Obligation Global Personal Finance plc 10.75% ( XS2835773255 ) en EUR

Global Personal Finance plc

109.18 % ▼

Royaume-uni

XS2835773255 ( en EUR )

10.75% par an ( paiement annuel )

13/12/2029

Prospectus brochure de l'obligation International Personal Finance PLC XS2835773255 en EUR 10.75%, échéance 13/12/2029

100 000 EUR

341 000 000 EUR

14/06/2026 ( Dans 344 jours )

International Personal Finance Plc est une société britannique de crédit à la consommation opérant principalement dans des marchés émergents, proposant des prêts et d'autres services financiers aux particuliers à faibles revenus.

L'Obligation émise par Global Personal Finance plc ( Royaume-uni ) , en EUR, avec le code ISIN XS2835773255, paye un coupon de 10.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/12/2029

Final Terms dated 12 June 2024

International Personal Finance plc

Issue of EUR 341,000,000 Senior Unsecured Fixed Rate Notes due 2029

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

Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a
customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution 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 Article 2 of Regulation (EU) 2017/1129 (the
"EU Prospectus Regulation"). Consequently, no key information document required by Regulation
(EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the EU PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018, as amended, varied, superseded or
substituted from time to time (the "EUWA"); (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article
2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms
part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR product governance / Professional investors and eligible counterparties only target
market
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes
is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ,
and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention
and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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.

1

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Prospectus dated 6 June 2024 which constitutes a base prospectus
for the purposes of the EU Prospectus Regulation (the "Prospectus"). This document constitutes the
Final Terms of the Notes described herein for the purposes of Article 8 of the UK Prospectus
Regulation and must be read in conjunction with the Prospectus. Full information on the Issuer, the
Guarantors and the offer of the Notes is only available on the basis of the combination of these
Final Terms and the Prospectus. The Prospectus has been published on the website of the
Regulatory
News
Service
operated
by
the
London
Stock
Exchange
at:
https://www.londonstockexchange.com/news?tab=news-explorer.

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:
22

(ii)
Tranche Number:
1

(iii)
Date on which the Notes
Not Applicable
become fungible:
3. Specified Currency or Currencies:
EUR
4. Aggregate Nominal Amount of Notes:
EUR 341,000,000
5. Issue Price:
99.493 per cent. of the Aggregate Nominal
Amount
6. (i)
Specified Denominations:
EUR 100,000 and integral multiples of EUR
1,000 in excess thereof up to and including
EUR 199,000. No Notes in definitive form will
be issued with a denomination above EUR
199,000

(ii)
Calculation Amount:
EUR 1,000
7. (i)
Issue Date:
14 June 2024

(ii)
Interest Commencement Date:
Issue Date
8. Maturity Date:
14 December 2029
9. Interest Basis:
10.750 per cent. Fixed Rate
10. Redemption/Payment Basis:
Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed on
the Maturity Date at 100 per cent. of their
nominal amount.
11. Change of Interest Basis:
Not Applicable
12. Put/Call Options:

Change of Control Put
Issuer Call
Make-Whole Redemption
Clean-up Call Option
(further particulars specified below)
13. Date Board approval for issuance of
Issuer: 1 May 2024 and 30 May 2024
Notes and Board approval of the
Guarantors: 30 May 2024
Guarantee respectively obtained.

2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
10.750 per cent. per annum payable in arrear
on each Interest Payment Date

(ii)
Interest Payment Date(s):
14 June and 14 December in each year,
commencing 14 December 2024

(iii)
Fixed Coupon Amount:
EUR 107.50 per Calculation Amount

(iv)
Broken Amount(s):
Not Applicable.

