ICAP plc (“ICAP” or the “Company”) Results of the Court Meeting and the General Meeting

24 March 2016

24 March 2016

ICAP plc ("ICAP" or the "Company")

Results of the Court Meeting and the 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") and on 1 March 2016 relating to the publication of a circular (the "Circular") containing notices to convene a Court Meeting and a General Meeting on 24 March 2016, ICAP is pleased to announce that, earlier today, the scheme of arrangement to be made between the Company and the Scheme Shareholders (the "Scheme") was approved by the ICAP Shareholders at the Court Meeting and the resolutions to approve, among other things, the Proposals and the Transaction (the "Resolutions") were passed by the ICAP Shareholders at the General Meeting.

Results of the Court Meeting

At the Court Meeting, the Scheme was approved 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 approve the Scheme. Details of the votes cast are as follows:

 

FOR

AGAINST

Number

%

Number

%

ICAP Ordinary Shares voted

550,082,996

99.99%

33,785

0.01%

ICAP Shareholders who voted

710

95.82%

31

4.18%

ICAP Ordinary Shares voted as a percentage of the total number of ICAP Ordinary Shares#

-

84.43%

-

0.005%

# As at the voting record time, the Company's issued share capital consisted of 664,537,006 ordinary shares including 12,986,546 treasury shares, which represents 1.95 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 651,550,460.

Results of the General Meeting

At the General Meeting, the Resolutions were passed by the requisite majority on a poll vote.

Resolutions 1, 2, 3 and 5 were passed as special resolutions and resolutions 4, 6, 7, 8, 9, 10, 11, and 12 were passed as ordinary resolutions. The full text of the Resolutions is set out in the Notice of General Meeting contained in the 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 1 - Scheme of Arrangement

 

550,624,816

99.99%

32,152

0.01%

1,882,737

Resolution 2 - Articles of Association

 

550,622,699

99.99%

32,215

0.01%

1,884,791

Resolution 3 - Authority to Allot ICAP R Share

 

550,619,900

99.99%

38,080

0.01%

1,881,725

Resolution 4 - Approval of Transaction

 

550,625,428

99.99%

34,513

0.01%

1,879,764

Resolution 5 - Newco Reduction of Capital, Demerger and Share Consolidation

 

550,611,501

99.99%

45,162

0.01%

1,883,042

Resolution 6 - Employee Share Plans - Newco PSP

 

544,021,437

98.46%

8,482,699

1.54%

35,569

Resolution 7 - Employee Share Plans - Newco LTIP

 

514,075,645

93.05%

38,424,653

6.95%

39,407

Resolution 8 - Employee Share Plans - Newco DSBP

 

551,478,347

99.82%

1,017,323

0.18%

44,035

Resolution 9 - Employee Share Plans - Newco UCSOP

 

541,357,345

98.32%

9,242,360

1.68%

1,940,000

Resolution 10 - Employee Share Plans - Newco Sharesave

 

548,800,648

99.33%

3,703,484

0.67%

35,573

Resolution 11 - Employee Share Plans - Authority to Modify Employee Share Plans

 

552,370,733

99.98%

112,915

0.02%

56,057

Resolution 12 - Employee Share Plans - Authority to Establish Further Employee Share Plans

 

552,359,054

99.98%

118,723

0.02%

61,928

* Votes withheld do not count in the total of votes cast.

A copy of the resolutions passed at the Court Meeting and the 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 II (Explanatory Statement) of the 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 tenth 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 Circular. The expected date of the Scheme Court Hearing and each of the other dates and times set out in the 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 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 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 Circular.

Enquiries:

ICAP plc

Serra Balls, Group Head of Communications

+44 (0) 20 7050 7103

Alex Dee, Head of Investor Relations

 

+44 (0) 20 7050 7123

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 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 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 relates 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 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 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 investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised and regulated in the by the Financial Conduct Authority. Evercore International Partners LLP ("Evercore") is authorised and regulated in the 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.

 

 

 

 

 

 

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