TIDMIAP

RNS Number : 4451A

ICAP PLC

07 June 2016

ICAP plc (the Company)

The Company announces that it has today issued to shareholders the Annual Report and financial statements for the year ended 31 March 2016 (the Annual Report), the notice of 2016 annual general meeting and the form of proxy.

The Annual Report and the notice of 2016 annual general meeting are available to view or download from the Company's website, www.icap.com and copies of these documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

Printed copies of the Annual Report and notice of 2016 annual general meeting will be posted to shareholders who have requested them later today.

The Company's 2016 annual general meeting will be held at 11.00am on Wednesday 13 July 2016 at the offices of

ICAP plc, 2 Broadgate, London, EC2M 7UR.

The Company announced its full-year results for the year ended 31 March 2016 on 16 May 2016. A condensed set of financial statements formed part of that announcement and included an indication of the important events that occurred during the year together with a responsibility statement regarding the Annual Report. Certain further information in relation to the Annual Report is provided in full unedited text as required under the Disclosure and Transparency Rules in the appendices to this announcement. This announcement should be read together with the full-year results announcement.

Contact:

Serra Balls Group Head of Communications, ICAP plc Tel: + 44 20 7050 7103

Alex Dee Head of Investor Relations, ICAP plc Tel: + 44 20 7050 7123

ICAP plc

7 June 2016

S

Appendices:

The following appendices should be read in conjunction with, and not as a substitute for, reading the full Annual Report for the year ended 31 March 2016. Note references and definitions in the text below are as in the Annual Report for the year ended

31 March 2016.

Appendix A: Principal risks

The following table summarises the risks of principal importance to ICAP over the financial period, our appetite, their drivers and key mitigating actions. These principal risks are monitored and assessed throughout the organisation and at the Risk Committee, via the Group's risk appetite approach.

Additionally, stress testing of the sustainability of ICAP's business plan is undertaken through the assessment of extreme impact events/tail-risk events to provide an understanding of those risks that have the potential to make the business model unviable.

