Corporate Reorganisation - Documents Publication

RNS Number : 9628K

TP ICAP PLC

07 January 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.

7 January 2021

TP ICAP plc

Corporate Reorganisation - Distribution of Circular and Publication of Prospectus

On 23 December 2019, TP ICAP plc (TP ICAP) announced its intention to implement a corporate reorganisation pursuant to which it is 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). It is intended that the Group's new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006, which requires the approval of the TP ICAP Shareholders (as defined below) and the sanction of the Court (the Scheme).

Further to that announcement, TP ICAP announces that a circular in connection with the Scheme will be published today and distributed to its shareholders (the Circular). TP ICAP also announces that a prospectus in relation to New TP ICAP, the Group and the introduction 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 (the Prospectus) has now received approval from the Financial Conduct Authority (the FCA) and will also be published today.  

In summary, it is proposed that:

· pursuant to the Scheme, New TP ICAP will issue ordinary shares (New TP ICAP Ordinary Shares) to holders of ordinary shares in TP ICAP (TP ICAP Ordinary Shares) on a one-for-one basis. New share certificates, for shareholders who hold their shares in certificated form, will be issued for New TP ICAP Ordinary Shares and existing certificates in respect of TP ICAP Ordinary Shares will be cancelled. For shareholders who hold their shares in a CREST account, New TP ICAP Ordinary Shares will be credited to the relevant CREST member account;

· New TP ICAP Ordinary Shares will be listed on the premium listing segment of the Official List and traded on the main market of the London Stock Exchange in exactly the same way as the existing TP ICAP Ordinary Shares (which will be de-listed); and

· this will be followed by a reduction in the capital of New TP ICAP to create distributable reserves (together, the Proposals).

The Proposals are expected to create a more capital efficient corporate structure that is expected to provide greater financial flexibility.

The Proposals are conditional upon, among other things, Court approval, the approval of holders of TP ICAP Ordinary Shares (TP ICAP Shareholders) and relevant regulatory approvals (as disclosed in the Prospectus and in the Circular). The Circular contains a notice convening a Court meeting of TP ICAP Shareholders at which approval will be sought in relation to the Scheme (the Court Meeting), as well as a notice convening a general meeting of TP ICAP Shareholders at which approval will be sought in relation to the Proposals and other related matters (the General Meeting). The Court Meeting and the General Meeting will be held on 1 February 2021.

Copies of the Circular and the Prospectus will be made available on TP ICAP's website, www.tpicap.com/investors. Copies of these documents will also be submitted to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Terms used but not defined herein have the meanings given to them in the Prospectus.

HSBC Bank plc (HSBC) is acting as sole sponsor to New TP ICAP in relation to the application for 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 and as financial adviser to TP ICAP and New TP ICAP in relation to the Proposals.

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

The Proposals in Detail

Scheme of arrangement and reduction of capital

On 23 December 2019, TP ICAP announced its intention to implement a corporate reorganisation pursuant to which it is proposed that a new ultimate Jersey incorporated listed holding company, New TP ICAP, be introduced for the Group.

TP ICAP today announces further details of the Proposals and confirms that a Circular will be distributed to TP ICAP Shareholders containing full details and seeking TP ICAP Shareholders' approval of the Proposals. The Prospectus in relation to New TP ICAP, the Group and the introduction 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, has received approval from the FCA and will be published today. The Circular and the Prospectus will available on TP ICAP's website, www.tpicap.com/investors. Copies of these documents will also be submitted to the National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

It is intended that this new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006, which requires the approval of the TP ICAP Shareholders and the sanction of the Court. If the Scheme is approved and becomes Effective:

· 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; and

· New TP ICAP will be the new ultimate holding company of the Group.

Following the Scheme Effective Date, TP ICAP will be re-registered as a private limited company.

Following the Scheme becoming Effective, it is also proposed that the share capital of New TP ICAP will be reduced (the New TP ICAP Reduction of Capital). The purpose of the New TP ICAP Reduction of Capital is to create distributable reserves in the accounts of New TP ICAP, which provides for a financially and operationally efficient manner of supporting the payment of future dividends. Under Jersey law and subject to the Directors making the required solvency statement, New TP ICAP has the ability to pay dividends from profits or retained earnings from any account (including its share premium account), other than its capital redemption reserve or nominal capital account.

It is intended that the board and corporate governance structure of New TP ICAP will be the same as the existing board and corporate governance structure of TP ICAP from the Scheme Effective Date.

Background to and reasons for the Scheme

The Proposals are expected to create a more capital efficient corporate structure that is expected to provide greater financial flexibility.

Currently, TP ICAP and the Group have been subject to prudential requirements, including regulatory capital requirements, under CRD IV and CRR. In this regard, the Group has been under the FCA's consolidated prudential supervision, subject to an investment firm consolidation waiver in respect of certain UK regulated entities. As a result of the Proposals, only the EMEA sub-group will be subject to consolidated prudential supervision by the FCA under CRD IV and CRR and, post-Brexit, under the Onshored CRR. The FCA will assert capital adequacy requirements on the consolidated position of the financial institutions within the EMEA sub-group only, resulting in a change in the capital adequacy requirements imposed for the purposes of mitigating broader group risk. Consequently, any future growth in the business of the Group (whether organically or by acquisition) outside of the EMEA sub-group would not have the same impact on the Group's capital requirements as today. In particular, any goodwill and other intangible assets held outside of the EMEA sub-group should not result in a deduction from eligible capital resources in the same manner as if those assets were held in the consolidation group. Consequently, once the Proposals have been implemented, the Group is likely to benefit from greater regulatory capital efficiency and therefore have greater flexibility to achieve growth.

