85JA Sg Issuer 27

 
TIDMCSTL TIDM85JA 
 
16 June 2009 
 
Tullett Prebon Group Holdings plc 
 
Bond Exchange Offer 
 
NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON 
RESIDENT AND/OR LOCATED IN THE UNITED STATES OR ITALY 
 
Tullett Prebon Group Holdings plc (formerly Collins Stewart Tullett plc) (the 
"Company"), a wholly owned subsidiary of Tullett Prebon plc, announces that it 
has today invited holders of its outstanding GBP150,000,000 8.25 per cent. 
Step-Up Coupon Subordinated Notes due 2014 (ISIN: XS0198295379) (the "Existing 
Notes") to offer to exchange (the "Exchange Offer") any or all of such Existing 
Notes for Sterling-denominated Fixed Rate Guaranteed Notes due 2016 guaranteed 
by TP Holdings Limited (the "Guarantor") and issued by the Company (the "New 
Notes"). The Exchange Offer is being made on the terms and subject to the 
conditions and offer and distribution restrictions set out in an Exchange Offer 
Memorandum dated 16 June 2009 (the "Exchange Offer Memorandum"). 
 
Capitalised terms used and not otherwise defined in this announcement have the 
meaning given in the Exchange Offer Memorandum. 
 
Background 
 
The Company has a right to call the Existing Notes for redemption any time on 
or after 12 August 2009, but it does not expect that it will exercise that 
right and is inviting Noteholders (subject to certain offer and distribution 
restrictions set forth under "Offer and Distribution Restrictions" in the 
Exchange Offer Memorandum) to offer to exchange any or all of such outstanding 
Existing Notes for New Notes. 
 
The Exchange Offer 
 
Each Qualifying Noteholder whose Existing Notes are accepted for exchange in 
the Exchange Offer will receive on the settlement of the Exchange Offer, which 
(subject as provided in the Exchange Offer Memorandum) is expected to take 
place on 6 July 2009 (the "Settlement Date") New Notes in a nominal amount 
equal to the nominal amount of the Existing Notes. An amount in cash 
representing Accrued Interest in respect of Existing Notes validly submitted 
for exchange and accepted will be paid on the Settlement Date. 
 
The Exchange Offer begins today and expires at 4.00 p.m. (London time) on 24 
June 2009 unless extended, re-opened, amended or terminated as provided in the 
Exchange Offer Memorandum (the "Expiration Deadline"). 
 
The Company intends to announce as soon as practicable after the Pricing Time 
on the Pricing Date the Benchmark Treasury Security Rate, the New Issue Coupon, 
the final aggregate principal amount of the Existing Notes accepted for 
exchange, the final aggregate principal amount of New Notes and the aggregate 
principal amount of the Existing Notes that will remain outstanding, all as 
more fully described in the Exchange Offer Memorandum. The New Issue Coupon 
shall be equal to the sum of the New Issue Spread of 4.50 per cent. and the 
Benchmark Treasury Security Rate. 
 
Each Qualifying Noteholder whose Existing Notes are accepted for exchange in 
the Exchange Offer will receive on the Settlement Date an equal aggregate 
principal amount of New Notes for each GBP50,000 and higher integral multiples of 
GBP1,000 in principal amount of such Existing Notes validly offered. 
 
As the minimum denomination of New Notes is GBP50,000, a Noteholder with less 
than GBP50,000 in principal amount of Existing Notes but who wishes to 
participate in the Exchange Offer will be required to acquire an additional 
amount of Existing Notes such that its aggregate holding of Existing Notes at 
the time its Exchange Instruction is submitted is at least GBP50,000. Any 
Noteholder who holds less than GBP50,000 in principal amount of Existing Notes at 
the time its Exchange Instruction is submitted will be deemed to not have 
validly offered to exchange its Existing Notes for New Notes. Noteholders who 
do not hold at least GBP50,000 at the relevant time and Ineligible Noteholders 
will not be able to participate in the Exchange Offer and shall continue to 
hold their Existing Notes subject to their terms and conditions. 
 
A Qualifying Noteholder wishing to participate in the Exchange Offer must 
submit, or arrange to have submitted on its behalf, by not later than the 
Expiration Deadline and, in any event, before such earlier deadline as may be 
required to be met by the relevant Clearing System (unless the Exchange Offer 
is terminated earlier), a duly completed Exchange Instruction. 
 
