TIDMTCAP
RNS Number : 8954K
TP ICAP PLC
07 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF THE ABU DHABI
GLOBAL MARKET, AUSTRALIA, THE DUBAI INTERNATIONAL FINANCIAL CENTRE,
JAPAN, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED ARAB
EMIRATES OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL
CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, FULLY PAID RIGHTS,
AND/OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS ONCE PUBLISHED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
7 January 2021
TP ICAP PLC
2 FOR 5 FULLY UNDERWRITTEN RIGHTS ISSUE RAISING US$427 MILLION
TO PART FUND THE ACQUISITION OF LIQUIDNET
On 9 October 2020, TP ICAP plc ("TP ICAP" or the "Company" and
together with its subsidiaries, the "Group") announced the proposed
acquisition of the entire issued share capital of Liquidnet
Holdings, Inc. ("Liquidnet" and, together with its subsidiaries and
the Group, the "Enlarged Group") for a total consideration of
between US$575 million and US$700 million, comprising cash
consideration of US$525 million (to be primarily financed via a
rights issue which was fully underwritten on a standby basis by
HSBC Bank plc ("HSBC") from the date of that announcement) (subject
to customary adjustments) payable on completion of the Acquisition
("Completion"), non-contingent deferred consideration of US$50
million and contingent consideration of up to US$125 million (the
"Acquisition").
The Acquisition creates a UK-headquartered, global financial
markets infrastructure provider. The Enlarged Group will be
well-positioned to benefit from powerful market structure trends
related to buyside objectives, such as achieving trade process
efficiency and best execution, which are propelling the rapid
electronification of financial market trading across multiple asset
classes and, in particular, in the dealer-to-client segments of the
Credit and Rates markets.
Today, TP ICAP announces a fully underwritten rights issue,
which is intended to raise proceeds of approximately GBP315 million
(approximately US$427 million(1) ), to be used to fund the
Acquisition (the "Rights Issue").
The Rights Issue is expected to result in the issue of
225,334,552 new ordinary shares (representing approximately 40.0
per cent. of the existing issued share capital of TP ICAP and 28.6
per cent. of the enlarged issued share capital immediately
following completion of the Rights Issue) (the "New Ordinary
Shares"). The Rights Issue will be on the following basis:
2 for 5 Rights Issue at 140.0 pence per New Ordinary Share.
The Acquisition is conditional on the approval of the
shareholders of the Company (the "Shareholders") at a general
meeting of the Company which is to be held on 1 February 2021 (the
"General Meeting") and completion of the Redomiciliation (as
defined below). A notice of the General Meeting will be released
with the circular in connection with the Acquisition (the
"Circular") and prospectus in connection with the Rights Issue (the
"Prospectus"), which are expected to be published today, subject to
approval by the Financial Conduct Authority (the "FCA").
Capitalised terms used but not defined herein have the meanings
assigned to them in the Prospectus.
The directors of TP ICAP (the "Directors") unanimously consider
that the resolution to approve the Acquisition (the "Resolution")
is in the best interests of TP ICAP and its Shareholders and
recommend that Shareholders vote in favour of the resolution.
Details of the Rights Issue
Pursuant to the Rights Issue, the Company is proposing to offer
225,334,552 New Ordinary Shares by way of a Rights Issue to
Qualifying Shareholders (other than to shareholders with a
registered address or who are resident or located in one of the
Excluded Territories, subject to very limited exceptions). The
offer is to be made at 140.0 pence per New Ordinary Share (the
"Rights Issue Price"), payable in full on acceptance by no later
than 11.00 a.m. on 16 February 2021. It is expected that Admission
will occur and that dealings in the New Ordinary Shares (nil paid)
on the London Stock Exchange will commence at 8.00 a.m. on 2
February 2021, the trading day after the General Meeting.
The Rights Issue is expected to raise proceeds of approximately
GBP315 million (approximately US$427 million). The Rights Issue
Price represents a discount of approximately 35.2 per cent. to the
theoretical ex-rights price based on the closing middle-market
price of 246.6 pence per existing share on 6 January 2021 (being
the latest business day before the announcement of the terms of the
Rights Issue).
The New Ordinary Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive dividends or distributions made,
paid or declared with a record date after the date of the issue of
the New Ordinary Shares. Applications will be made to the FCA and
to the London Stock Exchange for the New Ordinary Shares to be
admitted to the Official List and to trading on the London Stock
Exchange.
