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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Tp Icap Group Plc | LSE:TCAP | London | Ordinary Share | JE00BMDZN391 | ORD 25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.50 | 0.73% | 207.50 | 207.50 | 208.00 | 208.00 | 205.50 | 206.50 | 688,786 | 13:45:21 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Ins Agents,brokers & Service | 2.18B | 74M | 0.0950 | 21.84 | 1.62B |
From Apr 2019 to Apr 2024
TIDMTLPR
RNS Number : 8323E
Tullett Prebon PLC
06 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
6 November 2015
Tullett Prebon plc
Possible acquisition of the global broking business of ICAP plc
Tullett Prebon plc ("Tullett Prebon") notes the recent press speculation and confirms that it is in discussions with ICAP plc ("ICAP") regarding the possible acquisition by Tullett Prebon of ICAP's global broking business, including ICAP's associated technology and broking platforms (including iSwap and Fusion), ICAP's associated information services revenue and certain of ICAP's joint ventures and associates ("IGBB") (the "Transaction").
If the Transaction were to be completed, it is envisaged that it would be structured as an acquisition of IGBB by Tullett Prebon, with new shares in Tullett Prebon issued as consideration. It is envisaged that Tullett Prebon would issue more than 100% of its existing share capital as consideration and the Transaction would be structured such that the majority of such new Tullett Prebon shares would be distributed to ICAP's shareholders, with ICAP retaining a minority stake in the enlarged Tullett Prebon.
Discussions regarding the Transaction are currently ongoing and there can be no certainty that any transaction will be agreed. Tullett Prebon will update the market when it is appropriate to do so.
Under the envisaged structure, the Transaction would constitute a reverse takeover for the purposes of the Listing Rules. Listing Rule ("LR") 5 therefore requires Tullett Prebon to ensure that there is sufficient publicly available information about the proposed transaction to avoid a suspension of Tullett Prebon's shares. As IGBB is not subject to a public disclosure regime, the information required under LR 5.6.15G is set out below. This information assumes the perimeter of IGBB is as set out below. The precise perimeter of IGBB is under consideration by both parties.
Information required under LR 5.6.15G
Description of IGBB including key non-financial operating or performance measures
In accordance with LR 5.6.15G(2), set out below is a description of IGBB, including key non-financial operating and performance measures relating to IGBB.
Operating across 37 locations in 23 countries, IGBB provides voice and voice-electronic hybrid inter--dealer broking services and complementary information services products across a wide range of asset classes including rates, emerging markets, commodities, equities, FX and money markets and credit.
For the purposes of this announcement, the perimeter of IGBB includes the following constituent parts of ICAP:
-- ICAP's three regionally managed voice broking businesses in EMEA, the Americas and Asia Pacific[1] ("APAC"), including all e-trading products and services developed by ICAP's e-Commerce team (including Fusion[2] and Scrapbook[3]) (together "Global Broking");
-- ICAP's 40.23% economic interest in iSwap, a global electronic trading platform for EUR, USD, GBP and AUD interest rate swaps;
-- Revenues and operating profits from sales of information services products directly attributable to Global Broking and iSwap ("Information Services"); and
-- Certain of ICAP's joint ventures, associates and investments, including SIF ICAP, SA de CV (Mexico), Totan ICAP Co Limited (Japan), Central Totan Securities Co Limited (Japan) and Corretaje e Informacion Monetaria y de Divisas, SA (Spain).
IGBB offers its customers a choice of trading venues and services, allowing them to select the execution method (matched principal, agency/name give-up or execution on-exchange) appropriate for the liquidity of the product and their specific needs. Market participants use IGBB's voice and voice-electronic hybrid broking services to assess trading availability and successfully execute trades. Customers range from investment banks for fixed income products to end-user corporates and industrials for commodities.
IGBB's 1,458 voice brokers (as at the end of March 2015) draw on their deep customer relationships, market expertise and IGBB's suite of pre-trade price discovery screens to identify potential trading interest, and in doing so create transparency, liquidity and facilitate the price discovery process. This is particularly important in markets where there is a wide range of potential transaction types and the number of parties willing to enter into certain transactions at any moment may be limited.
