ICAP PLC Publication of a Prospectus (1062R)

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO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

 
                                                [phone] 
Alex Dee           Head of Investor Relations    7420 
                                                [phone] 
Bryony Scragg      Communications, UK            9689 
                                                [phone] 
Neil Bennett/                                    5151/ 
                                                [phone] 
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

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December 06, 2016 08:28 ET (13:28 GMT)