TIDMIAP
RNS Number : 4568J
ICAP PLC
09 September 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.
9 September 2016
ICAP plc ("ICAP" or the "Company")
Results of the Second Court Meeting and the Second General
Meeting
Further to the announcements by ICAP on 11 November 2015
relating to ICAP's agreement of definitive terms to dispose of its
global hybrid voice broking and information business to Tullett
Prebon plc (the "Transaction"), on 21 June 2016 in relation to the
amendment to the structure of the Transaction and on 17 August 2016
relating to the publication of a supplementary circular (the
"Supplementary Circular") containing notices to convene a Second
Court Meeting and a Second General Meeting on 9 September 2016,
ICAP is pleased to announce that, earlier today, ICAP Shareholders
confirmed the approval of the scheme of arrangement to be made
between the Company and the Scheme Shareholders (the "Scheme") at
the Second Court Meeting and passed the resolution to approve the
Newco Reduction of Capital, Demerger and Share Consolidation (the
"Resolution") at the Second General Meeting.
Results of the Second Court Meeting
At the Second Court Meeting, the approval of the Scheme,
previously given by ICAP Shareholders on 24 March 2016, was
confirmed by the requisite majority on a poll vote. A majority in
number of the ICAP Shareholders who voted (either in person or by
proxy), representing over 75 per cent. in value of the ICAP
Ordinary Shares held by the ICAP Shareholders who voted (either in
person or by proxy), voted to confirm the approval of the Scheme.
Details of the votes cast are as follows:
FOR AGAINST
--------------------- --------------------- ---------------
Number % Number %
--------------------- ------------ ------- ------- ------
ICAP Ordinary
Shares voted 565,718,245 100.00 23,559 0.00
--------------------- ------------ ------- ------- ------
ICAP Shareholders
who voted 776 96.64 27 3.36
--------------------- ------------ ------- ------- ------
ICAP Ordinary
Shares voted
as a percentage
of the total
number of ICAP
Ordinary Shares(#) - 86.69 - 0.004
--------------------- ------------ ------- ------- ------
(#) As at the voting record time, the Company's issued share
capital consisted of 664,537,006 ordinary shares including
11,959,825 treasury shares, which represents 1.80 per cent. of the
total issued share capital of the Company. Therefore the total
voting rights in the Company as at the voting record time were
652,577,181.
Results of the Second General Meeting
At the Second General Meeting, the Resolution was passed by the
requisite majority on a poll vote.
The Resolution was passed as a special resolution. The full text
of the Resolution is set out in the Notice of Second General
Meeting contained in the Supplementary Circular, which is available
on ICAP's website at www.icap.com. Details of the votes cast are as
follows:
FOR AGAINST WITHHELD*
------------------------ --------------------- -------------- ----------
Number %* Number %* Number
------------------------ ------------ ------- ------- ----- ----------
Resolution - Newco
Reduction of Capital,
Demerger and Share
Consolidation 570,536,151 100.00 20,006 0.00 1,950,617
------------------------ ------------ ------- ------- ----- ----------
* Votes withheld do not count in the total of votes cast.
A copy of the resolutions passed at the Second Court Meeting and
the Second General Meeting will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Next steps
Implementation of the Scheme remains subject to the satisfaction
or (if capable of waiver) waiver of the remaining conditions set
out in Part 2 (Explanatory Statement) of the circular published by
the Company on 1 March 2016 (the "March Circular"), as updated by
Part I (Letter from the Chairman of ICAP) of the Supplementary
Circular, including, among other things, the sanction of the Scheme
and confirmation of the ICAP Reduction of Capital by the Court. The
Court hearing to sanction the Scheme and confirm the ICAP Reduction
of Capital (the "Scheme Court Hearing") is expected to be held on
the sixth Business Day following the date on which the last of the
conditions to the Scheme is satisfied or, if capable of waiver,
waived.
If the Scheme is sanctioned and the ICAP Reduction of Capital is
confirmed at the Scheme Court Hearing and the other conditions to
the Scheme have been satisfied or, if capable of waiver, waived,
the Scheme is expected to become effective on the same day as it is
sanctioned. Cancellation of the listing of ICAP Ordinary Shares on
the Official List and admission to trading of the Newco Ordinary
Shares on the London Stock Exchange are expected to take place by
8.00 a.m. on the following Business Day.
The expected timetable of remaining principal events remains as
set out in the Supplementary Circular. The expected date of the
Scheme Court Hearing and each of the other dates and times set out
in the Supplementary Circular 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 Part II (Explanatory
Statement) of the March Circular, as updated by Part I (Letter from
the Chairman of ICAP) of the Supplementary Circular.
ICAP will give notice of each of the 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 in the Supplementary Circular shall be notified in the
same manner.
Capitalised terms used in this announcement and not otherwise
defined shall, unless defined herein or the context otherwise
requires, have the same meanings as given to them in the
Supplementary Circular.
Enquiries:
ICAP
Alex Dee Head of Investor Relations +44 (0) 20 7050 7420
Bryony Scragg Communications, UK +44 (0) 207 818 9689
Neil Bennett/ +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 relates 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 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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