Since the acquisition of global hybrid voice broking and information businesses from ICAP plc, TP ICAP has been engaged in a process of simplification of its Group corporate structure. The Directors believe that an additional benefit of the Proposals would be to streamline governance further which, it is anticipated, would have benefits in terms of regulatory capital efficiencies and also in terms of risk management and controls.

The Group believes that the credit ratings of the Group and its outstanding bonds will not be impacted by the Proposals.

The Group is not currently expecting there to be any impact on the location of employees as a result of the Proposals.

It is intended that the Group will remain headed by a UK tax resident company following the implementation of the Proposals. The Group believes that New TP ICAP will also remain eligible for inclusion in the FTSE index following completion of the Proposals.

Conditions and implementation of Proposals

The Scheme requires the approval of TP ICAP Shareholders at a shareholder meeting to be convened at the direction of the Court. The approval required at the Court Meeting is a majority in number of TP ICAP Shareholders present and voting (either in person, electronically or by proxy) representing not less than 75 per cent. of the nominal value of the TP ICAP Ordinary Shares voted (either in person, electronically or by proxy) by such TP ICAP Shareholders. The Scheme also requires the sanction of the Court.

The Proposals will also require separate approvals by not less than 75 per cent. of all TP ICAP Shareholders who vote (in person, electronically or by proxy) at the General Meeting. As TP ICAP Shareholders will become New TP ICAP Shareholders if the Scheme becomes Effective, confirmatory approval of the TP ICAP Shareholders in relation to the New TP ICAP Reduction of Capital will also be sought at the General Meeting. In addition, as the Scheme constitutes a change in control of TP ICAP for regulatory purposes albeit that TP ICAP Shareholders will retain the same proportionate ownership of New TP ICAP as they had of TP ICAP immediately prior to the Scheme becoming Effective, the Scheme is subject to obtaining the relevant regulatory approvals.

Due to the novel coronavirus (Covid-19) pandemic, public health or other applicable rules or regulations may restrict TP ICAP Shareholders' ability to attend the Court Meeting and the General Meeting in person. Arrangements have been made for TP ICAP Shareholders to attend and participate in the Court Meeting and the General Meeting electronically. Details of how shareholders may attend the Court Meeting and the General Meeting electronically are set out in the Circular.

The Directors will not take the necessary steps to implement the Proposals unless all relevant conditions have been satisfied (or, where capable of waiver, waived) and, at the relevant time, they consider that it continues to be in the best interests of TP ICAP and TP ICAP Shareholders that the Proposals should be implemented.

Expected Timetable of Key Events

The key dates for TP ICAP Shareholders are as follows:

Event	Time and/or date
Latest time for lodging Forms of Proxy for the:
-Court Meeting (BLUE Form of Proxy)	1.15 p.m. on 28 January 2021
-General Meeting (YELLOW Form of Proxy)	1.30 p.m. on 28 January 2021
Voting Record Time	6.30 p.m. on 28 January 2021
Court Meeting	1.15 p.m. on 1 February 2021
General Meeting	1.30 p.m. on 1 February 2021
Certain of the following dates are subject to change:
Court hearing to sanction the Scheme and confirm the reduction in the share capital of TP ICAP	24 February 2021
Last day of dealings in TP ICAP Ordinary Shares	25 February 2021
Scheme Record Time	6.00 p.m. on 25 February 2021
Scheme Effective Date	26 February 2021
Delisting of TP ICAP Ordinary Shares, Admission of New TP ICAP Ordinary Shares to listing on the premium listing segment of the Official List	by no later than 8.00 a.m. on 26 February 2021
Crediting of New TP ICAP Ordinary Shares to CREST accounts	on or soon after 8.00 a.m. on 26 February 2021
New TP ICAP Reduction of Capital becomes effective	by no later than 1 March 2021
Dispatch of share certificates in respect of New TP ICAP Ordinary Shares	by no later than 12 March 2021

The times and dates given in the table above are based on the Directors' expectations as at today's date and may be subject to change. The times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which all relevant conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on (i) when the Court Order sanctioning the Scheme and the associated reduction of capital of TP ICAP is delivered to the English Registrar of Companies; and (ii) the directors' solvency statement made in connection with the New TP ICAP Reduction of Capital and the New TP ICAP Capital Reduction Minute being delivered to and registered by the Jersey Companies Registry. TP ICAP will give notice of any change(s) to the expected timetable by issuing an announcement through a Regulatory Information Service.

Documents Available for Inspection

The Circular and the Prospectus and certain documents referred to therein will be available on TP ICAP's website, www.tpicap.com/investors. Copies of the Circular and the Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Important Notices

HSBC, which is authorised in the United Kingdom by the Prudential Regulation Authority (PRA) and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for TP ICAP and New TP ICAP and no one else in relation to the Proposals and will not regard any other person as its client in relation to the Proposals and will not be responsible to anyone other than TP ICAP and New TP ICAP for providing the protections afforded to its clients or for providing advice in relation to the Proposals or any matter referred to herein.

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 HSBC, TP ICAP, 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, in the case of TP ICAP and New TP ICAP, 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.

No representation or warranty, express or implied, is made by HSBC as to the accuracy, completeness or verification of the information set forth in this document, and nothing contained in this document is, or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. HSBC accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with TP ICAP, New TP ICAP or the Proposals and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this document or any such statement.

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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