of the Existing 2020 Notes being offered for exchange on a nondiscretionary basis and has been duly authorised to so act; and (ii) such beneficial owner has confirmed to it that it is located outside the United States and is participating in the relevant Exchange Offer from outside the United States and it is not a U.S. person;
(m) it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person to whom this Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer may lawfully be communicated in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;
(n) it is not a target of any financial or economic sanctions or trade embargoes administered or enforced by the Office of Foreign Assets Control of the U.S. Department of Treasury (OFAC), the U.S. Department of State or Commerce or any other U.S., EU, United Nations or UK economic sanctions;
(o) the Exchange New Notes may be offered and sold to it in compliance with each restriction set out (or incorporated by reference) in the "Offer and Definitions" section;
(p) it has full power and authority to offer for exchange and transfer the Existing 2020 Notes offered for exchange and, if such Existing 2020 Notes are accepted for exchange by the Issuer, such Existing 2020 Notes will be transferred to, or to the order of, the Issuer with full title free from all liens, charges and encumbrances and not subject to any adverse claim, together with all rights attached to such Existing 2020 Notes, and it will, upon request, execute and deliver any additional documents and/or do such other things deemed by the Issuer to be necessary or desirable to complete the transfer and cancellation of such Existing 2020 Notes or to evidence such power and authority;
(q) it holds and will hold, until the time of settlement on the Settlement Date, the Existing 2020 Notes blocked in the relevant Clearing System and, in accordance with the requirements of, and by the deadline required by, such Clearing System, it has submitted, or has caused to be submitted, an Exchange Instruction to such Clearing System to authorise the blocking of the Existing 2020 Notes offered for exchange with effect on and from the date of such submission so that, at any time pending the transfer of such Existing 2020 Notes on the Settlement Date to the Issuer, or to its agent on its behalf, no transfers of such Existing 2020 Notes may be effected;
(r) it understands that acceptance for exchange of Existing 2020 Notes validly offered for exchange by it pursuant to the Exchange Offer will constitute a binding agreement between it, the issuer of the Existing 2020 Notes and/or the Issuer in accordance with and subject to the terms and conditions of the Exchange Offer;
(s) it understands that the Issuer may, at its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time and that, in the event of a termination of the Exchange Offer, the Exchange Instructions with respect to the Existing 2020 Notes will be released (and the relevant Existing 2020 Notes returned to the Holder);
(t) none of the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent, or any of their respective directors or employees, has given it any information with respect to the Exchange Offer save as expressly set out in this Exchange Offer Memorandum, the Base Prospectus and the Exchange New Notes Final Terms attached to this Exchange Offer Memorandum nor has any of them made any recommendation to it as to whether it should offer Existing 2020 Notes for exchange in the Exchange Offer and it has made its own decision with regard to offering Existing 2020 Notes for exchange in the Exchange Offer based on any legal, tax or financial advice it has deemed necessary to seek;
(u) it acknowledges that the Issuer, the Guarantors, the Dealer Managers and the Exchange Agent will rely upon the truth and accuracy of the foregoing acknowledgments, agreements, representations, warranties and undertakings;
(v) the terms and conditions of the Exchange Offer shall be deemed to be incorporated in, and form a part of, the Exchange Instruction which shall be read and construed accordingly, and that the information given by or on behalf of such Holder in the Exchange Instruction is true and will be true in all respects at the time of the exchange on the Settlement Date;
(w) it accepts the Issuer is under no obligation to accept offers of Existing 2020 Notes for exchange pursuant to the Exchange Offer, and accordingly such offers may be accepted or rejected by the Issuer in its sole discretion and for any reason; and

(x) it will indemnify the Issuer, the Guarantors, the Dealer Managers and the Exchange Agent against any and all losses, costs, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the acknowledgements, representations, warranties and/or undertakings given pursuant to, the Exchange Offer by any Holder.

The receipt of an Exchange Instruction by the relevant Clearing System will constitute instructions to debit the securities account of the relevant Direct Participant on the Settlement Date in respect of all of the Existing 2020 Notes that the relevant Holder has offered for exchange, upon receipt by such Clearing System of an instruction from the Exchange Agent for such Existing 2020 Notes to be transferred to the specified account of the Issuer or its agent on its behalf and against credit of the relevant Exchange New Notes and payment by the Issuer of the Accrued Interest Payment and Exchange Fee, subject to the automatic withdrawal of those instructions on the date of any termination of the Exchange Offer (including where such Existing 2020 Notes are not accepted for exchange by the Issuer) or on the valid revocation of such Exchange Instruction, in the limited circumstances in which such revocation is permitted as described in this Exchange Offer Memorandum, and subject to acceptance of the Exchange Offer by the Issuer and all other conditions of such Exchange Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This Exchange Offer Memorandum does not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Exchange Offer Memorandum comes are required by each of the Issuer, the Guarantors, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction in relation to the Exchange Offer that would permit a public offering of securities.

Restrictions incorporated from the Base Prospectus

The description of restrictions on sales of any notes set out in the section of the Base Prospectus under the heading "Subscription and Sale" from page 88 onwards are incorporated into this Exchange Offer Memorandum in full and as if all references to "Notes" were also (as appropriate) references to the Exchange New Notes and Exchange Offer (as applicable) set out in this Exchange Offer Memorandum.

General

The distribution of this Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Exchange Offer Memorandum comes are required by the Issuer, the Guarantors, the Dealer Managers and the Exchange Agent to inform themselves about and to observe any such restrictions.