 
                           Importance to 
                            ICAP                        Key drivers          Mitigation 
-------------------------  ---------------------------  -------------------  ------------------- 
Strategic risk 
------------------------------------------------------------------------------------------------ 
The risk arising           To ensure ICAP               Regulatory           Business 
 from inappropriate         remains competitive          landscape            case and 
 strategic decisions        in its chosen                impacting            risk assessment 
 that fail to reflect       strategic markets,           our business         of significant 
 the full business          identifying and              or our customers'    business 
 operating environment,     optimising commercial        businesses.          initiatives. 
 and/or full impacts        opportunities                Commercial/market    Defined 
 on execution, or           requires ICAP                conditions.          product, 
 fail to adequately         to assess the                Internal             country 
 or timely identify         risks, rewards               business/operating   and customer 
 changes to the             and costs associated         model.               strategies. 
 business model.            with each.                                        Surveillance 
                            Strategic risks                                   of market, 
                            generally manifest                                regulatory 
                            over a medium                                     landscape 
                            time frame allowing                               and customer 
                            corrective proactive                              demand. 
                            management.                                       Risk scenario 
                            Appetite                                          contingency 
                            ICAP will innovate                                planning. 
                            and grow through 
                            considered initiatives 
                            and acquisitions 
                            that are scalable, 
                            experience positive 
                            switching/network 
                            effects or show 
                            a competitive 
                            advantage. 
-------------------------  ---------------------------  -------------------  ------------------- 
Operational risk 
------------------------------------------------------------------------------------------------ 
The risk of loss           While ICAP's reputation      Internal             The Group 
 resulting from             is built on strong           business/            maintains 
 inadequate or failed       execution of service,        operating            an operational 
 internal processes,        ICAP actively                model.               risk framework, 
 people and systems,        identifies, monitors         External             with independent 
 or from external           and controls the             threats.             risk function 
 events.                    risk that its                Market conditions.   oversight. 
                            people, processes                                 Timely escalation 
                            or systems fail                                   and mitigation 
                            leading to a reduction                            of risk 
                            in the quality                                    events. 
                            of service to                                     Provision 
                            our customers                                     of training 
                            and an increase                                   and guidance. 
                            in our operating                                  Information 
                            costs.                                            security 
                            Operational risks                                 breach monitoring. 
                            could manifest                                    Cyber security 
                            themselves across                                 programme, 
                            any time frame.                                   including 
                            Appetite                                          penetration 
                            ICAP will take                                    testing. 
                            measures to identify                              Critical 
                            and proportionally                                technology 
                            manage operational                                monitoring. 
                            risk to a desired                                 Risk scenario 
                            level through                                     contingency 
                            mitigating systems,                               planning. 
                            processes and 
                            controls, but 
                            recognises operational 
                            risk is inherent 
                            in its business 
                            activities. 
-------------------------  ---------------------------  -------------------  ------------------- 
Liquidity risk 
------------------------------------------------------------------------------------------------ 
Liquidity risk             ICAP has short-term          Operational          Periodic 
 is the risk that           liquidity requirements       risk.                reviews 
 the Group or any           arising from settlement      Credit risk          including 
 of its entities            and clearing arrangements,   (events).            going concern 
 do not have sufficient     in the form of               Operating            assessments. 
 liquid resources           collateral and               / business           Use of financial 
 or are unable to           margin requirements          model.               institutions 
 deploy such resources      for clearing houses                               for clearing 
 to meet their actual       or financial institutions                         access. 
 or potential obligations   providing clearing                                $250 million 
 in a timely manner         access. It is                                     of committed 
 as they fall due.          possible large                                    liquidity 
                            liquidity demands                                 held centrally 
                            may arise on the                                  for same 
                            same or next day,                                 and next 
                            due to reasons                                    day utilisation. 
                            beyond ICAP's                                     Contingency 
                            direct control.                                   funding 
                            The Group ensures                                 arrangements 
                            adequate liquidity                                and procedures 
                            resources are                                     in place. 
                            maintained to 
                            meet these requirements 
                            in support of 
                            its trading activities. 
                            Longer-term requirements 
                            arise in relation 
                            to the timing 
                            of the Group's 
                            operating cash 
                            inflows against 
