TIDMIAP
RNS Number : 4584H
ICAP PLC
17 August 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.
17 August 2016
ICAP plc ("ICAP" or the "Company")
Publication of Supplementary Circular and Notice of Meetings
Further to the circular published by ICAP on 1 March 2016 (the
"March Circular") and the announcement by ICAP on 21 June 2016 that
it no longer intends to retain a 19.9% interest in TP ICAP plc
following the completion of the disposal of its global hybrid voice
broking and information business to Tullett Prebon (the
"Transaction"), ICAP announces today the publication of a
supplementary circular (the "Supplementary Circular") which
describes the changes to the structure of the Transaction (the
"Structure Revision").
The Supplementary Circular contains notices convening a Second
Court Meeting to be held at 10.00 a.m. on 9 September 2016 and a
Second General Meeting to be held at 10.10 a.m. (or as soon
thereafter as the Second Court Meeting has been concluded or
adjourned) on the same day to consider and, if thought fit, confirm
the approval of the Scheme and approve a resolution to facilitate
the Structure Revision. Both Meetings will be held at ICAP's
registered office at 2 Broadgate, London EC2M 7UR.
In addition to the passing of the required resolutions at the
Meetings, completion of the Transaction remains conditional upon,
among other things, competition and regulatory clearances and is
expected to occur later this year. Where applicable, the
Supplementary Circular provides updates in relation to these
clearances.
The Supplementary Circular and the March Circular are available
for inspection on ICAP's website at www.icap.com. ICAP Shareholders
who have elected for printed shareholder documents will shortly
receive, amongst other documents, a hard copy of the Supplementary
Circular.
The expected timetable of principal events is as follows:
Event Time and/or Date
Publication of the Supplementary Circular 17 August 2016
Latest time and date for receipt of blue 10.00 a.m. on 7 September
Form of Proxy and CREST Proxy Instruction 2016(1)
for the Second Court Meeting
Latest time and date for receipt of pink 10.10 a.m. on 7 September
Form of Proxy and CREST Proxy Instruction 2016(2)
for the Second General Meeting
Voting record time in respect of the Second 6.00 p.m. on 7 September
Court Meeting and the Second General Meeting 2016(3)
for the holders of ICAP Ordinary Shares
Second Court Meeting 10.00 a.m. on 9 September
2016
Second General Meeting 10.10 a.m. on 9 September
2016(4)
The expected date of the Scheme Court Hearing and each of the
other dates and times set out below will depend, among other things,
on the date on which the conditions to the Scheme and the Demerger
are satisfied or, if capable of waiver, waived. They are accordingly
presented as indicative and referable to the date on which those
conditions are satisfied or waived (as the case may be). Further
details of the conditions are set out in paragraphs 3 and 5 of
Part II "Explanatory Statement" of the March Circular, as supplemented
by paragraphs 6 and 7 of Part I "Letter from the Chairman of ICAP"
of the Supplementary Circular.
ICAP will give notice of each of the below dates and times, when
known, by issuing an announcement through a regulatory information
service and by making such announcement available on ICAP's website
at www.icap.com. Further updates or changes to other times or
dates indicated below shall be notified in the same manner.