Expected Timetable 
 
Events                                   Dates and Times (all times are London 
                                         time) 
 
Commencement of the Exchange Offer       16 June 2009 
Period 
 
Expiration Date and Time                 4.00 p.m. on 24 June 2009 
 
Pricing Date and Time                    At or around 11.00 a.m. on 25 June 
                                         2009 
 
Announcement of pricing information and  As soon as practicable after the 
acceptance of amount of Existing Notes   Pricing Time on 25 June 2009 
and New Notes 
 
Settlement Date                          Expected to be on 6 July 2009 
 
 
General 
 
The Exchange Offer is not being made in the United States or Italy or to any 
U.S. person or to any person located or resident in Italy and is also 
restricted in other jurisdictions, as more fully described in the Exchange 
Offer Memorandum. 
 
The Exchange Offer is being made on the terms and subject to the conditions 
contained in the Exchange Offer Memorandum. Qualifying Noteholders to whom the 
Exchange Offer is being made in accordance with the offer restrictions set out 
below are advised to read the Exchange Offer Memorandum carefully for full 
details of and information on the procedures for participating in the Exchange 
Offer. 
 
Under the Exchange Offer, all Exchange Instructions will be irrevocable except 
in the limited circumstances described in the Exchange Offer Memorandum. 
Subject to applicable law and as provided in the Exchange Offer Memorandum the 
Company may, in its sole discretion, extend, re-open, amend and/or terminate 
the Exchange Offer at any time. 
 
Announcements will be made as provided in the Exchange Offer Memorandum. 
 
Requests for information in relation to the Exchange Offer should be directed 
to the Dealer Managers, being The Royal Bank of Scotland plc and HSBC Bank plc. 
 
Requests for information in relation to the procedures for offer to exchange 
Existing Notes, and for any documents or materials relating to 
the Exchange Offer should be directed to the Exchange Agent. 
 
For Further Information 
 
Requests for information in relation to the Exchange Offer should be directed 
to: 
 
The Dealer Managers 
 
HSBC Bank plc 
8 Canada Square 
London E14 5HQ 
 
For information by telephone: 
Tel: +44 20 7991 5893 
Attention: Andrew Montgomery/Adam Borhamley 
Email: liability.management@hsbcib.com 
 
The Royal Bank of Scotland plc 
135 Bishopsgate 
London EC2M 3UR 
United Kingdom 
 
For information by telephone: 
+44 20 7085 8056/0639 
Attention: Andrew Burton/Ed Jennings 
Email: liabilitymanagement@rbs.com 
 
The Exchange Agent 
 
Lucid Issuer Services Limited 
Leroy House 
436 Essex Road 
London N1 3QP 
 
For information by telephone: 
+44 (0) 20 7704 0880 
Attention: Sunjeeve Patel 
Email: tullettprebon@lucid-is.com 
 
Any questions or requests for assistance or additional copies of the Exchange 
Offer Memorandum may be directed to the Exchange Agent. 
 
Disclaimer 
 
This announcement must be read in conjunction with the Exchange Offer 
Memorandum. 
 
The announcement and the Exchange Offer Memorandum contain important 
information which must be read carefully before any decision is made with 
respect to the Exchange Offer. If any Noteholder is in any doubt as to the 
action it should take, it is recommended to seek its own legal, tax and 
financial advice, including as to any tax consequences, from its stockbroker, 
bank manager, solicitor, accountant or other independent financial adviser. Any 
individual or company whose Existing Notes are held on its behalf by a broker, 
dealer, bank, custodian, trust company or other nominee must contact such 
entity if it wishes to participate in the Exchange Offer. None of the Company, 
the Guarantor, the Dealer Managers, the Trustee or the Exchange Agent, or any 
person who controls, or is a director, officer, employee or agent of such 
persons, or any affiliate of such persons, makes any recommendation as to 
whether Noteholders should participate in the Exchange Offer. The Exchange 
Agent is the agent of the Company and owes no duty to any Noteholder. 
 
No offer or invitation to acquire or exchange any securities is being made 
pursuant to this announcement. Neither this announcement nor the Exchange Offer 
Memorandum constitute an invitation to participate in the Exchange Offer in any 
jurisdiction in which, or to or from any person to or from whom, it is unlawful 
to make such invitation under applicable securities laws and offers of 
Existing Notes for exchange pursuant to the Exchange Offer will not be accepted 
from Noteholders in any jurisdiction where such invitation or offer 
to exchange is unlawful. 
 
The distribution of this announcement and the Exchange Offer Memorandum in 
certain jurisdictions may be restricted by law. Persons into whose possession 
this announcement and/or the Exchange Offer Memorandum come are required by the 
Company, the Dealer Managers, the Trustee and the Exchange Agent to inform 
themselves about, and to observe, any such restrictions. 
 
 
 
END 
 

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