(v)
Day Count Fraction:
Actual/Actual-ICMA

(vi)
Determination Dates:
Interest Payment Date(s)
15. Floating Rate Note Provisions
Not Applicable
16. Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Call Option
Applicable

(i)
Optional Redemption Date(s):
Any date falling at least 24 months after the
Issue Date but prior to (and excluding) the
Maturity Date

(ii)
Optional Redemption
(a) EUR 1,000 per Calculation Amount, plus
Amount(s):
EUR 53.75, if the Call Option is exercised on or
after the date falling 24 months after the Issue
Date up to (but excluding) the date falling 36
months after the Issue Date;
(b) EUR 1,000 per Calculation Amount, plus
EUR 26.875, if the Call Option is exercised on or
after the date falling 36 months after the Issue
Date up to (but excluding) the date falling 48
months after the Issue Date; and
(c) EUR 1,000 per Calculation Amount, if the
Call Option is exercised on or after the date
falling 48 months after the Issue Date up to (but
excluding) the Maturity Date.

(iii)
If redeemable in part:
Applicable

(a)
Minimum Redemption
No Minimum Redemption Amount applicable

Amount:

(b)
Maximum Redemption
No Maximum Redemption Amount applicable

Amount:

(iv)
Notice period:
Not less than five days and not greater than ten
days prior to such redemption
18. Make-Whole Redemption
Applicable

(i)
Make-Whole Redemption
0.50 per cent. or, to the extent that the
Margin:
Reference Bond Rate is equal to or less than -
0.50 per cent., the absolute value of the
Reference Bond Rate

(ii)
Quotation Time:
11:00 (Central European Time)

(iii)
Reference Bond:
DBR
6.25
per
cent.
January
2030
(DE0001135143)

(iv)
If redeemable in part:
Applicable
3

(a)
Minimum Redemption
Not Applicable

Amount:

(b)
Maximum Redemption
Not Applicable

Amount:

(v)
Notice period:
Not less than five days and not greater than ten
days prior to such redemption
19. Clean-up Call Option
Applicable

Notice period:
Not less than five days and not greater than
ten days prior to such redemption
20. Put Option

(i)
Investor Put:
Not Applicable

(ii)
Change of Control Put:
Applicable

(a)
Optional Redemption
101 per cent. of the Calculation Amount
Amount(s):

(b)
Negative Rating Event
BB-
Specified Rating
(Condition 6(f)):
21. Final Redemption Amount of each
EUR 1,000 per Calculation Amount
Note
22. Early Redemption Amount

Early Redemption Amount(s) per
EUR 1,000 per Calculation Amount
Calculation Amount payable on
redemption for taxation reasons or on
event of default or other early redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
23. Form of Notes:
Bearer Notes:
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes in the limited circumstances
specified in the Permanent Global Note
24. Name and address of Registrar:
Not Applicable
25. New Global Note (Bearer Notes):
Yes
26. Global Certificates (Registered Notes): No
27. New Safekeeping Structure (Registered No
Notes):
28. Financial Centre(s):
London, T2
29. Talons for future Coupons or attached No
to Definitive Notes (and dates on which
such Talons mature):
30. Prohibition of Sales to EEA Retail
Applicable
Investors:
31. Prohibition of Sales to UK Retail
Applicable
Investors:

4

PART B OTHER INFORMATION

1. LISTING

(i)
UK Admission:
Application has been made by the Issuer (or
on its behalf) for the Notes to be admitted to
trading on the London Stock Exchange's
regulated market, with effect from 14 June
2024.

(ii)
EEA Admission:
Not Applicable.
2. RATINGS

Ratings:
The Notes to be issued have been rated:
Fitch: BB-
Moody's: Ba3
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)
Reasons for the offer:
Refinancing of existing indebtedness and
general corporate purposes

(ii)
Use of proceeds:
Refinancing of existing indebtedness and
general corporate purposes

(iii)
Estimated net proceeds:
EUR 336,085,130

(iv)
Estimated total expenses
GBP 5,850
related to the admission of
trading:
5. YIELD

Indication of yield:
10.875 per cent. (semi-annual)
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 Code:
XS2835773255

Common Code:
283577325

CFI:
DTFNFB

Any clearing system(s) other than
Not Applicable
Euroclear Bank SA/NV and
Clearstream Banking S.A. and the
relevant identification number(s):

Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):
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.
7

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) US Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(ii) Prohibition
of
Sales
to
Belgian
Applicable
Consumers:
(iii) Singapore
Sales
to
Institutional
Applicable
Investors and Accredited Investors only:

8