The Dealer Managers and the Exchange Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this Exchange Offer Memorandum or the Exchange Offer. The Exchange Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent makes any recommendation as to whether or not Holders should participate in the Exchange Offer or refrain from taking any action in the Exchange Offer with respect to any of such Holder's Existing 2020 Notes, and none of them has authorised any person to make any such recommendation.

This Exchange Offer Memorandum does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Existing 2020 Notes and/or Exchange New Notes, as applicable, and offers of Existing 2020 Notes for exchange pursuant to the Exchange Offer will not be accepted from Holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an exchange offer to be made by a licensed broker or dealer and any of the Dealer Managers or its affiliates is such a licensed broker or dealer in any such jurisdiction, the Exchange Offer shall be deemed to be made by the Dealer Managers or such affiliate (as the case may be) on behalf of the Issuer in such jurisdiction.

No action has been or will be taken in any jurisdiction by the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent that would permit a public offering of the Exchange New Notes.

In addition to the representations referred to above in respect of the United States, each Holder participating in the Exchange Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Exchange Offer". Any offer of Existing 2020 Notes for exchange pursuant to the Exchange Offer from a Holder that is unable to make these representations will not be accepted. Each of the Issuer, the Dealer Managers and the Exchange Agent reserves the right, in its absolute discretion, to investigate, in relation to any offer of Existing 2020 Notes for exchange pursuant to the Exchange Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such offer shall not be accepted.

EEA

Each Dealer Manager has represented and agreed that, other than in respect of the United Kingdom, no offer of any Exchange New Notes is being made to any retail investor in the European Economic Area pursuant to this Exchange Offer Memorandum. For the purposes of this provision:

(a) the expression "retail investor" means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
(ii) a customer within the meaning of Directive 2002/92/EC, 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; and
(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Exchange New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Exchange New Notes.

United Kingdom

The communication of this Exchange Offer Memorandum by the Issuer and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

United States

The Exchange Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Exchange New Notes may not be tendered in the Exchange Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act") or to U.S. persons as defined in Regulation S of the Securities Act (each a "U.S. Person"). Accordingly, copies of this Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons. Any purported exchange of Exchange New Notes pursuant to the Exchange Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported exchange of Exchange New Notes effected by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

This Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. The purpose of this Exchange Offer Memorandum is limited to the Exchange Offer and this Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each holder of Exchange New Notes participating in the Exchange Offer will represent that it is not a U.S. Person and it is not located in the United States and is not participating in the Exchange Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Belgium

Neither this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten") and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time (the "Belgian Takeover Law"). Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. This Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Exchange Offer is not being made, directly or indirectly, to the public in France. Neither this Exchange Offer Memorandum nor any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Exchange Offer. This Exchange Offer Memorandum has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

A holder of Exchange New Notes located in the Republic of Italy can tender Exchange New Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Exchange New Notes and the Exchange Offer.

No financial intermediary may use this Exchange Offer Memorandum in connection with:

the circulation in Jersey of any offer for subscription, sale or exchange of any Notes unless such offer is circulated in Jersey by a person or persons authorised to conduct investment business under the Financial Services (Jersey) Law 1998 and in accordance with the Control of Borrowing (Jersey) Order 1958;
the marketing, offering for subscription, sale or exchange or sale of Notes in or from within or to persons resident in any part of the Bailiwick of Guernsey other than in compliance with the

requirements of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended, and the rules, regulations and guidance enacted or issued thereunder, or any exemption therefrom; and

• the circulation in the Isle of Man of any offer for subscription, sale or exchange of any Notes unless such offer is made in compliance with the licensing requirements of the Isle of Man Financial Services Act 2008 or any exclusions or exemption therefrom.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published and have been previously filed with the Financial Conduct Authority shall be deemed to be incorporated in and to form part of this Exchange Offer Memorandum:

(a) the Base Prospectus other than the section entitled "Summary" on pages 8 to 21 of that document, the section entitled "Information about the Programme" on pages 43 to 50 of that document and the section entitled "Form of Final Terms" on pages 146 to 164 of that documents;
(b) the following documents relating to International Personal Finance plc:
(i) the following sections of the Annual Report and Financial Statements of the Issuer for the financial year ended 31 December 2018 published on the Issuer's website on 21 March 2019:
- (A) Principal Risks and Uncertainties on pages 42 to 50;
- (B) Operational Review on pages 26 to 31;
- (C) Financial Review on pages 37 to 41;
- (D) Independent auditor's report on pages 91 to 96;
- (E) Consolidated Income Statement on page 97;
- (F) Consolidated Statement of Comprehensive Income on page 97;
- (G) Consolidated Balance Sheet on page 98;
- (H) Consolidated Statement of Changes in Equity on pages 99 to100;
- (I) Consolidated Cash flow statement on page 101; and
- (J) Notes to the Financial Statements on pages 109 to 137;
(ii) the following sections of the Annual Report and Financial Statements of the Issuer for the financial year ended 31 December 2017 published on the Issuer's website on 22 March 2018:
- (A) Principal Risks and Uncertainties on pages 36 to 43;
- (B) Operational Review on pages 24 to 30;
- (C) Financial Review on pages 31 to 35;
- (D) Independent auditor's report on pages 89 to 93;
- (E) Consolidated Income Statement on page 94;
- (F) Consolidated Statement of Comprehensive Income on page 94;
- (G) Consolidated Balance Sheet on page 95;
- (H) Consolidated Statement of Changes in Equity on pages 96 to 97;
- (I) Consolidated Cash flow statement on page 98; and
- (J) Notes to the Financial Statements on pages 107 to 132;
(iii) the following sections of the first quarter trading updated dated 2 May 2019:
- (A) Highlights on page 1;
- (B) Group Q1 overview on page 1;
- (C) European home credit on page 1;
(D) Mexico home credit on pages 1 to 2;
(E) IPF Digital on page 2; and
(F) the first sentence of Funding on page 2; and
(iv) the memorandum and articles of association of International Personal Finance plc;
(c) the memorandum and articles of association of IPF Holdings Limited;
(d) the memorandum and articles of association of International Personal Finance Investments Limited;
(e) the memorandum and articles of association of IPF International Limited; and
(f) the memorandum and articles of association of IPF Digital Group Limited.