IGBB is separately managed from ICAP's other businesses by a dedicated management team. IGBB is supported by 871 dedicated support staff within the business and additional staff within ICAP's central functions including IT, legal, HR, finance, risk and compliance.
iSwap is a global electronic trading platform for EUR, USD, GBP and AUD interest rate swaps. Since its creation in 2010, iSwap has continued to build on its market position and has brought increased transparency, greater efficiency and lower transaction costs to the world's largest over-the-counter ("OTC") derivative market. iSwap operates as a regulated multilateral trading facility ("MTF") in Europe and within the IGBB Swap Execution Facility in the US.
Information Services delivers independent data solutions to financial market participants, generating subscription-based fees from a suite of products and services directly attributable to Global Broking and iSwap. Information Services charges licence fees based on financial instruments linked to proprietary indices as well as licensing other index administrators for the use of IGBB data in their indices.
A breakdown of IGBB's revenue for the three financial years ended 31 March 2015, split between the three regions of Global Broking (including iSwap) and Information Services, is set out in the table below.
Hot Features
Premium
Year ended
31 March 2013 31 March 2014 31 March 2015
GBPm GBPm GBPm
Global Broking and iSwap:
EMEA 452 411 374
Americas 394 362 297
APAC 110 102 96
Information Services 36 38 41
--------------------------- -------------- -------------- --------------
Total 992 913 808
--------------------------- -------------- -------------- --------------
IGBB - asset class information
Set out below is a description of IGBB's business by asset class.
Rates
Rates comprises interest rate derivatives, government bonds, repos and financial futures broking and is the largest asset class by revenue for IGBB. The main revenue contributors are voice/voice-electronic hybrid broking of OTC interest rate derivatives and government bonds in London, Jersey City and, to a smaller extent, Australia. Rates includes the electronic interest rate swap platform iSwap.
Emerging Markets
IGBB is active in emerging markets across APAC, Latin America, Central and Eastern Europe and Africa. Emerging Markets revenue includes domestic broking in local markets and cross-border broking activity in globally traded emerging markets money and interest rate products. Emerging Markets revenues are generated largely from interest rates and foreign exchange in a combination of offshore centres and onshore centres. The largest offshore centres are London and Jersey City with the largest onshore presence in Brazil.
Commodities
IGBB is involved in the broking of transactions in various commodities, in particular energy (including power and electricity, oils, natural gas, coal and alternative fuels), shipping, metals and other bulk commodities. It is largely comprised of broking oils, natural gas and power in the United States and Europe. The United States business is spread across numerous locations with Jersey City and Kentucky being the largest offices. The European business is largely based in London and has smaller offices across Continental Europe including Norway, Spain and Holland.
Equities
Equities revenues are largely generated from equity derivatives broking in IGBB's Jersey City and London offices.
FX and Money Markets
FX and Money Markets revenues are generated largely from FX forwards with smaller businesses in spot FX and cash deposits. These revenues are primarily generated in Jersey City and London.
Credit
Credit revenues are generated virtually all from corporate bonds with a small presence in credit derivatives, largely from IGBB's Jersey City and London offices.
A breakdown of IGBB's revenue for the three financial years ended 31 March 2015, by asset class, is set out in the table below.
Year ended
31 March 2013 31 March 2014 31 March 2015
GBPm GBPm GBPm
Rates 390 360 315
Emerging Markets 150 150 132
Commodities 162 139 121
Equities 106 113 103
FX and Money Markets 91 78 74
Credit 93 73 63
---------------------- -------------- -------------- --------------
Total 992 913 808
---------------------- -------------- -------------- --------------
Trend information
(MORE TO FOLLOW) Dow Jones Newswires
November 06, 2015 05:22 ET (10:22 GMT)
IGBB's revenue from continuing businesses for the six months ending 30 September 2015, on a constant currency basis, was in line with the same period in the prior year. An increase in revenue from Information Services and iSwap was offset by a decrease in Global Broking revenue.