                            outflows, principally 
                            for capital expenditure 
                            and dividends. 
                            The Group maintains 
                            a diversified 
                            funding base with 
                            sufficient committed 
                            headroom to forecast 
                            requirements. 
                            Appetite 
                            ICAP will have 
                            sufficient financial 
                            resources to ensure 
                            there is no significant 
                            risk that it is 
                            unable to access 
                            and utilise these 
                            resources to meet 
                            financial obligations 
                            as they fall due. 
-------------------------  ---------------------------  -------------------  ------------------- 
Reputation risk 
------------------------------------------------------------------------------------------------ 
The risk that the          ICAP remains focused         Operational          Active assessment 
 Group fails to             on maintaining               risk.                via investor 
 meet expectations          and constantly               Regulatory           relationship 
 of stakeholders,           strengthening                risk - conduct       surveys, 
 is unable to build         relationships                risk.                media surveys 
 or sustain relationships   with shareholders,           Strategic            and employee 
 with customers,            customers, regulators,       risk.                statistics. 
 incurs regulatory          lenders, clearing                                 Culture 
 censure or experiences     and settlement                                    and conduct 
 more costly access         providers, market                                 initiatives. 
 to funding sources.        infrastructure 
                            providers and 
                            employees. 
                            Reputation risk 
                            can manifest over 
                            the near term 
                            with long-term 
                            impacts. 
                            Appetite 
                            ICAP will adhere 
                            to its core values 
                            and fulfil its 
                            corporate responsibilities 
                            by ensuring it 
                            acts responsibly, 
                            ethically and 
                            with integrity. 
-------------------------  ---------------------------  -------------------  ------------------- 
Credit risk 
------------------------------------------------------------------------------------------------ 
The risk of a financial    While ICAP enters            Market conditions.   Counterparty 
 loss due to the            into transactions            Counterparty         due diligence. 
 failure of a customer      only when executing          credit worthiness.   Credit assessments 
 to meet its obligation     on behalf of customers,                           and limits. 
 to settle outstanding      providing customer                                Risk scenario 
 amounts.                   access to clearing,                               and stress 
                            or provides additional                            contingency 
                            fee-based services                                planning. 
                            to customers, 
                            there does exist 
                            short-term credit 
                            exposure prior 
                            to clearing and 
                            settlement, and 
                            outstanding receivables 
                            risk that ICAP 
                            manages. 
                            Appetite 
                            ICAP will engage 
                            only in activities 
                            which it believes 
                            will not result 
                            in loss due to 
                            significant credit 
                            risk. 
-------------------------  ---------------------------  -------------------  ------------------- 
Legal and regulatory risk 
------------------------------------------------------------------------------------------------ 
Legal risk can             ICAP operates                Multiple             ICAP has 
 arise from defective       in multiple jurisdictions    and dynamic          internal 
 transactions, failing      and remains focused          regulatory           legal and 
 to take appropriate        on ensuring it               regimes.             compliance 
 measures to protect        recognises and               Regulatory           departments 
 assets, changes            respects the rules           risks -              which act 
 in law and/or breach       and laws to which            conduct              as independent 
 of law or acceptable       it is held. ICAP             risk.                advisory 
 practice, and claims,      also recognises                                   and investigation 
 resulting in a             that the conduct                                  functions 
 liability or loss          of the Group and                                  to enable 
 to a company(ies)          its employees                                     and defend 
 within the Group.          is of paramount                                   the Group's 
 Regulatory risk            importance to                                     strategic 
 is the risk of             its strategic                                     aims. Both 
 material loss,             aims and reputation.                              legal policies 
 regulatory sanction,       Legal and regulatory                              and compliance 
 or reputational            risk can manifest                                 risk management 
 damage arising             over the near                                     frameworks 
 from the failure           term and long                                     strengthen 
 to comply with             term.                                             this defence. 
 relevant regulatory        Appetite                                          Advice is 
 requirements.              ICAP will have                                    taken regularly 
                            in place processes,                               from appropriately 
                            controls and frameworks                           qualified 
                            to comply with                                    external 
                            legal and regulatory                              advisors 
                            requirements and                                  and professionals. 
                            will use appropriate                              Training 
                            external legal                                    is provided 
                            advisors for contentious                          to staff 
                            matters and litigation.                           on an ongoing 
                            For the avoidance                                 basis. 
                            of doubt, ICAP                                    Culture 
                            has no appetite                                   and conduct 
                            for material legal                                initiatives. 
                            or regulatory 
                            breaches. 
-------------------------  ---------------------------  -------------------  ------------------- 
 