Any information contained in any of the documents incorporated by reference which is not incorporated in and does not form part of this Exchange Offer Memorandum is either not relevant for Prospective Investors or is covered elsewhere in the Exchange Offer Memorandum.

If documents which are incorporated by reference into this Exchange Offer Memorandum themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Exchange Offer Memorandum for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference into this Exchange Offer Memorandum.

Copies of all of the above documents and information that is incorporated by reference into this Exchange Offer Memorandum are available, free of charge, on request from the Exchange Agent, the contact details for whom are on the last page of this Exchange Offer Memorandum.

TAXATION

At the date of this Exchange Offer Memorandum, the Exchange New Notes can be invested in a stocks and shares ISA (an individual savings account), a Lifetime ISA or a SIPP (a self-invested personal pension). However, you should seek advice as to whether the specific terms of your arrangement permit investments of this type. The tax treatment of an investor will depend on their individual circumstances and taxation law and practice at the relevant time (and so may be subject to change in the future).

In view of the number of different jurisdictions where tax laws may apply to a Holder, this Exchange Offer Memorandum does not otherwise discuss the tax consequences for Holders arising from the exchange of Existing 2020 Notes pursuant to the Exchange Offer, in relation to the Exchange New Notes or in relation to the payment of the Accrued Interest Payment or the Exchange Fee. Holders are urged to consult their own professional advisers regarding these possible tax consequences under the laws of the jurisdictions that apply to them or to the exchange of their Existing 2020 Notes and the receipt pursuant to the Exchange Offer of Exchange New Notes and the Accrued Interest Payment and the Exchange Fee. Holders are liable for their own taxes and have no recourse to the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent with respect to taxes arising under or in connection with the Exchange Offer.

Certain tax consequences applicable to the Exchange New Notes are described in the section headed "Taxation" of the Base Prospectus.

FINAL TERMS

Final Terms dated 16 May 2019 International Personal Finance plc

Issue of sterling denominated 7.75 per cent. Notes due 2023 Guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited under the EUR 1,000,000,000 Euro Medium Term Note Programme

MiFID II product governance / target market

Solely for the purposes of the manufacturers' 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, professional clients and retail clients, each as defined in Directive 2014/65/EU ("MiFID II"); and (ii) all channels for distribution of the Notes are appropriate, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.

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 prepared by International Personal Finance plc and dated 12 April 2019 (as supplemented by a supplementary prospectus dated 7 May 2019) and incorporated by reference into the exchange offer memorandum dated 16 May 2019 (the "Exchange Offer Memorandum"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") and must be read in conjunction with the Exchange Offer Memorandum. 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 Exchange Offer Memorandum. However, a summary of the issue of the Notes is annexed to these Final Terms. The Exchange Offer Memorandum 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/market-news-home.html.

1.	(i)	Issuer:	International Personal Finance plc
	(ii)	Guarantors:	IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited
2.	(i)	Series Number:	16
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes become fungible:	The Issue Date
3.	Specified Currency or Currencies:		Pounds Sterling ("GBP")
4.		Aggregate Nominal Amount:
	(i)	Series:	The aggregate nominal amount will be as set out in the final terms confirmation announcement to be published on or shortly after 10 June 2019 (the "Final Terms Confirmation Announcement").
	(ii)	Tranche:	As set out in paragraph 4(i) above.

5.	Issue Price:		100% of the Aggregate Nominal Amount
6.	(i) Specified Denominations:		GBP 100
	(ii)	Calculation Amount:	GBP 100
7.	(i)	Issue Date:	14 June 2019
	(ii)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	14 December 2023
9.	Interest Basis:		7.75 per cent. Fixed Rate
10.	Redemption Basis:		Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
11.	Change of Interest Basis:		Not Applicable
12.	Put/Call Options:		Change of Control Put
13.		Date Board approval for issuance of Notes and Guarantees obtained:	13 May 2019

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions			Applicable
	(i) Rate of Interest:			7.75 per cent. per annum payable semi-annually in arrear on each Interest Payment Date
	(ii) Interest Payment Date(s):			14 June and 14 December in each year from and including 14 December 2019, up to and including the Maturity Date
	(iii)		Fixed Coupon Amount:	GBP 3.875 per Calculation Amount
	(iv)		Broken Amount(s):	Not Applicable
	(v)		Day Count Fraction:	Actual/Actual
	(vi)		Determination Dates:	Interest Payment Dates
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
	(a)		Investor Put	Not Applicable
	(b)		Change of Control Put:	Applicable
		(i)	Optional Redemption Amount(s):	101 per cent. per Calculation Amount
		(ii)	Negative Rating Event Specified Rating (Condition 6(f)):	BB
19.	Final Redemption Amount of each Note:			GBP 100 per Calculation Amount

Early Redemption Amount GBP 100 per Calculation Amount Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21.	Form of Notes:	Bearer Notes: Permanent Global Note 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 (Bearer Notes):	No
24.	Global Certificates (Registered Certificates):	No
25.	New Safekeeping Structure (Registered Notes):	No
26.	Financial Centre(s):	Not Applicable
27.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	No
28.	Prohibition of Sales to EEA Retail Investors:	Not Applicable

PART B – OTHER INFORMATION

1. LISTING

(i) Admission: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the electronic order book for retail bonds of the London Stock Exchange's regulated market on or about the Issue Date.