The performance of Global Broking in the period has been mixed across regions as lower levels of market activity in EMEA and the Americas were offset by an improved performance in APAC. Volatility driven by the Chinese stock market slide boosted revenue in Equities across all regions.
Global Broking revenue in EMEA was adversely impacted as traders held positions in the lead up to the UK general election and due to reduced activity levels driven by Greece uncertainty. Revenue in the Americas was down due to the continued low interest rate volatility, lack of clear movement from the Federal Reserve and slow market trading (especially in FICC), driven by uncertainties over the health of the United States economy. APAC revenue improved on the prior year driven by Australian rates and government bonds following the announcement of a further interest rate cut.
Additional information
Eligibility of the enlarged Tullett Prebon
As it is envisaged that the Transaction would classify as a reverse takeover under the Listing Rules, upon completion, the listing on the premium listing segment of the Official List of all the existing ordinary shares of Tullett Prebon would be cancelled. Application would therefore need to be made to the UK Listing Authority and the London Stock Exchange for the immediate readmission of the ordinary shares of Tullett Prebon, including the new Tullett Prebon ordinary shares issued as consideration for IGBB, to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The eligibility of the enlarged Tullett Prebon to be admitted to the Official List would need to be agreed with the UK Listing Authority.
Regulatory capital resources requirements
Discussions have been initiated with the Financial Conduct Authority ("FCA") on the regulatory capital resources requirements which would be applicable to the enlarged Tullett Prebon and its subsidiaries regulated by the FCA following the Transaction.
Historical financial information relating to IGBB
In accordance with LR 5.6.15G(1), set out below is the relevant unaudited historical financial information relating to IGBB for the years ended 31 March 2013, 31 March 2014 and 31 March 2015.
IGBB has not in the past constituted a separate legal group and has not previously prepared or reported any combined or consolidated financial information.
The basis of preparation of the historical financial information relating to IGBB is set out in Appendix 1.
Should the proposed Transaction proceed, a prospectus will be required to be published in relation to the application for admission to the Official List of the new and existing shares in Tullett Prebon. In accordance with the Listing Rules and the Prospectus Rules of the UK Listing Authority, such a prospectus would include audited financial statements of IGBB prepared in accordance with such rules. It is possible that the financial information contained in any such prospectus may differ from the combined accounts of IGBB set out below.
Combined income statement
Year ended 31 March
2015
Trading Acquisitions Exceptional Total
GBPm and items GBPm
disposal GBPm
costs
GBPm
------------------------------- -------- ------------- ------------ ------
Revenue 808 -- -- 808
Operating expenses (727) (1) (73) (801)
Other income 3 -- -- 3
Operating profit 84 (1) (73) 10
Finance income 2 1 -- 3
Finance expense (1) -- -- (1)
Share of profit of associates
and JVs after tax 8 -- -- 8
Profit before tax 93 -- (73) 20
Tax (15) (3) 19 1
Profit for the year 78 (3) (54) 21
Attributable to:
Owners of the group 79 (3) (54) 22
Non-controlling interests (1) -- -- (1)
78 (3) (54) 21
------------------------------- -------- ------------- ------------ ------
Year ended 31 March
2014
Trading Acquisitions Exceptional Total
GBPm and items GBPm
disposal GBPm
costs
GBPm
------------------------------- -------- ------------- ------------ ------
Revenue 913 -- -- 913
Operating expenses (803) (14) (76) (893)
Other income 5 -- -- 5
Operating profit 115 (14) (76) 25
Finance income 10 -- -- 10
Finance expense -- (1) -- (1)
Share of profit of associates
and JVs after tax 6 -- -- 6
Profit before tax 131 (15) (76) 40
Tax (30) 22 12 4
Profit for the year 101 7 (64) 44
Attributable to:
Owners of the group 103 7 (64) 46
Non-controlling interests (2) -- -- (2)
101 7 (64) 44
------------------------------- -------- ------------- ------------ ------
Year ended 31 March
2013
Trading Acquisitions Exceptional Total
GBPm and items GBPm
disposal GBPm
costs
GBPm