Through the issue of the New Ordinary Shares, the Company
expects to raise gross proceeds of approximately GBP315 million
(approximately US$427 million). The aggregate expenses of, or
incidental to, the Rights Issue to be borne by the Company are
estimated to be approximately GBP12.5 million, which the Company
intends to pay with existing resources.
Commenting on the launch of the rights issue, Nicolas Breteau,
CEO of TP ICAP, said:
" I am delighted to announce this next planned step in our
process to acquire Liquidnet. This acquisition is a unique
opportunity to transform TP ICAP's growth prospects by materially
accelerating our stated strategy of electronification, aggregation
and diversification. We believe our two businesses are highly
complementary and the deal, when completed, will help us to drive
growth and shareholder value in the medium to long term."
Enquiries
For further information, please contact:
TP ICAP
Al Alevizakos (Head of Investor Relations) +44 (0) 799 991 2672
Richard Newman (Head of Marketing &
Communications) +44 (0) 746 903 9307
William Baldwin-Charles (Media
Relations Director) +44 (0) 783 452 4833
HSBC (Sole Sponsor, Sole Global Co-ordinator, Joint Financial
Adviser and Joint Corporate Broker to TP ICAP)
Simon Alexander / Andrew Owens +44 (0) 20 7991 8888
BofA Securities (Lead Financial Adviser and Joint Bookrunner
to TP ICAP)Fraser Allan / Cara Griffiths +44 (0) 20 7628 1000
JP Morgan (Joint Bookrunner and Joint Corporate Broker to TP
ICAP)Jeremy Capstick / Barry Meyers +44 (0) 20 7742 4000
Peel Hunt (Joint Bookrunner and Joint Corporate Broker to TP
ICAP)
Andrew Buchanan / Jock Maxwell
Macdonald +44 (0) 20 7418 8900
Maitland/AMO (Financial PR)
Neil Bennett / Andy Donald +44 (0) 20 7379 5151
The person responsible for arranging and authorising the release
of this announcement is Richard Cordeschi, Group Company Secretary
of TP ICAP.
PROPOSED FULLY UNDERWRITTEN RIGHTS ISSUE RAISING GBP315 MILLION
(APPROXIMATELY US$427 MILLION)
Introduction
On 9 October 2020, TP ICAP announced that it had reached
agreement on the terms of the proposed acquisition of Liquidnet for
a total consideration of between US$575 million and US$700 million.
This comprises non-contingent cash consideration of US$525 million
payable on Completion of the Acquisition and US$50 million deferred
consideration in the form of the Loan Notes. TP ICAP will pay up to
a further US$125 million depending on the revenue performance of
Liquidnet's Equities business over the three-year period commencing
on 1 January 2021. The consideration implies an EV/EBITDA multiple
of between 8.2x and 10.0x Liquidnet's LTM September 2020 Adjusted
EBITDA(2) of US$70.2 million.
Liquidnet is a premier brand, technology-driven, international
electronic trading network that connects nearly 1,000 buyside
clients globally to liquidity in the equities and fixed income
markets. Liquidnet has acted as a trusted partner to its clients
for 20 years and its platform is fully integrated into their
end-to-end workflows.
Background to and reasons for the Rights Issue
The non-contingent base consideration of US$575 million is
expected to be financed as follows:
(i) A cash consideration of US$525 million (to be primarily
financed via a rights issue); and
(ii) US$50 million to be paid on the third anniversary following
Completion, represented by unsecured loan notes issued to certain
stockholders in Liquidnet at Completion.
The Rights Issue has been fully underwritten by HSBC, BofA
Securities, JP Morgan and Peel Hunt.
Current trading
TP ICAP has today published a trading update in a separate
announcement, the details of which are set out below.
TP ICAP
TP ICAP provided a Q3 2020 trading update on 9 November 2020. As
stated, revenue for the first nine months of 2020 was 1% lower on a
constant currency basis and 2% lower on a reported basis, compared
with the first nine months of 2019. While trading volumes continued
to be subdued during much of Q4 2020, we expect revenue for the
full year 2020 to be 1% lower than the prior year. This
demonstrates the resilience of the TP ICAP franchise and the
benefit of our diversification strategy, as revenue growth achieved
in our Data & Analytics, Institutional Services and Energy
& Commodities divisions, offset much of the decline in revenue
in our Global Broking division in 2020 after a strong first
quarter.
