TIDMTLPR
RNS Number : 2430T
Tullett Prebon PLC
24 March 2016
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
This announcement is an advertisement for the purposes of the
United Kingdom Prospectus Rules and not a prospectus and not an
offer of securities for sale in any jurisdiction. Neither this
announcement nor anything contained herein shall form the basis of,
or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not purchase or
subscribe for any shares referred to in this announcement except on
the basis of information in the Prospectus (as defined below)
published by Tullett Prebon plc on 1 March 2016. This announcement
does not constitute an offer of securities for sale, or an offer to
acquire or exchange securities in the United States or in any other
jurisdiction.
FOR IMMEDIATE RELEASE
24 March 2016
Tullett Prebon plc
Results of General Meeting
On 11 November 2015 Tullett Prebon plc ("Tullett Prebon", or the
"Company") announced its proposed acquisition of the global hybrid
voice broking and information business of ICAP plc ("ICAP")
including ICAP's associated technology and broking platforms
(including iSwap and Fusion) and certain of ICAP's joint ventures
and associates ("IGBB") (the "Transaction").
The Company published a combined class 1 circular and prospectus
relating to the Transaction (the "Prospectus") on 1 March 2016.
Tullett Prebon announces that at a General Meeting of the
Company held today, Tullett Prebon shareholders have approved, by
way of poll, both the resolutions set out in Part XXV of the
Prospectus.
The results of the poll for each resolution are set out
below:
Number Against
of poll For (% (% of
votes of shares shares
Resolution Details received voted) voted) Withheld
----------- ------------------ ------------ ----------- -------- ---------
To approve
the Transaction
and to authorise
the Directors
to take all
steps and
enter into
all agreements
and arrangements
necessary
or desirable
to implement
1 the Transaction 204,045,560 94.29% 5.71% 772,628
----------- ------------------ ------------ ----------- -------- ---------
To authorise
the Directors
to allot and
issue up to
325,426,232
New Tullett
2 Prebon Shares 204,045,560 94.17% 5.83% 772,628
----------- ------------------ ------------ ----------- -------- ---------
Notes
(A) Votes withheld are not votes in law and have therefore not
been counted in the calculation of the percentage of votes "For" or
"Against" a resolution.
(B) Tullett Prebon's total ordinary shares in issue (total
voting rights) as at 24 March 2016 was 243,516,227 ordinary shares
of 25 pence each. Ordinary shareholders are entitled to one vote
per ordinary share held. The votes received, including votes
withheld, amount to 84.11% of the total issued share capital.
The Transaction remains subject to the conditions to Completion,
which include regulatory and competition approval. Subject to
satisfaction of the conditions to Completion the Company continues
to anticipate that the Transaction will close in 2016.
In accordance with LR 9.6.2, a copy of the resolutions passed at
today's General Meeting will be submitted to the National Storage
Mechanism and will be shortly available for inspection at
www.morningstar.co.uk/uk/nsm.
Terms used in this announcement shall have the same meanings as
set out in the Prospectus.
Enquiries
Tullett Prebon
+44 (0)20 7200
Paul Mainwaring (Finance Director) 7995
Stephen Breslin (Group Head of +44 (0)20 7200
Communications) 7750
Rothschild (Financial Adviser +44 (0)20 7280
and Sponsor to Tullett Prebon) 5000
Stephen Fox
Toby Ross
HSBC (Joint Corporate Broker
to Tullett Prebon)
Nick Donald +44 (0)20 7991
Peter Glover 8888
Numis (Joint Corporate Broker
to Tullett Prebon)
Michael Meade +44 (0)20 7260
Charles Farquhar 1000
+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.
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. The information provided in this announcement is entirely
based on information provided by Tullett Prebon and has not been
independently verified by Rothschild. Accordingly, Rothschild does
not accept any responsibility or liability whatsoever, and makes no
representations or warranty, express or implied, for the contents
of this announcement. Rothschild disclaims, to the fullest extent
permitted by law all and any responsibility and liability howsoever
arising which it might otherwise have in respect of this
announcement.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority, is acting as
Joint Corporate Broker to Tullett Prebon in connection with the
Transaction. HSBC is acting exclusively for Tullett Prebon and
no-one else in connection with the Transaction. HSBC will not be
responsible to anyone other than Tullett Prebon for providing the
protections afforded to clients of HSBC or for providing advice in
relation to the Transaction or the contents of this announcement or
any transaction, arrangement or matter referred to herein. The
information provided in this announcement is entirely based on
information provided by Tullett Prebon and has not been
independently verified by HSBC. Accordingly, HSBC does not accept
any responsibility or liability whatsoever, and makes no
representations or warranty, express or implied, for the contents
of this announcement. HSBC disclaims, to the fullest extent
permitted by law all and any responsibility and liability howsoever
arising which it might otherwise have in respect of this
announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority, is acting as Joint
Corporate Broker to Tullett Prebon in connection with the
Transaction. Numis is acting exclusively for Tullett Prebon and
no-one else in connection with the Transaction. Numis will not be
responsible to anyone other than Tullett Prebon for providing the
protections afforded to clients of Numis or for providing advice in
relation to the Transaction or the contents of this announcement or
any transaction, arrangement or matter referred to herein. The
information provided in this announcement is entirely based on
information provided by Tullett Prebon and has not been
independently verified by Numis. Accordingly, Numis does not accept
any responsibility or liability whatsoever, and makes no
representation or warranty, express or implied, for the contents of
this announcement. Numis disclaims, to the fullest extent permitted
by law all and any responsibility and liability howsoever arising
which it might otherwise have in respect of this announcement.
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.
(MORE TO FOLLOW) Dow Jones Newswires
March 24, 2016 10:16 ET (14:16 GMT)
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. No securities are
intended to be registered under the US Securities Act of 1933, as
amended.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
EGMUSASRNVAOUAR
(END) Dow Jones Newswires
March 24, 2016 10:16 ET (14:16 GMT)
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