------------------------------- -------- ------------- ------------ ------
Revenue 992 -- -- 992
Operating expenses (872) (88) (36) (996)
Other income 8 -- -- 8
Operating profit 128 (88) (36) 4
Finance income 6 -- -- 6
Finance expense (1) -- -- (1)
Share of profit of associates
and JVs after tax 6 -- -- 6
Profit before tax 139 (88) (36) 15
Tax (32) 19 7 (6)
Profit for the year 107 (69) (29) 9
-------- ------------- ------------ ------
Attributable to:
Owners of the group 106 (69) (29) 8
Non-controlling interests 1 -- -- 1
107 (69) (29) 9
------------------------------- -------- ------------- ------------ ------
Combined statement of comprehensive income
Year Year Year
ended ended ended
31 31 31
March March March
2013 2014 2015
GBPm GBPm GBPm
--------------------------------- ------- ------- -------
Profit for the year 9 44 21
Other comprehensive
profit/(loss)
Items that will be reclassified
subsequently to profit
or loss when specific
conditions are met:
- Exchange differences 13 (66) 25
----------------------------------- ------- ------- -------
Other comprehensive
profit/(loss) for the
year, net of tax 13 (66) 25
----------------------------------- ------- ------- -------
Total comprehensive
profit/(loss) for the
year 22 (22) 46
----------------------------------- ------- ------- -------
Total comprehensive
profit/(loss) attributable
to:
Owners of the group 21 (19) 45
Non-controlling interests 1 (3) 1
22 (22) 46
--------------------------------- ------- ------- -------
(MORE TO FOLLOW) Dow Jones Newswires
November 06, 2015 05:22 ET (10:22 GMT)
Combined balance sheet
As As As
at at at
31 31 31
March March March
2013 2014 2015
GBPm GBPm GBPm
-------------------------------- --------- --------- ---------
Assets
Non-current assets
Intangible assets arising
on consolidation 96 80 82
Intangible assets from
development expenditure 32 48 44
Property and equipment 35 30 26
Investment in joint
ventures 8 5 7
Investment in associates 32 36 36
Available-for-sale investment 22 12 9
Deferred tax asset 21 15 12
Trade and other receivables 4 1 2
Retirement benefit assets 1 -- --
251 227 218
-------------------------------- --------- --------- ---------
Current assets
Trade and other receivables 16,793 22,757 24,236
Receivable from affiliates 98 112 122
Restricted funds 33 35 35
Cash and cash equivalents 439 368 350
17,363 23,272 24,743
-------------------------------- --------- --------- ---------
Total assets 17,614 23,499 24,961
---------------------------------- --------- --------- ---------
Liabilities
Current liabilities
Trade and other payables (16,751) (22,725) (24,194)
Payable to affiliates (104) (92) (75)
Bank overdraft (1) (1) (33)
Tax payable (46) (21) (30)
Provisions -- (8) (14)
(16,902) (22,847) (24,346)
-------------------------------- --------- --------- ---------
Non-current liabilities
Trade and other payables (7) (6) (6)
Deferred tax liabilities (12) (7) (11)
Retirement benefit obligations (3) (2) (4)
Provisions (12) (10) (20)
(34) (25) (41)
-------------------------------- --------- --------- ---------
Total liabilities (16,936) (22,872) (24,387)
Net assets 678 627 574
Invested capital
-------------------------------- --------- --------- ---------
Invested capital attributable
to:
Owners of the group 640 602 548
Non-controlling interests 38 25 26
Total invested capital 678 627 574
---------------------------------- --------- --------- ---------
Combined statement of changes in invested capital
Owners Non-controlling Total
Year ended 31 March GBPm interests GBPm
2015 GBPm
------------------------ ------- ---------------- ------
Balance as at 1 April
2014 602 25 627
Profit/(loss) for the
year 22 (1) 21
Other comprehensive
profit for the year,
net of tax 23 2 25
Total comprehensive
profit for the year 45 1 46
Net distributions in
the year (99) -- (99)
Balance as at 31 March
2015 548 26 574
-------------------------- ------- ---------------- ------
Owners Non-controlling Total
Year ended 31 March GBPm interests GBPm
2014 GBPm
----------------------------- ------- ---------------- ------
Balance as at 1 April
2013 640 38 678
Profit/(loss) for the
year 46 (2) 44
Other comprehensive
loss for the year, net
of tax (65) (1) (66)
Total comprehensive
loss for the year (19) (3) (22)
Net distributions in
the year (19) -- (19)
Dividend to non-controlling
interests* -- (10) (10)
Balance as at 31 March
2014 602 25 627
------------------------------- ------- ---------------- ------
*Dividend payments to non-controlling interest
of an IGBB subsidiary.