Liquidnet
For the financial year ending 31 December 2020, Liquidnet has
proved resilient in the midst of the COVID-19 pandemic and is
expected to produce strong revenue performance compared with the
twelve month period ending 31 December 2019.
Principal terms and conditions of the Rights Issue
The Company is proposing to raise approximately GBP315 million
by way of the Rights Issue.
Subject to the fulfilment of, among other things, the conditions
set out below, the Company will offer 225,334,552 New Ordinary
Shares to Qualifying Shareholders at a Rights Issue Price of 140.0
pence per New Ordinary Share, payable in full on acceptance. The
Rights Issue will be offered on the basis of:
2 New Ordinary Shares for every 5 Existing Ordinary Shares
held by Qualifying Shareholders on the Record Date, and so in
proportion to any other number of Existing Ordinary Shares then
held and otherwise on the terms and conditions set out in the
Prospectus.
The Rights Issue is being fully underwritten by the
Underwriters, subject to certain customary conditions, on the basis
set out in the Underwriting Agreement. The principal terms of the
Underwriting Agreement are summarised in the Prospectus. The Rights
Issue Price of 140.0 pence per New Ordinary Share, which is payable
in full on acceptance by no later than 11.00 a.m. on 16 February
2021, represents a 43.2 per cent. discount to the closing
middle-market price of the Company of 246.6 pence per Existing
Ordinary Share on 6 January 2021, the last trading day prior to the
announcement of the Rights Issue. Additionally, it represents a
discount of approximately 35.2 per cent. to the theoretical
ex-rights price of 216.1 pence per New Ordinary Share, calculated
by reference to the closing middle-market price on the same basis.
If a Qualifying Shareholder does not take up any of his or her
entitlement to New Ordinary Shares, his or her proportionate
shareholding will be diluted by 28.6 per cent. However, if a
Qualifying Shareholder takes up his or her New Ordinary Shares in
full, he or she will, after the Rights Issue has been completed,
and subject to the rounding down of any fractions, as nearly as
practicable have the same proportionate voting rights and
distribution rights as he or she had on the Record Date.
If a Qualifying Shareholder does not subscribe for the New
Ordinary Shares to which he or she is entitled, such Shareholder
can instead sell his or her rights to those New Ordinary Shares and
receive the net proceeds in cash. This is referred to as dealing in
the rights "nil paid" and, subject to the fulfilment of certain
conditions, dealings on the London Stock Exchange in the Nil Paid
Rights are expected to commence at 8.00 a.m. on 2 February
2021.
Qualifying Non-CREST Shareholders with registered addresses in
the United States, Canada or in any of the other Excluded
Territories will not be sent Provisional Allotment Letters and
Qualifying CREST Shareholders in such territories will not have
their CREST stock accounts credited with Nil Paid Rights, except
where the Company and the Sole Global Co-ordinator (on behalf of
the Underwriters) is satisfied that such action would not result in
the contravention of any registration or other legal or regulatory
requirement in such jurisdiction.
Holdings of Existing Ordinary Shares in certificated and
uncertificated form will be treated as separate holdings for the
purpose of calculating entitlements under the Rights Issue.
Fractions of New Ordinary Shares will not be allotted to any
Qualifying Non-CREST Shareholders or Qualifying CREST Shareholders,
but the Sole Global Co-ordinator (on behalf of the Underwriters)
will use its reasonable endeavours to place the aggregated Nil Paid
Rights in respect of such New Ordinary Shares in the market for the
benefit of the Company.
The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive in full all dividends and other
distributions declared, made or paid by reference to a record date
after the date of their issue, save in respect of any dividend or
distribution with a record date falling before the date of the
issue of the New Ordinary Shares.
