The information contained herein may only be released, published or distributed in the United Kingdom, the Isle of Man, Jersey and the Bailiwick of Guernsey in accordance with applicable regulatory requirements. The information contained herein is 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 this document.
UK MiFIR retail investors, professional investors and ECPs target market - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients (all distribution channels) and also retail clients (all distribution channels).
28 September 2023
LENDINVEST SECURED INCOME II PLC
£60,000,000 11.5 per cent. Notes due 2026
with the benefit of a partial 20% guarantee by LendInvest plc
Final Terms Confirmation Announcement and Announcement of Results of Exchange Offer
This announcement constitutes the Final Terms Confirmation Announcement referred to in (a) the exchange offer memorandum and prospectus dated 13 September 2023 (the "Exchange Offer Memorandum and Prospectus") relating to (i) the proposed offer and issue (the "Cash Offer") by LendInvest Secured Income II plc (the "Issuer") of its 11.5 per cent. notes due 2026 (the "New Bonds"); and (ii) the Issuer's invitation to exchange (the "Exchange Offer") to holders of the 5.375 per cent. Notes due 2023 (the "Existing Bonds") issued by LendInvest Secured Income plc for the Issuer's 11.5 per cent. notes due 2026 (the "Exchange New Bonds" and together with the New Bonds, the "Notes") and (b) the summary relating to the offer of the Notes to be issued by the Issuer (the "Summary"). The Notes will be issued as one series on the Issue Date (as specified below) with ISIN XS2677624657.
This announcement also announces the results of the Exchange Offer referred to in the Exchange Offer Memorandum and Prospectus.
This announcement must be read in conjunction with the Exchange Offer Memorandum and Prospectus, the Summary, the base prospectus dated 12 September 2023 relating to the Euro Medium Term Note Programme established by the Issuer (the "Base Prospectus") and the final terms dated 13 September 2023 in connection with the issuance of the Notes (the "Final Terms").
Each of the Exchange Offer Memorandum and Prospectus, the Summary, the Base Prospectus and the Final Terms is available for viewing at the website of LendInvest plc (https://www.lendinvest.com/ bond4).
The Exchange Offer Period relating to the Exchange Offer and the Offer Period relating to the Cash Offer, in each case, expired at 4.00 p.m. (London time) on 27 September 2023 and accordingly the Notes can no longer be subscribed for nor be obtained by way of application for exchange. Accordingly, this announcement is not an offer to subscribe, tender, sell or exchange any securities.
The Issuer confirms the following for the purposes of this Final Terms Confirmation Announcement:
| Issue Date: | 3 October 2023 |
| Aggregate nominal amount of the Notes to be issued: | £60,000,000 (of which £7,314,500 were subscribed pursuant to the Cash Offer, £31,685,500 were subscribed pursuant to the Exchange Offer and £21,000,000 will be initially retained in treasury by the Issuer) |
| Estimated net proceeds of the New Bonds: | £37,969,395 (taking into account of fees and commissions payable) |
| Estimated total expenses of the offering: | £438,750 (being the fees and commissions payable to the Dealer Manager in relation to the Notes and marketing costs) |
| Expenses relating to the offering and admission to trading of the Notes: | £1,030,605 |
In relation to the Exchange Offer, the aggregate nominal amount of the Existing Bonds accepted for exchange by the Issuer is £31,685,500. Accordingly, the aggregate nominal amount of the Existing Bonds remaining outstanding (and falling due to be repaid by the Issuer on the maturity date) after the Exchange Offer will be £23,316,500.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") and/or Part VI of the Financial Services and Markets Act 2000.
Investors should not subscribe for any Notes referred to in this announcement except on the basis of information in the Base Prospectus, the Final Terms and, in relation to the Exchange Offer, the Exchange Offer Memorandum and Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the New Bonds and/or participate in the Exchange Offer. Investors should not subscribe for any bonds referred to in this announcement except on the basis of information in the Base Prospectus, the Final Terms and the Exchange Offer Memorandum and Prospectus.
Please note that the information contained in the Base Prospectus, the Final Terms and the Exchange Offer Memorandum and Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Base Prospectus, the Final Terms and/or the Exchange Offer Memorandum and Prospectus) only and is not intended for use, and should not be relied upon, by any person outside these countries and/or to whom the offer contained in the Base Prospectus, the Final Terms and/or the Exchange Offer Memorandum and Prospectus is not addressed. Prior to relying on the information contained in the Base Prospectus, the Final Terms and the Exchange Offer Memorandum and Prospectus you must ascertain from the Base Prospectus, the Final Terms and the Exchange Offer Memorandum and Prospectus (as applicable) whether or not you are part of the intended addressees of the information contained therein.
The offering and the distribution of this announcement and other information in connection with the offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any securities. Any offer and sale of any securities should only be made in compliance with the requirements of the UK Prospectus Regulation.
Any securities referred to herein have not been and will not be registered under the United States Securities Act of 1933 (as amended, the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States or to United States persons. Any securities referred to herein are being offered and sold outside of the United States in reliance on Regulation S of the Securities Act.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
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