TIDMIAP
RNS Number : 1062R
ICAP PLC
06 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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.
6 December 2016
ICAP plc ("ICAP") / NEX Group plc ("NEX" or "Newco")
Publication of Prospectus, Satisfaction of Conditions and
Confirmation of Timeline
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 (the "Transaction"), the
boards of ICAP and NEX are pleased to announce that the FCA has
today approved a prospectus (the "Prospectus") in relation to the
admission of the ordinary shares in the capital of NEX to listing
on the Official List of the FCA and to trading on the main market
of the London Stock Exchange and that the Prospectus has been
published on ICAP's website at www.icap.com.
Next Steps
All necessary conditions to the implementation of the Scheme,
save for the sanction and confirmation of the Court of the Scheme
and the ICAP Reduction of Capital, the filing of the resulting
Scheme Court Order with the Registrar of Companies and the Sale and
Purchase Agreement not having terminated or lapsed in accordance
with its terms prior to the Scheme Effective Date have now been
satisfied or waived.
The Court hearing to sanction the Scheme and confirm the ICAP
Reduction of Capital is expected to take place on 14 December 2016.
It is expected that the last day for dealings in ICAP Ordinary
Shares will be 14 December 2016, the Scheme will become effective
on 15 December 2016 and the cancellation of the listing of the ICAP
Ordinary Shares on the Official List and Admission of the Newco
Ordinary Shares will take place by 8.00 a.m. on 15 December
2016.
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. Further detail as to
the expected timetable of principal events is set out below.
Event Time and/or Date(1)
The dates and times given are indicative only
and based on NEX's and ICAP's current expectations
and may be subject to change. If any of the times
and/or dates above change, the revised times and/or
dates will be notified to shareholders by an announcement
through a regulatory information service and by
making such announcement available on ICAP's website
at www.icap.com.
Scheme Court Hearing (of Wednesday 14 December
the claim form to sanction 2016
the Scheme and confirm the
ICAP Reduction of Capital)
Last day of dealings in Wednesday 14 December
ICAP Ordinary Shares 2016(2)
Scheme Record Time 6.00 p.m. on Wednesday
14 December 2016(2)
Scheme Effective Date (Newco Thursday 15 December
becomes the holding company 2016(2)
of ICAP)
Delisting of ICAP Ordinary 8.00 a.m. on Thursday
Shares, Admission of Newco 15
Ordinary Shares, crediting December 2016(2)
of Newco Ordinary Shares
to CREST accounts and the
commencement of dealings
in Newco Ordinary Shares
on the London Stock Exchange
Reduction Court Hearing Tuesday 20 December
(of the claim form to confirm 2016(2)
the Newco Reduction of Capital)
Latest date for announcement Wednesday 28 December
of number of New Tullett 2016(2)(3)
Prebon Shares and Share
Consolidation ratio
Demerger Effective Date Thursday 29 December
(Newco Reduction of Capital 2016(2)(3)(4)
becomes effective)
Newco Reduction of Capital 6.00 p.m. on Thursday
Record Time 29 December 2016(2)(3)
Share Consolidation Effective 8.00 a.m. on Friday
Time (Share Consolidation 30 December 2016(2)(3)
becomes effective)
Admission and commencement 8.00 a.m. on Friday
of dealings in New Tullett 30 December 2016(2)(3)
Prebon Shares and consolidated
Newco Ordinary Shares on
the London Stock Exchange,
crediting of consolidated
Newco Ordinary Shares to
CREST accounts
Despatch of cheques, or By Monday 16 January
settlement through CREST, 2017(2)(3)
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) All references in this announcement are to London times unless otherwise stated.
(2) 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.
(3) 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.
(4) ICAP / NEX and Tullett Prebon have agreed to work towards a
30 December 2016 Completion date to coincide with the end of a
month (or the last working day of a month) in order to facilitate a
more efficient financial separation of IGBB from the ICAP / NEX
group and integration into the Tullett Prebon group and to
accommodate the Court vacation period. In order to achieve this,
the Reduction Court Hearing will be held on 20 December 2016, just
prior to the Court vacation period, with the Reduction Court Order
being held by the ICAP / NEX group until 29 December 2016 when it
will be delivered to the Registrar of Companies for
registration.
Documents available for inspection
The Prospectus will be available, subject to certain
restrictions relating to persons resident in, or subject to the
laws and/or regulations, of any restricted jurisdiction or resident
in any jurisdiction where the extension or availability of the
Transaction would breach any applicable law, on ICAP's website at
www.icap.com up to and including the date of Admission.
A copy of the Prospectus 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 used but not otherwise defined in this
announcement have the meanings given to them in the Circular and
the Prospectus.
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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December 06, 2016 08:28 ET (13:28 GMT)
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