The Rights Issue is conditional upon, among other things:
-- The passing of the Resolution at the General Meeting;
-- Admission of the New Ordinary Shares (nil paid) becoming
effective by not later than 8.00 a.m. on 2 February 2021 (or such
later time and/or date as the Company and the Sole Global
Co-ordinator may agree, being not later than 9 February 2021);
-- the delivery of certain documents to the Underwriters by the
times and dates specified in the Underwriting Agreement;
-- TP ICAP having complied with its obligations under the
Underwriting Agreement and under the terms of the Rights Issue,
save to the extent that, in the opinion of the Sole Global
Co-ordinator acting in good faith, would not be material in the
context of the Rights Issue, the underwriting of the New Ordinary
Shares or Admission;
-- the warranties on the part of TP ICAP under the Underwriting
Agreement being true, accurate and not misleading on the date of
the Underwriting Agreement, the date of the Prospectus and
immediately before Admission;
-- the Acquisition Agreement remaining in full force and effect
and not having been terminated, having lapsed or ceased to be
capable of completion in accordance with its terms, prior to
Admission;
-- no event requiring a supplement to the Prospectus having
arisen between the time of publication of the Prospectus and
Admission and no such supplementary prospectus being published by
or on behalf of the Company before Admission, which the Sole Global
Co-ordinator (acting in good faith) considers to be material in the
context of the Rights Issue; and
-- in the opinion of the Sole Global Co-ordinator (acting in
good faith), no material adverse change having occurred in respect
of the TP ICAP Group at any time prior to Admission (whether or not
foreseeable at the date of the Underwriting Agreement).
Although the Rights Issue will not proceed if the Resolution is
not passed, the Rights Issue is otherwise not conditional upon
Completion of the Acquisition. It is therefore possible that the
proceeds of the Rights Issue will be received by TP ICAP but not
used for the purpose of the Acquisition if the Acquisition does not
complete. In such circumstances, the TP ICAP Group may determine
that it is in the best interest of Shareholders to return the
proceeds of the Rights Issue to Shareholders in a timely and
efficient manner or to retain some or all of the proceeds for
general corporate purposes.
The results of the Rights Issue, including the aggregate amount
raised, is expected to be announced by the Company to a Regulatory
Information Service by 8.00 a.m. on 17 February 2021.
Applications have been made to the FCA for the New Ordinary
Shares to be admitted to the premium listing segment of the
Official List and to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on its main market for listed
securities. It is expected that Admission of the New Ordinary
Shares, nil paid, will become effective and dealings (for normal
settlement) in the New Ordinary Shares will commence, nil paid, at
8.00 a.m. on 2 February 2021.
The Existing Ordinary Shares are already admitted to the premium
listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities and to CREST. It
is expected that all of the New Ordinary Shares, when issued and
fully paid, will be capable of being held and transferred by means
of CREST. The New Ordinary Shares will trade under ISIN
GB00B1H0DZ51. The ISIN number for the Nil Paid Rights is
GB00BMCFLY79 and the ISIN for the Fully Paid Rights is
GB00BMCFLZ86.
Some questions and answers, together with further terms and
conditions of the Rights Issue, are set out in the Prospectus.
Shareholder approvals
Owing to its size, the Acquisition is a "Class 1" transaction
for the purposes of the Listing Rules and therefore requires the
approval of TP ICAP Shareholders: the Acquisition is conditional
on, amongst other things, such approval. Accordingly, the TP ICAP
General Meeting to seek TP ICAP's Shareholders' approval for the
Acquisition will take place at 1.45 p.m. on 1 February 2021.
Due to the novel coronavirus (Covid-19) pandemic, public health
or other applicable rules or regulations may restrict Shareholders'
ability to attend the General Meeting in person. Arrangements have
been made for Shareholders to attend and participate in the General
Meeting electronically. Details of how shareholders may attend the
General Meeting electronically are set out in the Circular.
Directors' intentions
The Directors believe the Acquisition and the Rights Issue to be
in the best interests of TP ICAP and the Shareholders as a whole,
and, accordingly, unanimously recommends that TP ICAP Shareholders
vote in favour of the Resolution, have committed to do in respect
of their own legal and beneficial holdings, which amount to 289,558
Ordinary Shares (representing 0.1 per cent. of the Company's
existing issued ordinary share capital as at the Latest Practicable
Date). Further, the executive directors of the TP ICAP Group have
agreed to take up their respective entitlements under the Rights
Issue.
Redomiciliation
On 23 December 2019, TP ICAP announced its intention to
reorganise the Group's international corporate structure (the
"Redomiciliation") by the establishment of a new holding company in
Jersey ("New TP ICAP") by means of a Court-approved scheme of
arrangement (the "Scheme").