In addition to the principal risks, the Group also recognises, and actively manages the following Group risks:

 
Other Group risks         Importance to             Key risk              Mitigation 
                           ICAP                      drivers 
------------------------  ------------------------  --------------------  ----------------- 
Cross risk 
------------------------------------------------------------------------------------------- 
The risk that the         In support of             ICAP's credit         Predictability 
 Group and its divisions   achieving its             worthiness.           of earnings 
 fail to maintain          commercial targets,       Market competition.   - discipline 
 its commercial            ICAP works diligently                           is applied 
 targets due to            with all stakeholders                           to existing 
 either internal           to identify threats                             financial 
 or external factors.      and opportunities.                              performance 
                           Appetite                                        and new 
                           ICAP will monitor                               business 
                           its internal and                                proposals. 
                           external environment                            Maintenance 
                           in order to maintain                            of ICAP's 
                           stable and robust                               external 
                           financial performance                           credit rating. 
                           over the long 
                           term. 
------------------------  ------------------------  --------------------  ----------------- 
Market risk 
------------------------------------------------------------------------------------------- 
The risk of losses        ICAP does not             Volume and            Monitoring 
 in on and off-balance     actively take             complexity            and timely 
 sheet positions           market risk. Where        of trade              mitigation 
 arising from adverse      it does arise             booking.              of unmatched 
 movements in market       this is due to            Market movements      positions. 
 prices.                   failures in our           / liquidity.          Exposure 
                           expected business                               modelling. 
                           processes, systems 
                           or human error. 
                           As such it is 
                           identified and 
                           treated as operational 
                           risk. 
                           Appetite 
                           ICAP will not 
                           engage in proprietary 
                           trading or actively 
                           seek market exposure 
                           and will actively 
                           reduce any incidental 
                           market exposure 
                           resulting from 
                           its activities 
                           as soon as reasonably 
                           practicable. 
------------------------  ------------------------  --------------------  ----------------- 
Financial risk 
------------------------------------------------------------------------------------------- 
The risk that the         Interest rate             Market rates.         Details 
 Group is exposed          risk from the             Trading               of the Group's 
 to significant            Group's exposure          volume.               management 
 losses due to adverse     to rate fluctuations      Geographic            of interest 
 movements in interest     on cash balances          profile.              rate and 
 and exchange rates.       and borrowings.           Regulatory            currency 
                           Currency translation      and working           risks are 
                           risk arising from         capital               contained 
                           the conversion            requirements.         in notes 
                           of foreign currency                             9 and 27 
                           results to pound                                to the financial 
                           sterling for the                                statements. 
                           preparation of                                  Established 
                           ICAP plc's consolidated                         Group policies 
                           financial statements.                           for the 
                           Currency risk                                   management 
                           for the Group's                                 of interest 
                           entities arising                                rate and 
                           from transactions,                              currency 
                           assets or liabilities                           exposures. 
                           denominated in                                  Long-term 
                           a foreign currency                              debt raised 
                           for an individual                               with fixed 
                           entity.                                         rates with 
                           Appetite                                        the option 
                           ICAP will manage                                to swap 
                           its financial                                   to variable 
                           risks in accordance                             rates. 
                           with approved                                   Quarterly 
                           policies for the                                review of 
                           Group.                                          currency 
                                                                           exposures 
                                                                           and hedging 
                                                                           levels. 
------------------------  ------------------------  --------------------  ----------------- 
 

Appendix B: Related party transactions

Group

(a) Exotix Holdings Limited (Exotix)

As part of the disposal of Exotix to IPGL (a company controlled by Michael Spencer, the Group Chief Executive Officer) in 2007, the Group loaned employees of Exotix Limited, a subsidiary of Exotix, GBP1.5m to enable them to purchase a shareholding. The Group collected revenue of GBP15,225,771 (2014/15 - GBP8,439,804) on behalf of Exotix. As at 31 March 2016, there was a balance due to Exotix from the Group of GBP1,473,580 (2014/15 - GBP10,169,250). The Group holds GBP1.9m (2014/15 - GBP1.9m) as collateral from Exotix on deposit.

(b) TFS-ICAP LLC, TFS-ICAP Australia, TFS-ICAP Japan, TFS-ICAP Limited and TFS-ICAP Singapore

The Group invoices and collects revenue on behalf of TFS-ICAP LLC. As at 31 March 2016 the outstanding balance from all the joint ventures to the Group was GBP643,290 (2014/15 - GBP533,494 due from the Group).

(c) BSN Capital Partners Limited (BSN)

The Group provides BSN, an associate undertaking, with office space and facility services and also has a preferred brokerage agreement with BSN. As at 31 March 2016 the outstanding balance due to the Group was GBP1,192,603 (2014/15 - GBP497,824).

(d) CLS Aggregation Services LLC (CLSAS)

The Group recharged CLSAS, an associate company, GBP2,908,277 (2014/15 - GBP4,410,083) as compensation for technical services during the year. As at 31 March 2016 the total outstanding balance due to the Group was GBP320,870 (2014/15 - GBP459,588).

Related party transactions are made on an arm's-length basis.

Company

ICAP plc is the Group's ultimate parent company and is incorporated and domiciled in the UK.

During the year the Company entered into the following transactions with subsidiaries:

 
                          Year ended      Year ended 
                       31 March 2016   31 March 2015 
                                GBPm            GBPm 
--------------------  --------------  -------------- 
Management services 
 expenses                          -               - 
--------------------  --------------  -------------- 
Net interest from 
 related parties                 4.0             3.0 
--------------------  --------------  -------------- 
 

Amounts owed to the Company from subsidiaries are disclosed in note 17 and amounts owed by the Company to subsidiaries are disclosed in note 18.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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