(ii) Regulated or equivalent markets Not Applicable on which Notes of the same class are already admitted to trading:
2. RATINGS

Ratings: Notes issued under the Programme generally are rated: BB (Fitch) and Ba3 (Moody's).

The Exchange New Notes are expected to be rated BB (Fitch) and Ba3 (Moody's).

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save for any fees payable to City & Continental Ltd and Peel Hunt LLP by the Issuer and any fees payable to an Authorised Offeror in connection with an offer of the Notes, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	General corporate purposes / refinancing of existing indebtedness.
(ii)	Estimated net proceeds:	The estimated net proceeds will be specified in the Final Terms Confirmation Announcement.
(iii)	Estimated total expenses:	The estimated total expenses will be specified in the Final Terms Confirmation Announcement.

5. YIELD

Indication of yield: 7.75 per cent. per annum

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. OPERATIONAL INFORMATION

ISIN:	XS1998163148
Common Code:	199816314
Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):	The Notes will settle in Euroclear Bank SA/NV and Clearstream Banking S.A. The Notes will also be made eligible in CREST via the issue of CREST depository interests representing the Notes.
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 No. Whilst the designation is specified as "no" would allow Eurosystem eligibility: 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

(i) If syndicated: Not Applicable
and of the placing commission: person.
(iv) Public Offer: Applicable
authorised to offer the

Public Offer (the "Public

take place:

(ii) Indication of the overall amount 1.5-1.8 per cent. of theAggregate NominalAmount. of the underwriting commission The Notes will not be underwritten by any

(iii) US Selling Restrictions: Reg. S Compliance Category 2; TEFRA C

(a) Name and address of City & Continental Ltd, Cheyne House, Crown financial intermediaries Court, 62/63 Cheapside, London EC2V 6AX

Notes: Peel Hunt LLP, Moor House, 120 London Wall, London, EC2Y 5ET

iDealing.com Limited, 150 Minories, Suite 605, London, EC3N 1LS

Equiniti Financial Services Limited (trading as Selftrade, Shareview and/or Saga Share Direct), Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

(b) Country(ies) where the United Kingdom
Offer Jurisdiction") may (c) Offer Period: From 16 May 2019 to 12 noon (London time) on 7 June 2019, provided that the Issuer may
choose to end the Offer Period earlier than such time and date (in which case it will announce the change via a Regulatory Information Service (expected to be the Regulatory News Service operated by the London Stock Exchange plc))
(d) The Issuer and each of the Guarantors consent to the use of the Exchange Offer Memorandum in connection with a Public Offer during the Offer Period in the Public Offer Jurisdiction by any financial intermediary which is authorised to make such offers under MiFID II and which satisfies the following conditions (an Further conditions attached to the consent to use:

"Authorised Offeror"), namely that it:

(a) is authorised to make such offers under MiFID II, including under any applicable implementing measure in each relevant jurisdiction (in which regard, prospective investors should consult the register of authorised entities maintained by the FCA at www.fca.org.uk/firms/systemsreporting/register) (MiFID II governs the organisation and conduct of the business of investment firms and the operation of regulated markets across the European Economic Area in order to seek to promote cross-border business, market transparency and the protection of investors);
(b) acts in accordance with all applicable laws, rules, regulations and guidance of any applicable regulatory bodies (the "Rules"), including the Rules published by the Financial Conduct Authority (including, but not limited to, its guidance for distributors in "The Responsibilities of Providers and Distributors for the Fair Treatment of Customers" and its source book for "Product Intervention and Product Governance") from time to time including, without limitation and in each case, Rules relating to both the target markets for the Notes and the appropriateness or suitability of any investment in the Notes by an investor and disclosure to any prospective investor;
(c) complies with the restrictions set out under "Offer and Distribution Restrictions" in the Exchange Offer Memorandum which would apply as if it were a Dealer Manager;
(d) acknowledges the target market and distribution channels identified under the "MiFID II Product Governance Legend" set out in the these Final Terms;
(e) ensures that any fee, commission, benefits of any kind, rebate received or paid by that financial intermediary in relation to the offer or sale of the Notes does not violate the Rules and is fully and clearly disclosed to investors and prospective investors;
(f) holds all licences, consents, approvals and permissions required in connection with solicitation of interest in, or offers or sales of, the Notes under the Rules, including authorisation under the Financial Services and Markets Act 2000 and/or the Financial Services Act 2012;
(g) complies with, and takes appropriate steps in relation to, applicable anti-money laundering, anti-bribery, prevention of corruption and "know your client" Rules,

and does not permit any application for Notes in circumstances where the financial intermediary has any suspicions as to the source of the application monies;

