REG - LendInvest SI. II LendInvest - LIV2 LendInvest - LIV3 LendInvest PLC-LINV - Final Terms Confirmation

LendinvestAnnouncement

28/09/2023 08:30

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RNS Number : 9851N  LendInvest Secured Income II  28 September 2023

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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