A separate circular to be issued by the Company (the "Scheme
Circular") summarising the Redomiciliation and a prospectus to be
issued by New TP ICAP (the "New TP ICAP Prospectus") in connection
with the re-admission of New TP ICAP's ordinary shares to the
Official List and to trading on the London Stock Exchange is
expected to be published later today. The Redomiciliation is
expected to complete, subject to the approval of shareholders and
the Court of the Scheme, in early 2021.
Expected Timetable of Principal Events
Announcement of the Rights Issue and Acquisition 9 October 2020
Publication of the Prospectus and posting 7 January 2021
of the Circular (which includes the Notice
of General Meeting) and the Forms of Proxy
Record date for entitlements under the Rights Close of business
Issue on 27 January 2021
Latest time and date for receipt of Forms 1.45 p.m. on 28 January
of Proxy 2021
General Meeting 1.45 p.m. on 1 February
2021
Dispatch of Provisional Allotment Letters 1 February 2021
(to Qualifying Non-CREST Shareholders only)(1)
Ex entitlement date for the Rights Issue 8.00 a.m. on 2 February
2021
Admission and commencement of dealings in 8.00 a.m. on 2 February
New Ordinary Shares, nil paid, on the London 2021
Stock Exchange
Stock accounts credited with Nil Paid Rights as soon as practicable
(for Qualifying CREST Shareholders only) after 8.00 a.m. on
2 February 2021
Nil Paid Rights and Fully Paid Rights enabled as soon as practicable
in CREST after 8.00 a.m. on
2 February 2021
Recommended latest time and date for requesting 4.30 p.m. on 10 February
withdrawal of Nil Paid Rights or Fully Paid 2021
Rights from CREST (i.e., if your Nil Paid
Rights or Fully Paid Rights are in CREST and
you wish to convert them into certificated
form)
Latest time and date for receipt of instructions 11.00 a.m. 11 February
under Special Dealing Service in respect of 2021
Cashless Take-up or disposal of Nil Paid Rights
Dealings commence in relation to Cashless 11 February 2021
Take-up or disposal of Nil Paid Rights under
Special Dealing Service
Latest time and date for depositing renounced 3.00 p.m. on 11 February
Provisional Allotment Letters, nil paid or 2021
fully paid, into CREST or for dematerialising
Nil Paid Rights or Fully Paid Rights into
a CREST stock account (i.e., if your Nil Paid
Rights or Fully Paid Rights are represented
by a Provisional Allotment Letter and you
wish to convert them to uncertificated form)
Latest time and date for splitting Provisional 3.00 p.m. on 12 February
Allotment Letters, nil paid or fully paid 2021
Settlement of dealings in relation to Cashless 15 February 2021
Take-up or disposal of Nil Paid Rights under
Special Dealing Service
Dispatch of cheques in relation to proceeds 15 February 2021
of disposal of Nil Paid Rights under Special
Dealing Service
Latest time and date for acceptance and payment 11.00 a.m. on 16
in full and registration of renounced Provisional February 2021
Allotment Letters
Results of Rights Issue to be announced through by 8.00 a.m. on 17
a Regulatory Information Service February 2021
Commencement of dealings in New Ordinary Shares 8.00 a.m. on 17 February
fully paid on the London Stock Exchange 2021
New Ordinary Shares credited to CREST accounts as soon as practicable
(for Qualifying CREST Shareholders only) after 8.00 a.m. on
17 February 2021
Dispatch of definitive share certificates by no later than
for New Ordinary Shares in certificated form 2 March 2021
(to Qualifying Non-CREST Shareholders only)
Dispatch of Premium Payment cheques and credit by no later than
of Cash to CREST accounts is respect of shares 2 March 2021
not taken up (if applicable)
Completion of the Acquisition first quarter of
2021
Long Stop Date for the Acquisition 9 October 2021
____________
(1) Subject to certain restrictions relating to Overseas
Shareholders. Further information will be contained in the
Prospectus.
Each of the times and dates in the above timetable is subject to
change in which event details of the new times and dates will be
notified to the Financial Conduct Authority, the London Stock
Exchange and, where appropriate, Qualifying Shareholders through a
Regulatory Information Service. References to times are to London
time unless otherwise stated.
