ICAP plc - Publication of Circular and Notice of Meetings
01 March 2016
Further to the announcement 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 (the “Transaction”), ICAP announces today that the UK Listing Authority has approved a class 1 circular in relation to the Transaction, including the related introduction of a newly incorporated company, ICAP Newco plc, as new listing holding company of ICAP and a post-Transaction share consolidation (the “Circular”).
The Circular contains notices convening a Court Meeting to be held at 11.30 a.m. on 24 March 2016 and a General Meeting to be held at 11.40 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned) on the same day to consider and, if thought fit, approve the resolutions required to implement the Transaction and the related matters. 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 Court Meeting and General Meeting, completion of the Transaction is conditional upon, among other things, competition and regulatory clearances and is expected to occur later this year.
The Circular is now 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 Circular.
The expected timetable of principal events is as follows:
||Time and/or Date
|Publication of ICAP class 1 circular and Tullett Prebon Prospectus
||1 March 2016
|Latest time and date for receipt of blue Form of Proxy and CREST Proxy Instruction for the Court Meeting
||11.30 a.m. on 22 March 2016(1)
|Latest time and date for receipt of pink Form of Proxy and CREST Proxy Instruction for the General Meeting
||11.40 a.m. on 22 March 2016(2)
|Voting record time in respect of the Court Meeting and General Meeting for the holders of ICAP Ordinary Shares
||6.00 p.m. on 22 March 2016(3)
||11.30 a.m. on 24 March 2016
||11.40 a.m. on 24 March 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 Transaction 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 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 are satisfied or waived
|Scheme Record Time
||6.00 p.m. on D+9 Business Days
|Scheme Court Hearing (of the claim form to sanction the Scheme and confirm the ICAP Reduction of Capital)
||D+10 Business Days
|Scheme Effective Date (Newco becomes the holding company of ICAP)
||D+10 Business Days(5)
|Last day of dealings in ICAP Ordinary Shares
||D+10 Business Days(5)
|Delisting of ICAP Ordinary Shares, Admission of Newco Ordinary Shares, crediting of Newco Ordinary Shares to CREST accounts and the commencement of dealings in Newco Ordinary Shares on the London Stock Exchange
||8.00 a.m. on D+11 Business Days(5)
|Latest date for announcement of number of New Tullett Prebon Shares and Share Consolidation ratio
||D+15 Business Days(5)
|Newco Reduction of Capital Record Time
||6.00 p.m. on D+15 Business Days(5)
|Reduction Court Hearing (of the claim form to confirm the Newco Reduction of Capital)
||D+16 Business Days(5)
|Demerger Effective Time (Newco Reduction of Capital becomes effective)
||D+16 Business Days(5)(6)
|Share Consolidation Effective Time (Share Consolidation becomes effective)
||8.00 a.m. on D+17 Business Days(5)(6)
|Admission and commencement of dealings in New Tullett Prebon Shares and consolidated Newco Ordinary Shares on the London Stock Exchange, crediting of consolidated Newco Ordinary Shares to CREST accounts
||8.00 a.m. on D+17 Business Days(5)(6)
|Despatch of cheques, or settlement through 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
||By D+26 Business Days
- It is requested that blue Forms of Proxy for the Court Meeting are returned before 11.30 a.m. on 22 March 2016 or, if the 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 Court Meeting before the taking of the poll.
- It is requested that pink Forms of Proxy for the General Meeting are returned before 11.40 a.m. on 22 March 2016 or, if the 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 General Meeting.
- If the Court Meeting or the 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.
- Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
- 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.
- 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 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. Copies of the Circular can also be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the Company's registered office at 2 Broadgate, London EC2M 7UR or at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ.
Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Circular.
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 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 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 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 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 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.