Owners Non-controlling Total
Year ended 31 March GBPm interests GBPm
2013 GBPm
----------------------------------- ------- ---------------- ------
Balance as at 1 April
2012 723 42 765
Profit for the year 8 1 9
Other comprehensive
profit for the year,
net of tax 13 -- 13
Total comprehensive
profit for the year 21 1 22
Net distributions in
year (104) -- (104)
Other movement in non-controlling
interests -- (5) (5)
Balance as at 31 March
2013 640 38 678
------------------------------------- ------- ---------------- ------
Combined statement of cash flows
Year Year Year
ended ended ended
31 31 31
March March March
2013 2014 2015
GBPm GBPm GBPm
----------------------------------- ------- ------- -------
Cash flows from operating
activities 122 (8) 24
Cash flows from investing
activities
Dividends received from
associates 1 4 4
Dividends received from
joint ventures -- 5 1
Other equity dividends
received 2 2 --
Payments to acquire
property and equipment (1) (7) (3)
Intangible development
expenditure (31) (28) (16)
Proceeds from disposal
of subsidiary -- -- 1
Proceeds from disposal 3 -- --
of available-for-sale
investments
Acquisition of associates
and joint ventures (2) -- (1)
Net cash flows from
investing activities (28) (24) (14)
------------------------------------- ------- ------- -------
Cash flows from financing
activities
Dividends paid to non-controlling -- (10) --
interest*
Net cash distributions
to affiliates (103) (22) (131)
Net cash flows from
financing activities (103) (32) (131)
------------------------------------- ------- ------- -------
Net (decrease)/increase
in cash and cash equivalents (9) (64) (121)
Cash and cash equivalents
at beginning of the
year** 410 438 367
FX adjustments 37 (7) 71
Cash and cash equivalents
at end of the year** 438 367 317
------------------------------------- ------- ------- -------
*Dividend payments to non-controlling interest
of an IGBB subsidiary.
**Net of bank overdraft.
Accounting policies
Tullett Prebon prepares its consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union and the Companies Act 2006. ICAP also prepares its consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union and the Companies Act 2006. The financial statements of ICAP include the results, assets and liabilities of entities and businesses that would not form part of IGBB, therefore unaudited combined financial information has been prepared for IGBB for the financial years ended 31 March 2013, 31 March 2014 and 31 March 2015 (collectively the "Combined Financial Information"). No material differences in the accounting policies adopted by Tullett Prebon and those adopted by IGBB in the Combined Financial Information have been identified.
Confirmations
In accordance with LR 5.6.15G(3), the Directors of Tullett Prebon consider that this announcement contains sufficient information about IGBB to provide a properly informed basis for assessing its financial position.
(MORE TO FOLLOW) Dow Jones Newswires
November 06, 2015 05:22 ET (10:22 GMT)
In accordance with LR 5.6.15G(4), Tullett Prebon confirms that it has made the necessary arrangements with ICAP to enable it to keep the market informed without delay of any developments concerning IGBB that would be required to be released were IGBB part of Tullett Prebon.