Notes
1. GBP:USD exchange rate of 1:1.35286
2. This reflects an update from the previously announced
EV/EBITDA multiple as a result of (i) the conversion of Liquidnet's
financial results to the IFRS accounting standard and (ii) update
of Liquidnet's Adjusted EBITDA to LTM September 2020 from LTM June
2020.
IMPORTANT NOTICE
This announcement contains inside information.
This announcement has been issued by, and is the sole
responsibility of, TP ICAP. No representation or warranty, express
or implied, is or will be made by, or in relation to, and no
responsibility or liability whatsoever is or will be accepted by
Merrill Lynch International ("BofA Securities") (as Joint
Bookrunner and Lead Financial Adviser to TP ICAP), HSBC Bank plc
("HSBC") (as Sole Sponsor, Sole Global Co-ordinator, Joint
Bookrunner and Financial Adviser to TP ICAP), J.P. Morgan
Securities plc ("J.P. Morgan") (as Joint Bookrunner to TP ICAP) and
Peel Hunt LLP ("Peel Hunt") (as Joint Bookrunner to TP ICAP), or
any of their respective directors, officers, employees or advisers,
or by any of their respective affiliates or agents, or any of their
respective directors, officers, employees or advisors, or by any
advisor to TP ICAP or by any of their affiliates or agents as to or
in relation to the truth, accuracy or completeness of the
information contained in, or otherwise arising in connection with,
this announcement (or whether any information has been omitted from
this announcement), or any other written, oral, visual or
electronic information made available to or publicly available
(howsoever transmitted) to any interested party or its advisers, or
any other statement made or purported to be made by or on behalf of
BofA Securities and/or HSBC and/or J.P. Morgan and/or Peel Hunt, or
any of their affiliates in connection with TP ICAP, its
subsidiaries or associated companies, the Acquisition, the Nil Paid
Rights, the Fully Paid Rights, the New Ordinary Shares or the
Rights Issue, and any responsibility or liability therefore is
expressly disclaimed.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus to be
published by TP ICAP in connection with the Rights Issue. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. The information in this announcement is
subject to change.
A copy of the Prospectus, when published, will be available from
the registered office of TP ICAP and on TP ICAP's website at
www.tpicap.com/investors provided that the Prospectus will not,
subject to certain exceptions, be available (whether through the
website or otherwise) to Shareholders in the United States or any
of the Abu Dhabi Global Market, Australia, the Dubai International
Financial Centre, Japan, Singapore, South Africa, Switzerland, the
United Arab Emirates or any jurisdiction in which it would be
unlawful to do so (each an "Excluded Territory").
Neither the content of TP ICAP's website nor any website
accessible by hyperlinks on TP ICAP's website is incorporated in,
or forms part of, this announcement. The Prospectus will give
further details of the Rights Issue and the Nil Paid Rights, the
Fully Paid Rights and the New Ordinary Shares.
The distribution of this announcement, the Prospectus, the
Provisional Allotment Letter, and the offering or transfer of Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law, and, therefore, persons into whose possession this
announcement, the Prospectus, the Provisional Allotment Letter
and/or any accompanying documents comes should inform themselves
about and observe any such restrictions. Any failure to comply with
any such restrictions may constitute a violation of the securities
laws of such jurisdiction. In particular, subject to certain
exceptions, this announcement, the Prospectus (once published) and
the Provisional Allotment Letters (once distributed) should not be
distributed, forwarded to or transmitted in or into the United
States or any other Excluded Territory.
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 underwrite, sell, issue, purchase or subscribe for,
or any solicitation to underwrite, sell, issue, purchase or
subscribe for Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares. No offer or invitation to underwrite, sell, issue, purchase
or subscribe for, or any solicitation to underwrite, sell, issue,
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares 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 Excluded Territory,
and should not be distributed, forwarded to or transmitted in or
into any jurisdiction, where to do so might constitute a violation
of local securities laws or regulations.
The securities to which this announcement relates (the
"Securities") have not been and will not be registered under the US
Securities Act of 1933 (as amended) (the "Securities Act") or under
any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from or in a transaction not subject to the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the Securities in the United States.
The information in this announcement may not be forwarded,
distributed or transmitted to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
transmission, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
This announcement does not constitute a recommendation
concerning any investors' options with respect to the Rights Issue.
