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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 December 2019
TP ICAP plc
Introduction of a new Jersey incorporated holding company
TP ICAP plc (TP ICAP, or the Group) has seen meaningful growth in the size of its Asia Pacific and Americas business due to the acquisition of the global hybrid voice broking and information businesses of ICAP plc (ICAP) in 2016 (the ICAP Acquisition). As a result, the board of TP ICAP (the Board) has reviewed the continued appropriateness of the Group's international corporate and governance structure.
As a result of the review, the Board proposes to incorporate a new Group holding company in Jersey (New Topco) by means of a Court-approved scheme of arrangement (the Scheme) under the Companies Act 2006. Pursuant to the Scheme, TP ICAP shareholders would exchange their existing ordinary shares in TP ICAP for shares in New Topco on a one-for-one basis. As a key part of the proposal, it is intended that the Group's tax domicile and the location of its primary stock exchange listing would remain in the UK. As is currently the case for TP ICAP, shares in New Topco would be listed on the Premium segment of the Main Market of the London Stock Exchange and are expected to be eligible for FTSE index inclusion. The proposed new structure is subject to shareholder and regulatory approvals (including, but not limited to, approval of the Financial Conduct Authority).
The Board considers that the proposal will result in a corporate structure that should provide greater financial flexibility for the Group, support the effective governance of the business and improve the competitiveness of the Group.
The Board believes that the credit ratings of the Group and its outstanding bonds will not be impacted by the proposal.
The Board is not currently expecting there to be any impact on the location of employees as a result of the proposal.
It is intended that a prospectus and circular summarising the proposal will be published in Q2 2020 and, subject to receiving the requisite third party consents (including, but not limited to, shareholder, regulatory, and Court approvals), the proposal described above is expected to complete before the end of H1 2020. Further details of the proposal will be provided in due course.
TP ICAP plc
For media enquiries, please contact:
Media Relations & Internal Communications Director
T + 44 20 7200 7124
M + 44 7834 524833
Analysts and Investors please contact:
Head of Investor Relations
T +44 20 3933 3040
M + 44 7999 912672
Allen & Overy LLP is retained as legal adviser to TP ICAP.
Market Abuse Regulation (EU No. 596/20140)
Upon the publication of this announcement via a Regulatory Information Service, the inside information contained in it will be considered to be in the public domain. Richard Cordeschi is the person responsible for the release of this announcement.
Forward looking statements
This document contains forward-looking statements with respect to the financial condition, results and business of the Group. By their nature, forward-looking statements involve risk and uncertainty and there may be subsequent variations to estimates. The Group's actual future results may differ materially from the results expressed or implied in these forward-looking statements.
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