(h) retains investor identification records for at least the minimum period required under the applicable Rules, and shall, if so requested and to the extent permitted by the Rules, make such records available to the Dealer Managers, the Issuer and/or any Guarantor or directly to the appropriate authorities with jurisdiction over the Issuer, the Guarantors and/or the Dealer Managers in order to enable the Issuer, the Guarantors and/or the Dealer Managers to comply with anti-money laundering, antibribery, anti-corruption and "know your client" Rules applying to the Issuer, the Guarantors and/or the Dealer Managers;
(i) does not, directly or indirectly, cause the Issuer, the Guarantors or any Dealer Manager to breach any Rule or subject the Issuer, the Guarantors or the Dealer Managers to any requirement to obtain or make any filing, authorisation or consent in any jurisdiction;
(j) agrees and undertakes to indemnify the Issuer, the Guarantors and each Dealer Manager (in each case on behalf of such entity and its respective directors, officers, employers, agents, affiliates and controlling persons) against any losses, liabilities, costs, claims, charges, expenses, actions or demands (including reasonable costs of investigation and any defence raised thereto and counsel's fees and disbursements associated with any such investigation or defence) which any of them may incur or which may be made against any of them arising out of or in relation to, or in connection with, any breach of any of the foregoing agreements, representations or undertakings by such financial intermediary, including (without limitation) any unauthorised action by such financial intermediary or failure by such intermediary to observe any of the above restrictions or requirements or the making by such financial intermediary of any unauthorised representation or the giving or use by it of any information which has not been authorised for such purposes by the Issuer, the Guarantors or the Dealer Managers;
(k) immediately gives notice to the Issuer, the Guarantors and the relevant Dealer Managers if at any time it becomes aware or suspects that it is or may be in violation

of any Rules or these terms (the "Authorised Offeror Terms"), and takes all appropriate steps to remedy such violation and comply with such Rules and these Authorised Offeror Terms in all respects;

(l) does not give any information other than that contained in the Exchange Offer Memorandum (as may be amended or supplemented by the Issuer and/or the Guarantors from time to time) as completed by these Final Terms or make any representation in connection with the offering or sale of, or the solicitation of interest in, the Notes;
(m) agrees that any communication in which it attaches or otherwise includes any announcement published by the Issuer or any Guarantor via Regulatory News Service at the end of the Offer Period will be consistent with the Exchange Offer Memorandum as completed by these Final Terms, and (in any case) must be fair, clear and not misleading and in compliance with the Rules and must state that such Authorised Offeror has provided it independently from the Issuer and the Guarantors and must expressly confirm that neither the Issuer nor the Guarantors have accepted any responsibility for the content of any such communication;
(n) does not use the legal or publicity names of any Dealer Manager, the Issuer, any Guarantor or any other name, brand or logo registered by any entity within their respective groups or any material over which any such entity retains a proprietary interest or in any statements (oral or written), marketing material or documentation in relation to the Notes;
(o) during the period of the initial offering of the Notes: (i) only sells the Notes at the "Issue Price" specified in these Final Terms (unless otherwise agreed with the relevant Dealer Manager); (ii) only sells the Notes for settlement on the "Issue Date" specified in the these Final Terms; (iii) does not appoint any sub-distributors (unless otherwise agreed with the relevant Dealer Manager); (iv) does not pay any fee or remuneration or commissions or benefits to any third parties in relation to the offering or sale of the Notes (unless otherwise agreed with the relevant Dealer Manager); and (v) complies with such other rules of conduct as may be reasonably required and specified by the relevant Dealer Manager;
(p) either (i) obtains from each prospective investor an executed application for the Notes, or (ii) keeps a record of all requests such financial intermediary (x) makes for its discretionary management clients, (y) receives from its advisory clients and (z) receives from its execution-only clients, in each case prior to making any order for the Notes on their behalf, and in each case maintains the same on its files for so long as is required by any applicable Rules;
(q) agrees and undertakes to indemnify each of the Issuer, any Guarantor and the relevant Dealer Manager (in each case on behalf of such entity and its respective directors, officers, employees, agents, affiliates and controlling persons) against any losses, liabilities, costs, claims, charges, expenses, actions or demands (including reasonable costs of investigation and any defence raised thereto and counsel's fees and disbursements associated with any such investigation or defence) which any of them may incur or which may be made against any of them arising out of or in relation to, or in connection with, any breach of any of the foregoing agreements, representations, warranties or undertakings by such financial intermediary, including (without limitation) any unauthorised action by such financial intermediary or failure by such financial intermediary to observe any of the above restrictions or requirements or the making by such financial intermediary of any unauthorised representation or the giving or use by it of any information which has not been authorised for such purposes by the Issuer, any Guarantor or the relevant Dealer Manager;
(r) agrees and accepts that:
(A) the contract between the Issuer, the Guarantors and the financial intermediary formed upon acceptance by the financial intermediary of the Issuer's and Guarantors' offer to use the Exchange Offer Memorandum and these Final Terms with its consent in connection with the relevant Public Offer (the "Authorised Offeror Contract") and any non-contractual obligations arising out of or in connection with the Authorised Offeror Contract, shall be governed by, and construed in accordance with, English law;
(B) the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Authorised Offeror Contract (including a dispute relating to any non-contractual obligations arising out of or in connection with the Authorised Offeror Contract) and accordingly submits to the exclusive jurisdiction of the courts of England; and
(C) each of the Dealer Managers will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be entitled to enforce those provisions of the Authorised Offeror Contract between the Issuer, the Guarantors and the financial intermediary, formed upon acceptance by the financial intermediary of the Issuer's and the Guarantors' offer to use the Exchange Offer Memorandum and these Final Terms with its consent in connection with the relevant Public Offer, which are, or are expressed to be, for their benefit, including the agreements, representations, warranties, undertakings and indemnity given by the financial intermediary pursuant to the Authorised Offeror Terms;
(s) publishes on its website that it is using the Exchange Offer Memorandum for the Public Offer in accordance with the consent of the Issuer and the Guarantors and the conditions attached thereto in the following form (with the information in square brackets duly completed with the relevant information) (the "Acceptance Statement"):