Enquiries
Tullett Prebon
+44 (0)20 7200
Stephen Breslin, Head of Communications 7750
Rothschild (Financial Adviser +44 (0)20 7280
and Sponsor) 5000
Robert Leitão
Stephen Fox
+44 (0)20 7404
Brunswick 5959
Kim Fletcher tullettprebon@brunswickgroup.com
Mike Smith
Craig Breheny
Important notice
N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as sponsor and financial adviser to Tullett Prebon in connection with the Transaction referred to in this announcement. Rothschild is acting exclusively for Tullett Prebon and no-one else in connection with the Transaction and save for any responsibilities and liabilities, if any, which may be imposed on Rothschild, in its capacity as sponsor by the Financial Services and Markets Act 2000, as amended, Rothschild will not be responsible to anyone other than Tullett Prebon for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Transaction or the contents of this announcement or any transaction, arrangement or matter referred to herein.
This announcement has been issued by and is the sole responsibility of Tullett Prebon.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, and no offer of securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i) in accordance with the requirements under the US Securities Exchange Act of 1934, as amended, a registration statement under the US Securities Act of 1933, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption therefrom.
This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom (including the Listing Rules and the Disclosure and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Tullett Prebon's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Tullett Prebon's or IGBB's results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which Tullett Prebon and IGBB operate. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, Tullett Prebon disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Tullett Prebon share for the current or future financial years, or those of the enlarged Tullett Prebon, will necessarily match or exceed the historical published earnings per Tullett Prebon share.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
Except as explicitly stated, neither the content of Tullett Prebon's nor ICAP's website, nor any website accessible by hyperlinks on Tullett Prebon's or ICAP's website is incorporated in, or forms part of, this announcement.
This announcement is an advertisement and not a prospectus and has been prepared solely for the purpose of the Transaction.
Appendix 1 - Basis of preparation
Preparation of Combined Financial Information
The Combined Financial Information of IGBB, which has been prepared specifically for the purpose of this announcement, has been prepared on a basis that combines the results and assets and liabilities of IGBB by applying the principles underlying the consolidation procedures of IFRS 10 (revised) "Consolidated Financial Statements". The Combined Financial Information has been prepared from the ICAP consolidation schedules which include the individual financial returns of IGBB companies and the ICAP consolidation and other adjustments attributable to IGBB entities and businesses.
This basis of preparation describes how the Combined Financial Information has been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and as issued by the International Accounting Standards Board. References to IFRSs hereafter should be construed as references to IFRSs as adopted by the EU. IFRS does not provide for the preparation of combined financial information or for specific accounting treatment set out below, and accordingly, in preparing the Combined Financial Information, certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 "Standards for Investment Reporting applicable to public reporting engagements on historical financial information" issued by the UK Auditing Practices Board have been applied.
The accounting policies that were in force as at 1 April 2014 and were adopted by ICAP for the financial year ending 31 March 2015 were applied in the preparation of the Combined Financial Information for all periods. Measurement and presentation of IGBB's financial statements for the years ending 31 March 2013 and 31 March 2014 were restated based on new IFRSs and/or changes in IFRSs that were adopted by ICAP for the first time from 1 April 2014.
The preparation of Combined Financial Information requires ICAP management to apply judgements and the use of estimates and assumptions about future conditions. ICAP management considers impairment review of goodwill and other intangible assets arising on consolidation to be the area requiring exercise of increased judgement. Estimates and assumptions are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based on amounts which differ from those estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
The following summarises the key accounting and other principles applied in preparing the combined historical financial information:
-- IGBB has not in the past constituted a separate legal group and therefore it is not meaningful to show share capital or an analysis of reserves for IGBB. The net assets of IGBB are represented by invested capital, the cumulative investment of ICAP and its subsidiaries (that are not part of IGBB). Any funding to, investments in and dividends received from/paid to ICAP affiliates are shown as movements in invested capital.
(MORE TO FOLLOW) Dow Jones Newswires
November 06, 2015 05:22 ET (10:22 GMT)
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