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 are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
To the extent available, the industry and market data contained
in this announcement has come from official or third party sources.
Third party industry publications, studies and surveys generally
state that the data contained therein have been obtained from
sources believed to be reliable, but that there is no guarantee of
the accuracy or completeness of such data. TP ICAP has not
independently verified the data contained therein. In addition,
certain industry and market data contained in this announcement
comes from TP ICAP's own internal research and estimates based on
the knowledge and experience of TP ICAP's management in the market
in which TP ICAP operates. While TP ICAP believes that such
research and estimates are reasonable and reliable, they, and their
underlying methodology and assumptions, have not been verified by
any independent source for accuracy or completeness and are subject
to change without notice. Accordingly, undue reliance should not be
placed on any of the industry or market data contained in this
announcement.
Notice to all investors
Merrill Lynch International is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the FCA and the PRA
in the United Kingdom. Merrill Lynch International is exclusively
acting for TP ICAP, as Joint Bookrunner and Lead Financial Adviser,
and no one else in connection the Acquisition and the Rights Issue
and will not regard any other person as a client in relation to the
Acquisition and the Rights Issue and will not be responsible to
anyone other than TP ICAP for providing the protections afforded to
its client in relation to the Acquisition and the Rights Issue, nor
for providing advice in connection with the Acquisition or the
Rights Issue or any other matter, transaction or arrangement
referred to herein.
HSBC is authorised by the PRA and regulated by the FCA and the
PRA in the United Kingdom. HSBC is acting exclusively for TP ICAP,
as Sole Sponsor, Sole Global Co-ordinator, Joint Bookrunner and
Financial Adviser, and no one else in connection with the
Acquisition and the Rights Issue, and will not regard any other
person as a client in relation to the Acquisition and the Rights
Issue and will not be responsible to anyone other than TP ICAP for
providing the protections afforded to its client, nor for providing
advice in connection with the Acquisition, the Rights Issue or any
other matter, transaction or arrangement referred to herein.
J.P. Morgan is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom. J.P. Morgan is acting
exclusively for TP ICAP, as Joint Bookrunner, and no one else in
connection with the Rights Issue, and will not regard any other
person as a client in relation to the Rights Issue and will not be
responsible to anyone other than TP ICAP for providing the
protections afforded to its client, nor for providing advice in
connection with the Rights Issue or any other matter, transaction
or arrangement referred to herein.
Peel Hunt is authorised and regulated by the FCA in the United
Kingdom. Peel Hunt is acting exclusively for TP ICAP, as Joint
Bookrunner, and no one else in connection with the Rights Issue and
will not regard any other person as a client in relation the Rights
Issue and will not be responsible to anyone other than TP ICAP for
providing the protections afforded to its client, nor for providing
advice in connection with the Rights Issue or any other matter,
transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on BofA Securities, HSBC, J.P. Morgan or Peel Hunt
under the Financial Services and Markets Act 2000 as amended or the
regulatory regime established thereunder, none of BofA Securities,
HSBC, J.P. Morgan or Peel Hunt, in their respective roles, nor any
of their respective affiliates, accept any responsibility
whatsoever for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by any of them, or on their behalf, in
connection with TP ICAP, the Acquisition, the Rights Issue, the Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares or any other
matter referred to herein. Subject to applicable law, BofA
Securities, HSBC, J.P. Morgan, Peel Hunt and their respective
affiliates, accordingly disclaim, to the fullest extent permitted
by law, all and any liability and responsibility whether arising in
tort, contract or otherwise (save as referred to above) in respect
of the use of this announcement, or any statements or other
information contained (or omitted) in this announcement or
otherwise arising in connection therewith and no representation or
warranty, express or implied, is made by BofA Securities, HSBC,
J.P. Morgan, Peel Hunt, or any of their respective affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this announcement.
No person has been authorised to give any information or to make
any representation other than those contained in this announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
BofA Securities, HSBC, J.P. Morgan or Peel Hunt. Subject to the
Listing Rules, the Prospectus Regulation Rules, the Disclosure and
Transparency Rules and the UK version of the Market Abuse
Regulation EU 2017/1129 which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, the issue of this
announcement shall not, in any circumstances, create any
implications that there has been no change in the affairs of TP
ICAP since the date of this announcement or that the information in
it is correct as at any subsequent date.