"We, [specify legal name of financial intermediary], refer to the offer of sterling denominated 7.75 per cent. Notes due 2023 (the "Notes") described in the Exchange Offer Memorandum dated 16 May 2019 (the "Prospectus") published by International Personal Finance plc (the "Issuer"). In consideration of the Issuer and the Guarantors offering to grant their consent to our use of the Prospectus in connection with the offer of the Notes (the "Public Offer") in the United Kingdom during the Offer Period in accordance with the Authorised Offeror Terms and subject to the other conditions to such consent (as specified in the Prospectus), we accept such offer by the Issuer. We confirm that we are authorised under MiFID II to make,

and are using the Prospectus in connection with, the Public Offer accordingly. Terms used herein and otherwise not defined shall have the same meaning as given to such terms in the Prospectus."

If such financial intermediary is offering the Notes in Jersey, Guernsey or the Isle of Man, it satisfies the equivalent of (a) to (s) above applicable in those jurisdictions, provided further that:

such financial intermediary is authorised to make such offers under the equivalent of Directive 2014/65/EC; and
no financial intermediary may use the Exchange Offer Memorandum in connection with:
o the circulation in Jersey of any offer for subscription, sale or exchange of any Notes unless such offer is circulated in Jersey by a person or persons authorised to conduct investment business under the Financial Services (Jersey) Law 1998 and in accordance with the Control of Borrowing (Jersey) Order 1958;
o the marketing, offering for subscription, sale or exchange or sale of Notes in or from within or to persons resident in any part of the Bailiwick of Guernsey other than in compliance with the requirements of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 as amended, and the rules, regulations and guidance enacted or issued thereunder, or any exemption therefrom; and
o the circulation in the Isle of Man of any offer for subscription, sale or exchange of any Notes unless such offer is made in compliance with the licensing requirements of the Isle of Man Financial Services Act 2008 or any exclusions or exemption therefrom.

The Issuer and each of the Guarantors may give consent to additional financial intermediaries after the date of these Final Terms.

Information on the relevant terms and conditions of an offer is to be provided at the time of that offer by an Authorised Offeror, and cannot therefore be included in the Exchange Offer Memorandum.

ANY UNNAMED OFFEROR MUST STATE ON ITS WEBSITE THAT IT IS USING THE EXCHANGE OFFER MEMORANDUM IN ACCORDANCE WITH THIS CONSENT AND THE CONDITIONS ATTACHED HERETO.

(e) General consent: Applicable

GENERAL

Each of the Issuer and the Guarantors accepts responsibility for the information contained and incorporated by reference in this Exchange Offer Memorandum including, without limitation, the Base Prospectus and any information incorporated by reference therein. To the best of the knowledge of each of the Issuer and the Guarantors (each having taken all reasonable care to ensure that such is the case) the information contained and incorporated by reference in this Exchange Offer Memorandum including, without limitation, the Base Prospectus and any information incorporated by reference therein, is in accordance with the facts and does not omit anything likely to affect the import of such information.

Copies of this Exchange Offer Memorandum and the documents incorporated by reference herein are available on request, subject to applicable laws and the restrictions set out in "Offer and Distribution Restrictions", from the Exchange Agent, the contact details for whom appear on the last page of this Exchange Offer Memorandum (see "Documents Incorporated by Reference" for further information).

Each Holder is solely responsible for making its own independent appraisal of all matters such Holder deems appropriate (including those relating to the Exchange Offer, the Exchange New Notes, and those relating to the Issuer and the Guarantors) and each Holder must make its own decision as to whether to offer any or all of its Existing 2020 Notes for exchange pursuant to the Exchange Offer. Neither the Dealer Managers nor the Exchange Agent (or their respective directors, employees or affiliates) expresses any opinion about the terms of the Exchange Offer, or makes any representation or recommendation whatsoever regarding this Exchange Offer Memorandum or the Exchange Offer, and none of the Issuer and the Guarantors, the Dealer Managers or the Exchange Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether holders of Existing 2020 Notes should offer any Existing 2020 Notes for exchange pursuant to the Exchange Offer. The Exchange Agent is the agent of the Issuer and does not owe any duty to any Holder.

None of the Dealer Managers, the Exchange Agent and their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Exchange Offer or the Issuer or the Guarantors contained in this Exchange Offer Memorandum. Accordingly, no representation or warranty, express or implied, is made by the Dealer Managers or the Exchange Agent as to the accuracy or completeness of the information set forth in this Exchange Offer Memorandum, and nothing contained in this Exchange Offer Memorandum is, or should be relied upon as, a promise or representation, whether as to the past or the future. Neither the Exchange Agent nor the Dealer Managers accepts any liability in relation to the information contained in this Exchange Offer Memorandum or any other information provided by the Issuer or the Guarantors in connection with the Exchange Offer, the Existing 2020 Notes or the Exchange New Notes.

Neither the delivery of this Exchange Offer Memorandum nor any exchange of Existing 2020 Notes pursuant to the Exchange Offer shall, under any circumstances, create any implication that the information contained in this Exchange Offer Memorandum is current as of any time subsequent to the date of such information or that there has been no change in the information set out in it or in the affairs of the Issuer or the Guarantors since the date of this Exchange Offer Memorandum.

