If you would like to view the information and documents contained in this website (the “Materials”) relating to:
(such New Notes to be consolidated and form a single series with the Issuer’s £50,000,000 12 per cent. notes due 12 December 2027), please read this notice carefully. This notice applies to all persons who view the Materials contained in this part of the website and, depending on where you are located, may affect your rights or responsibilities. The Issuer reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this website. In addition, the Materials contained herein may be amended at any time, in whole or in part, at the sole discretion of the Issuer.
To allow you to view the Materials, you must read this notice and then tick the box below to provide your agreement to the notice. If you are unable to agree, you should not proceed.
Persons for whom the information and documents are intended
The Materials do not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Notes Issuance or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Notes Issuance would be made solely under the terms of the document entitled “Final Terms” (the “Final Terms”), the prospectus issued by International Personal Finance plc and dated 24 August 2023 (the “Prospectus”) and the exchange offer memorandum and prospectus dated 2 November 2023 (the “Exchange Offer Memorandum”) (each contained herein) which would contain the full terms and conditions of such Notes Issuance. The Exchange Offer would be made solely under the terms of the Exchange Offer Memorandum. Any decision made in relation to the Cash Offer should be made solely and only on the basis of the information provided in the Final Terms and Prospectus. Any decision made in relation to the Exchange Offer should be made solely and only on the basis of the information provided in the Exchange Offer Memorandum.
The Materials may only be distributed to persons who are residents of the United Kingdom or (subject as set out below) residents of Jersey, the Bailiwick of Guernsey or the Isle of Man in each case only in accordance with applicable regulatory requirements. The Materials (and the information contained in them) are not for release, publication or distribution in or into the United States, Australia, Canada, Japan, South Africa, the Republic of Ireland or in any other jurisdiction where it is unlawful to distribute the Materials or the information contained in them. The Materials other than the Prospectus and the Exchange Offer Memorandum have not been approved by the UK Financial Conduct Authority and neither the Materials nor the Prospectus or Exchange Offer Memorandum have been approved by the regulatory authorities in Jersey, the Bailiwick of Guernsey or the Isle of Man.
The New Notes may not be sold (either in connection with the Exchange Offer or the Cash Offer) in Jersey, Guernsey or the Isle of Man unless the relevant financial intermediary is authorised to make such offers under the equivalent of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal Act) 2018 and:
(i) in the case of Jersey, the offer for subscription, sale or exchange of any New Notes 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;
(ii) in the case of Bailiwick of Guernsey, the offer for subscription, sale or exchange of any New Notes is circulated 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
(iii) in the case of the Isle of Man, the offer for subscription, sale or exchange of any New Notes is circulated in compliance with the licensing requirements of the Isle of Man Financial Services Act 2008 or any exclusions or exemption therefrom.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"). Subject to certain exceptions, such securities may not be offered, sold or delivered within the United States. Any securities referred to herein would be offered and sold outside of the United States in reliance on Regulation S of the Securities Act. There will be no public offering in the United States. Further, the offer and sale of securities referred to in the Materials will not be registered under the applicable securities laws of Australia, Canada, the Republic of Ireland, Japan or South Africa. Potential users of this information are requested to inform themselves about and to observe any such restrictions.
Other
No reliance may be placed for any purposes whatsoever on the information contained in the Materials, other than in respect of the Prospectus, Final Terms or the Exchange Offer Memorandum, or on their accuracy or completeness. The contents of the Materials, other than the Prospectus, Final Terms or the Exchange Offer Memorandum, have not been verified by the Issuer or any of IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited (the “New Notes Guarantors”) and none of the Materials have been verified by any other person. The information in the Materials is subject to completion and change. Any potential investor should determine for itself the relevance of the information contained in the Materials and any investment in the securities should be based upon such investigation as it deems necessary. The Issuer and the New Notes Guarantors, and their advisers and/or agents do not provide legal, tax, accounting or investment advice in relation to the securities and they are not responsible for any advice you may receive from any third party.
If you are in any doubt about the contents of the Materials or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
By ticking the box below, you are confirming the following (where “I” in each instance refers to each person so confirming):