BofA Securities, HSBC, J.P. Morgan and Peel Hunt and any of
their affiliates may, in accordance with applicable laws and
regulations, engage in transactions (including financing
arrangements such as swaps, warrants or contracts for differences)
in relation to the Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares and/or related instruments for their own account
for the purpose of hedging their underwriting exposure or
otherwise. Accordingly, references in the Prospectus, once
published, to the Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by BofA
Securities, HSBC, J.P. Morgan and Peel Hunt and any of their
affiliates acting in such capacity. Except as required by
applicable laws or regulations, BofA Securities, HSBC, J.P. Morgan
and Peel Hunt do not propose to make any public disclosure in
relation to such transactions.
In connection with the withdrawal of the United Kingdom from the
European Union, HSBC Bank plc, J.P. Morgan Securities plc (which
conducts its UK investment banking business as J.P. Morgan
Cazenove), Merrill Lynch International and Peel Hunt LLP may, at
their discretion, undertake their obligations in connection with
the Rights Issue by any of their affiliates based in the European
Economic Area.
Cautionary statement regarding forward-looking statements
This announcement may contain certain statements that are, or
may be deemed to be, forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of
operations and business of TP ICAP, Liquidnet or the Enlarged
Group. Forward-looking statements may and often do differ
materially from actual results.
These statements, which may be identified by the use of
forward-looking terminology, including the terms "anticipate",
"believe", "intend", "estimate", "expect", "may", "will", "should",
"seek", "continue", "aim", "target", "projected", "plan", "goal",
"achieve" and words of similar meaning or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions, reflect TP ICAP's beliefs and expectations and are
based on numerous assumptions regarding TP ICAP's present and
future business strategies and the environment TP ICAP and the
Enlarged Group will operate in and are subject to risks and
uncertainties that may cause actual results to differ materially.
No statement in this announcement is intended as a profit forecast
or a profit estimate and no statement in this announcement should
be interpreted to mean that earnings per share of TP ICAP for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of TP ICAP. TP ICAP
will operate in and is subject to risks and uncertainties that may
cause actual results to differ materially. No representation is
made that any of these statements or forecasts will come to pass or
that any forecast results will be achieved. Forward-looking
statements involve inherent known and unknown risks, uncertainties
and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements of TP ICAP or the
Enlarged Group to be materially different from those expressed or
implied by such forward looking statements. Many of these risks and
uncertainties relate to factors that are beyond TP ICAP's or the
Enlarged Group's ability to control or estimate precisely, such as
future market conditions, currency fluctuations, the behaviour of
other market participants, the actions of regulators and other
factors such as TP ICAP's or the Enlarged Group's ability to
continue to obtain financing to meet its liquidity needs, changes
in the political, social and regulatory framework in which TP ICAP
or Liquidnet operates or in economic or technological trends or
conditions. Past performance of TP ICAP or Liquidnet cannot be
relied on as a guide to future performance. As a result, you are
cautioned not to place undue reliance on such forward-looking
statements. The list above is not exhaustive and there are other
factors that may cause TP ICAP's or the Enlarged Group's actual
results to differ materially from the forward-looking statements
contained in this announcement. Forward-looking statements speak
only as of their date and TP ICAP, its parent and subsidiary
undertakings, the subsidiary undertakings of such parent
undertakings, BofA Securities, HSBC, J.P. Morgan and Peel Hunt, and
any of their respective directors, officers, employees, agents,
affiliates or advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking
statements made herein, except where it would be required to do so
under applicable law.
You are advised to read this announcement and, once published,
the Prospectus in their entirety for a further discussion of the
factors that could affect TP ICAP's or the Enlarged Group's future
performance. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this announcement may not occur.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Nil Paid Rights, Fully
Paid Rights and New Ordinary Shares have been subject to a product
approval process, which has determined that the Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, as
respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares may decline and investors
could lose all or part of their investment; the Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Nil Paid
Rights, Fully Paid Rights and New Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares and determining appropriate
distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ARIBRMFTMTIMMTB
(END) Dow Jones Newswires
January 07, 2021 02:00 ET (07:00 GMT)
Tp Icap (LSE:TCAP)
Historical Stock Chart
From Apr 2024 to May 2024
Tp Icap (LSE:TCAP)
Historical Stock Chart
From May 2023 to May 2024