No person has been authorised to give any information or to make any representation about the Issuer, the Guarantors, or about the Exchange Offer other than as contained in this Exchange Offer Memorandum (including all information incorporated by reference herein) and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantors, the Dealer Managers or the Exchange Agent or any of their affiliates or respective agents.

In the ordinary course of their respective businesses, the Dealer Managers and the Exchange Agent are entitled to hold positions in the Existing 2020 Notes and the New Notes either for their own account or for the account, directly or indirectly, of third parties. The Dealer Managers and their respective affiliates may hold significant positions in the Existing 2020 Notes or the New Notes. The Dealer Managers are entitled to continue to hold or dispose of, in any manner it may elect, any Existing 2020 Notes it may hold as at the date of this Exchange Offer Memorandum or, from such date, to acquire further Existing 2020 Notes or New Notes, subject to applicable law and may or may not submit offers to exchange in respect of such Existing 2020 Notes. No such submission or nonsubmission by the Dealer Managers or the Exchange Agent should be taken by any holder of Existing 2020 Notes or any other person as any recommendation or otherwise by the Dealer Managers or the Exchange Agent, as the case may be, as to the merits of participating or not participating in the Exchange Offer.

This Exchange Offer Memorandum (including any document incorporated by reference herein) contains important information which should be read carefully before any decision is made with respect to the Exchange Offer. If any Holder is in any doubt as to the contents of this Exchange Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing 2020 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to offer Existing 2020 Notes for exchange pursuant to the Exchange Offer.

None of City & Continental Ltd or Peel Hunt LLP (the "Dealer Managers"), Lucid Issuer Services Limited (the "Exchange Agent"), the Issuer or the Guarantors makes any recommendation as to whether Holders should offer Existing 2020 Notes for exchange pursuant to the Exchange Offer or expresses any opinion about the terms of the Exchange Offer.

The Exchange Offer is not being made, and any instructions relating to an Exchange Offer will not be accepted from, or on behalf of, Holders in any jurisdiction in which the making of the relevant Exchange Offer would not be in compliance with the laws or regulations of such jurisdictions. For further details see "Offer and Distribution Restrictions".

The Exchange Offer is not being made within, and this Exchange Offer Memorandum is not for distribution in or into, the United States of America or to any U.S. person (as defined in Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Securities Act")). This Exchange Offer Memorandum is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

The applicable provisions of the Financial Services and Markets Act 2000, as amended, must be complied with in respect of anything done in relation to the Exchange Offer in, from or otherwise involving the United Kingdom.

Holders who do not participate in the Exchange Offer, or whose Existing 2020 Notes are not accepted for exchange by the Issuer, will continue to hold their Existing 2020 Notes subject to the Existing 2020 Notes Conditions.

For the avoidance of doubt, the invitation by the Issuer to Holders contained in this Exchange Offer Memorandum is an invitation to treat by the Issuer and any references to any offer or invitation being made by the Issuer under or in respect of the Exchange Offer shall be construed accordingly.

Unless otherwise defined herein or the context otherwise requires, capitalised expressions used in this Exchange Offer Memorandum shall have the meanings set out under "Definitions" herein.

DEALER MANAGERS AND EXCHANGE AGENT

The Issuer has retained City & Continental Ltd and Peel Hunt LLP as Dealer Managers for the Exchange Offer and has retained Lucid Issuer Services Limited as Exchange Agent. The Issuer and the Dealer Managers have entered into a Dealer Manager Agreement dated on or about 16 May 2019 which contains certain provisions regarding payment of fees, expense reimbursement and indemnity arrangements relating to the Exchange Offer.

For the purposes of the settlement of the Exchange Offer on the Settlement Date, the Issuer will calculate, or procure the calculation on its behalf of, the Accrued Interest Payment and Exchange Fee for each Holder in respect of the Existing 2020 Notes validly offered for exchange by such Holder and accepted by the Issuer. All such determinations and calculations by the Issuer, or by a third party acting on its instructions and on its behalf, will, absent manifest error, be conclusive and binding on the Issuer and the Holders.

The Dealer Managers and their respective affiliates may contact Holders regarding the Exchange Offer and may request brokerage houses, custodians, nominees, fiduciaries and others to forward this Exchange Offer Memorandum and related materials to Holders.

The Dealer Managers and their respective affiliates have provided and continue to provide certain investment banking services to the Issuer and other group companies for which the Dealer Managers and their respective affiliates have received and will receive compensation that is customary for services of such nature.

None of the Dealer Managers or the Exchange Agent or any of their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Exchange Offer, the Issuer, the Guarantors, the Existing 2020 Notes or the Exchange New Notes contained in this Exchange Offer Memorandum (including the Base Prospectus and any information incorporated by reference herein and therein) or for any failure by the Issuer or the Guarantors to disclose events that may have occurred and may affect the significance or accuracy of such information.

The Dealer Managers may (i) submit Exchange Instructions for its own account; and (ii) submit Exchange Instructions (subject to the offer restrictions set out in "Offer and Distribution Restrictions") on behalf of Holders.

None of the Issuer, the Guarantors, the Dealer Managers, the Exchange Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Holder, or will be responsible to any Holder, for providing any protections which would be afforded to its clients or for providing advice in relation to the Exchange Offer, and accordingly none of the Dealer Managers, the Exchange Agent, the Issuer, the Guarantors or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Exchange Offer, or any recommendation as to whether Holders should offer Existing 2020 Notes for exchange.

