TIDMIAP
RNS Number : 8725R
ICAP PLC
14 December 2016
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
14 December 2016
ICAP plc ("ICAP")
Sanction of Scheme and Confirmation of ICAP Reduction of
Capital
Further to the announcements by ICAP on 11 November 2015 and
subsequently relating to ICAP's disposal of its global hybrid voice
broking and information business to Tullett Prebon plc, including
ICAP's associated technology and broking platforms and certain of
ICAP's joint ventures and associates ("IGBB")(the "Transaction"),
the board of ICAP is pleased to announce that the Court has today
made an order sanctioning the Scheme to establish NEX Group plc
("NEX" or "Newco") as the holding company of ICAP and its
subsidiaries and confirming the reduction of capital of ICAP
involved therein. Under the Scheme, holders of ICAP Ordinary Shares
are entitled to one Newco Ordinary Share for each ICAP Ordinary
Share held at the Scheme Record Time, being 6pm today.
Subject to the delivery of the court order referred to above to
the Registrar of Companies, the Scheme is expected to become
effective tomorrow, 15 December 2016. A further announcement will
be made when the Scheme has become effective.
ICAP has requested that the premium listing of its securities on
the Official List be cancelled and that its securities cease to be
admitted to trading on the London Stock Exchange's Main Market for
listed securities with effect from 8.00 a.m. tomorrow. Admission of
the Newco Ordinary Shares to the premium listing segment of the
Official List and to trading on the London Stock Exchange's Main
Market for listed securities are expected to take place no later
than 8.00 a.m. tomorrow.
Completion of the Transaction remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
conditions set out in Part II of the shareholder circular published
by ICAP on 1 March 2016 (the "Circular"), as supplemented by the
shareholder circular published by ICAP on 17 August 2016, including
the Scheme becoming effective and the confirmation of the Newco
Reduction of Capital by the Court. Subject to the satisfaction or
waiver of those remaining conditions, ICAP and NEX expect the
Transaction to complete on 30 December 2016. Pending completion of
the Transaction, NEX will continue to be the ultimate holding
company of the entire ICAP Group, including IGBB.
Further detail as to the expected timetable of principal events
is set out in the ICAP and NEX announcement dated 6 December
2016.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Circular.
Enquiries
NEX Group plc / ICAP plc
+44 (0) 20 7050
Alex Dee Head of Investor Relations 7420
+44 (0) 207 818
Bryony Scragg Communications, UK 9689
+44 (0) 207 379
Neil Bennett/ 5151/
+44 (0) 7951 057
Rebecca Mitchell Maitland 351
J.P. Morgan Cazenove and Evercore are acting as joint financial
advisers and joint sponsors to ICAP and NEX in connection with the
Transaction.
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of ICAP and NEX. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change.
Neither the content of the Group's websites nor any website
accessible by hyperlinks on the Group's websites is incorporated
in, or forms part of, this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security in any jurisdiction. No offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, any securities will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States or any
other jurisdiction, where to do so might constitute a violation of
local securities laws or regulations. The distribution of this
announcement or the Prospectus in jurisdictions other than the
United Kingdom may be restricted by law. No action has been taken
to register or obtain any approval, authorisation or exemption to
the possession or distribution of this announcement or the
Prospectus (or any other publicity material relating to the
securities to which this announcement relate) in any jurisdiction
in which they are located in which such act would constitute a
violation of the relevant laws in such jurisdiction or to or for
the account or benefit of any national resident or citizen of any
jurisdiction in which such act would constitute a violation of the
relevant laws in such jurisdiction. Therefore, persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions.
The securities to which this announcement relate have not been,
and will not be, registered under the Securities Act. None of these
securities, the Prospectus or this announcement have been approved,
disapproved or otherwise recommended by any United States federal
or state securities commission or any other US regulatory
authority, nor have such authorities confirmed the accuracy or
determined the adequacy of the Prospectus or this announcement. Any
representation to the contrary is a criminal offence in the United
States.
The price and value of securities can go down as well as up.
Past performance is not a guide to future performance. The contents
of this announcement or the Prospectus are not to be construed as
legal, business, financial or tax advice. Each ICAP shareholder or
prospective investor should consult his, her or its own legal
adviser, business adviser, financial adviser or tax adviser for
legal, business, financial or tax advice.
Notice to all investors
J.P. Morgan Limited (which conducts its investment banking
business in the United Kingdom as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove")) is authorised and regulated in the United
Kingdom by the FCA. Evercore Partners International LLP
("Evercore") is authorised and regulated in the United Kingdom by
FCA. Each of J.P. Morgan Cazenove and Evercore has been appointed
as joint financial adviser and joint sponsor and are acting
exclusively for ICAP and NEX in connection with the Transaction and
the matters set out in this announcement and will not regard any
other person (whether or not a recipient of this document) as its
client in relation to the Transaction or the matters set out in
this announcement and will not be responsible to anyone other than
ICAP and NEX for providing the protections afforded to their
respective clients, or clients of their respective affiliates, nor
for providing advice in connection with the Transaction or any
other matter, transaction or arrangement referred to in this
announcement.
Aside from the responsibilities and liabilities, if any, which
may be imposed by the Financial Services and Markets Act 2000, as
amended, or the regulatory regime established thereunder, or under
the applicable regulatory regime of any jurisdiction where
exclusion of responsibility or liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
J.P. Morgan Cazenove or Evercore or any of their respective
affiliates or any of its or their respective advisers, directors or
employees accepts any responsibility or duty of care or liability
whatsoever or make any representation or warranty, express or
implied as to the contents of this announcement, including its
accuracy, fairness, reliability, reasonableness, completeness or
verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with ICAP, NEX or the
Transaction and nothing in this announcement is, or shall be relied
upon as, a promise or representation in this respect, whether as to
the past or future. Each of J.P. Morgan Cazenove and Evercore and
their respective affiliates and their respective advisers,
directors or employees accordingly disclaims to the fullest extent
permitted by law all and any responsibility or duty of care or
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
announcement or any such statement. Each of J.P. Morgan Cazenove
and Evercore and/or their affiliates provides various investment
banking, commercial banking and financial advisory services from
time to time to ICAP and NEX.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by ICAP, NEX, J.P. Morgan
Cazenove or Evercore. Subject to the Listing Rules, the Prospectus
Rules and the Disclosure Guidance and Transparency Rules, the issue
of this announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
ICAP or NEX since the date of this announcement or that the
information in it is correct as at any subsequent date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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