Date on which conditions to the Scheme D
are satisfied or waived
Scheme Record Time 6.00 p.m. on D+5 Business
Days
Scheme Court Hearing (of the claim form D+6 Business Days
to sanction the Scheme and confirm the
ICAP Reduction of Capital)
Scheme Effective Date (Newco becomes the D+6 Business Days(5)
holding company of ICAP)
Last day of dealings in ICAP Ordinary D+6 Business Days(5)
Shares
Delisting of ICAP Ordinary Shares, Admission 8.00 a.m. on D+7 Business
of Newco Ordinary Shares, crediting of Days(5)
Newco Ordinary Shares to CREST accounts
and the commencement of dealings in Newco
Ordinary Shares on the London Stock Exchange
Latest date for announcement of number D+8 Business Days(5)
of New Tullett Prebon Shares and Share
Consolidation ratio
Newco Reduction of Capital Record Time 6.00 p.m. on D+8 Business
Days(5)
Reduction Court Hearing (of the claim D+9 Business Days(5)
form to confirm the Newco Reduction of
Capital)
Demerger Effective Time (Newco Reduction D+9 Business Days(5)(6)
of Capital becomes effective)
Share Consolidation Effective Time (Share 8.00 a.m. on D+10 Business
Consolidation becomes effective) Days(5)(6)
Admission and commencement of dealings 8.00 a.m. on D+10 Business
in New Tullett Prebon Shares and consolidated Days(5)(6)
Newco Ordinary Shares on the London Stock
Exchange, crediting of consolidated Newco
Ordinary Shares to CREST accounts
Despatch of cheques, or settlement through By D+20 Business Days
CREST, in respect of any cash due in respect
of the sale of fractional entitlements
to New Tullett Prebon Shares and/or consolidated
Newco Ordinary Shares, and share certificates
in respect of New Tullett Prebon Shares
and consolidated Newco Ordinary Shares
(1) It is requested that blue Forms of Proxy for the Second
Court Meeting are returned before 10.00 a.m. on 7 September 2016
or, if the Second Court Meeting is adjourned, not later than 48
hours before the time and date set for the holding of the adjourned
meeting. However, blue Forms of Proxy not returned by this time may
be handed to ICAP's Registrars, on behalf of the Chairman, at the
Second Court Meeting before the taking of the poll.
(2) It is requested that pink Forms of Proxy for the Second
General Meeting are returned before 10.10 a.m. on 7 September 2016
or, if the Second General Meeting is adjourned, not later than 48
hours before the time and date set for the holding of the adjourned
meeting. Pink Forms of Proxy cannot be handed to ICAP's Registrar,
on behalf of the Chairman, at the Second General Meeting.
(3) If the Second Court Meeting or the Second General Meeting is
adjourned, the voting record time for the relevant adjourned
meeting will be at 6.00 p.m. on the day which is two days before
the date of the adjourned meeting.
(4) Or as soon thereafter as the Second Court Meeting shall have concluded or been adjourned.
(5) These dates depend, among other things, on the date upon
which the Court sanctions the Scheme and confirms the ICAP
Reduction of Capital and the date on which the Scheme Court Order
sanctioning the Scheme and confirming the ICAP Reduction of Capital
and the associated statement of capital are delivered to and, if
ordered by the Court, registered by, the Registrar of
Companies.
(6) These dates depend, among other things, on the date upon
which the Court confirms the Newco Reduction of Capital and the
date on which the Reduction Court Order confirming the Newco
Reduction of Capital and the associated statement of capital are
delivered to and, if ordered by the Court, registered by, the
Registrar of Companies.
A copy of the Supplementary Circular will also be submitted to
the National Storage Mechanism, where it will shortly be available
for inspection at www.morningstar.co.uk/uk/NSM.
Capitalised terms not otherwise defined in this announcement
shall have the meaning given to them in the Supplementary
Circular.
Enquiries:
ICAP plc
Alex Dee Head of Investor Relations +44 (0) 20 7050 7420
Bryony Scragg Communications, UK +44 (0) 207 818 9689
Neil Bennett Maitland +44 (0) 207 379 5151
Rebecca Mitchell Maitland +44 (0) 7951 057 351
J.P. Morgan Cazenove and Evercore are acting as financial
advisers and Sponsors to ICAP in connection with the
Transaction.
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of the Company. 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 Company's website nor any website
accessible by hyperlinks on the Company's website 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 Supplementary Circular 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 Supplementary Circular (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 Supplementary Circular 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 Supplementary Circular
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 Supplementary Circular 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 UK investment banking
activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Evercore International Partners LLP ("Evercore")
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Each of J.P. Morgan Cazenove and Evercore has
been appointed as joint financial adviser and joint sponsor and are
acting exclusively for the Company in connection with the
Transaction and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the
Transaction and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, 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 FSMA 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 accepts any responsibility or liability
whatsoever or make any representation or warranty, express or
implied as to the contents of this Announcement, including its
accuracy, fairness, completeness or verification or for any other
statement made or purported to be made by it, or on its behalf, in
connection with the Company, 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 accordingly disclaims to the fullest extent permitted by
law all and any responsibility 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 the
Company.
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 the Company, J.P. Morgan
Cazenove or Evercore. Subject to the Listing Rules, the Prospectus
Rules and the Disclosure 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
Company 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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