The Exchange Agent is the agent of the Issuer and does not owe any duty to any Holder.

Conflicts of interest

The Dealer Managers are involved in a wide range of commercial banking, investment banking and other activities out of which conflicting interests or duties may arise. The Dealer Managers and any of their subsidiaries and affiliates, in connection with their other business activities, may possess or acquire material information about the Existing 2020 Notes or the Exchange New Notes. Such activities and conflicts may include, without limitation, the exercise of voting power, the purchase and sale of securities, the provision of financial advisory services and the exercise of creditor rights. None of the Dealer Managers or any of their respective subsidiaries and affiliates have any obligation to disclose any such information. The Dealer Managers and any of their respective subsidiaries and affiliates and its officers and directors may engage in any such activities without regard to the Existing 2020 Notes, the Exchange New Notes or the effect that such activities may directly or indirectly have on any of the Existing 2020 Notes or the Exchange New Notes.

INDEX OF DEFINED TERMS

The following is an index that indicates the location in this Exchange Offer Memorandum where certain terms have been defined.

£ 3
£m 3
\$ 3
\$m 3
€ 3
€m 3
Acceptance Statement 10, 67
Accrued Interest Payment 37
Additional Notes 27, 37
Aggregate Nominal Amount 34, 58
Announcement of Results 37, 43
Authorised Offeror 7, 63
Authorised Offeror Contract 9, 66
Authorised Offeror Terms 8, 65
Base Prospectus 2, 16
Belgian Takeover Law 53
Beneficial Owner 44
Brexit 18
Business Day 38
Cash Offer 16
CDI Holders 20
CDIs 44
Change of Control Put Event 17
Clearing System 44
Clearing System Notice 21, 44
Clearing Systems 44
Clearstream, Luxembourg 44
CONSOB 53
Consolidated EBITA 17
Consolidated Interest Payable 17
Consolidated Net Worth 17
Consolidated Total Borrowings 17
Coupons 13
CRA Regulation 3
CREST 44
CREST Depository 38
CREST Nominee 38

Dealer Managers 1, 71
Direct Participant 21, 44
Direct Participants 44
distributor 4, 58
dollars 3
EEA 2
Elements 7
EU 3
EUR 3
euro 3
Euroclear 44
Exchange Agent 1, 39, 71
Exchange Fee 37
Exchange Instruction 21, 44
Exchange New Notes 7, 36
Exchange New Notes Conditions 27
Exchange New Notes Final Terms 2, 15
Exchange Offer 2, 20, 36
Exchange Offer Deadline 36
Exchange Offer Memorandum 2, 7, 58
Exchange Offer Terms 25
Exchange Period 16
Existing 2020 Notes 20
Existing 2020 Notes Conditions 25
FCA 27
Final Terms Confirmation Announcement 58
Financial Services Act 53
FSCS 3, 19
FSMA 52
GBP 58
Group 2
Guarantee 29
Guarantor 29
Guarantors 29, 34, 58
Holders 44
Insurance Mediation Directive 2
Investor 3

IPF 2
IPFIL 31
irrevocably 13, 29
Issuer 2, 10, 67
Maturity Date 59
MiFID II 2, 7, 52, 58
MiFID Product Governance Rules	4
Minimum Submission Amount 36
New Notes 27
Noteholders 16
Notes 10, 67
Notifying News Service 39
Offer Period 62
Official List 37
On a joint and several basis 13, 29
ORB 18
PRIIPS Regulation 2
Programme 2
Programme Risk Factors 24
Prospective Investor2
Prospectus 10, 67
Prospectus Directive 2, 58
Public Offer7, 10, 67
Public Offer Jurisdiction 7, 62
Rate of Interest 59
Regulation S 71
Relevant Date 17
RNS 43
Rules 7, 63
Securities Act 52, 71
Series 15
Settlement Date 36
sterling 3
Talons 17
Tranche 15
Trust Deed 13
Trustee 32
Unconditionally 13, 29
USD 3

International Personal Finance plc International Personal Finance

THE ISSUER THE GUARANTORS

Leeds City Office Park Investments Limited Meadow Lane IPF Digital Group Limited Leeds LS11 5BD IPF Holdings Limited United Kingdom IPF International Limited c/o Leeds City Office Park Meadow Lane Leeds LS11 5BD United Kingdom

Requests for information in relation to the Exchange Offer should be directed to:

THE DEALER MANAGERS

120 London Wall Crown Court London EC2Y 5ET 62/63 Cheapside

PEEL HUNT LLP CITY & CONTINENTAL LTD

Moor House Cheyne House United Kingdom London EC2V 6AX United Kingdom

Requests for information in relation to the procedures for offering Existing 2020 Notes in, and for any documents or materials relating to, the Exchange Offer should be directed to:

THE EXCHANGE AGENT

Lucid Issuer Services Limited

Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom

For information by telephone: +44 20 7704 0880 Attention: David Shilson Email: [email protected]

LEGAL ADVISERS

To the Dealer Managers as to English law To the Issuer as to English law

LINKLATERS LLP SLAUGHTER AND MAY

One Silk Street One Bunhill Row London EC2Y 8HQ London EC1Y 8YY United Kingdom United Kingdom

AI Terminal

INTERNATIONAL PERSONAL FINANCE PLC

4870_prs_2019-05-16_f7dbc1c8-0afa-4ceb-be76-203f9b705a75.pdf