Court Sanction of the Scheme of Arrangement

RNS Number : 2473Q

TP ICAP PLC

24 February 2021

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

24 February 2021

TP ICAP plc

Corporate Reorganisation - Court Sanction of the Scheme of Arrangement

On 7 January 2021, TP ICAP plc (TP ICAP) announced the publication of a circular (the Circular) and prospectus in connection with a corporate reorganisation pursuant to which it was proposed that a new ultimate holding company be introduced for the TP ICAP group (the Group). The new ultimate holding company, TP ICAP Group plc, is a company registered in Jersey with company number 130617 (New TP ICAP).

The Group's new corporate structure is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme). Pursuant to the Scheme, TP ICAP's existing share capital will be cancelled and TP ICAP Shareholders will receive one New TP ICAP Ordinary Share for each TP ICAP Ordinary Share held immediately before such cancellation.

Further to the announcement on 1 February 2021 in relation to the results of the Court Meeting and General Meeting, TP ICAP announces that the Court has today made an order sanctioning the Scheme and confirming the associated reduction of capital.

The Scheme will become effective upon a copy of the Court Order being delivered to the Registrar of Companies in England and Wales, which is expected to take place on 26 February 2021.

A further announcement will be made when the Scheme becomes effective.

TP ICAP has requested that the premium listing of its securities on the Official List be cancelled and that its securities cease to be admitted to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 26 February 2021. Admission of the New TP ICAP Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities is expected to take place by no later than 8.00 a.m. on 26 February 2021. The Group understands that New TP ICAP will remain eligible for inclusion in the FTSE UK Index series.

Capitalised terms used but not defined herein have the meanings given to them in the Circular.

Enquiries:

TP ICAP plc

For media enquiries, please contact: William Baldwin-Charles Media Relations Director	+ 44 7834 524833
Analysts and Investors please contact: Al Alevizakos Head of Investor Relations	+ 44 7999 912672

Important Notices

This announcement has been prepared by and is the sole responsibility of TP ICAP. 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 for any purpose on the information contained in this announcement or its accuracy or completeness. Each of TP ICAP and New TP ICAP and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise this announcement whether as a result of new information, future developments or otherwise (save to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Guidance and Transparency Rules). The information in this announcement is subject to change.

NEW TP ICAP ORDINARY SHARES HAVE NEITHER BEEN MARKETED TO, NOR ARE AVAILABLE FOR PURCHASE OR EXCHANGE, IN WHOLE OR IN PART, BY, THE PUBLIC IN THE UNITED KINGDOM OR ELSEWHERE IN CONNECTION WITH THE INTRODUCTION OF THE NEW TP ICAP ORDINARY SHARES TO THE OFFICIAL LIST. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN INVITATION OR OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Notice to United States residents

TP ICAP Shareholders should note that the Scheme is subject to UK procedural and disclosure requirements (which are different from those of the United States) and is proposed to be implemented through a scheme of arrangement in accordance with English company law. As such, the New TP ICAP Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act) and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof and also will not be subject to the proxy solicitation rules under the US Securities and Exchange Act of 1934, as amended. The financial information included in the Prospectus has been prepared in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

TP ICAP Shareholders should be aware that the Scheme and the ownership of New TP ICAP Ordinary Shares may have tax consequences in the United States. TP ICAP Shareholders are advised to consult their own tax advisors to determine the particular tax consequences to them of the Scheme.

The New TP ICAP Ordinary Shares to be issued in connection with the Scheme have not been approved or disapproved by the US Securities and Exchange Commission or any securities regulatory authorities of any state of the United States, nor have such authorities passed upon or determined the fairness or merits of such securities or upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

 

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