Publication of Prospectus and Circular

RNS Number : 9618K

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

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

7 January 2021

TP ICAP PLC

PUBLICATION OF PROSPECTUS AND CIRCULAR

Further to the announcement by TP ICAP plc (the "Company") earlier today relating to a fully underwritten £315 million rights issue, the Company announces that the prospectus in connection with the rights issue (the "Prospectus") and the Class 1 circular in connection with the proposed acquisition of Liquidnet Holdings, Inc. (the "Circular") have been approved by the Financial Conduct Authority ("FCA"). The Prospectus and Circular are available, subject to regulatory restrictions, on the Company's website ( www.tpicap.com/investors ) and are available for inspection during normal business hours on any Business Day, free of charge, at the Company's offices at Floor 2, 155 Bishopsgate, London, England, EC2M 3TQ. Copies of the Circular containing the Notice of the General Meeting and Form of Proxy will be posted to TP ICAP shareholders as soon as practicable.

A copy of the Prospectus and Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Commenting on the publication Nicolas Breteau, CEO of TP ICAP, said:

"I am very pleased to announce this next stage in our process to acquire Liquidnet. We believe this acquisition will transform TP ICAP's growth prospects and materially accelerate the delivery of our stated strategy of electronification, aggregation and diversification. We are looking forward to the completion of this transaction so that we can begin working with our new colleagues to secure the many benefits we can already see from our future collaboration."

Capitalised terms used but not defined in this announcement have the meanings assigned to them in the Prospectus.

Enquiries

For further information, please contact:

TP ICAP

Al Alevizakos (Head of Investor Relations)	[phone]
Richard Newman (Head of Marketing & Communications)	[phone]
William Baldwin-Charles (Media Relations Director)	[phone]

HSBC (Sole Sponsor, Sole Global Coordinator, Joint Financial Adviser and Joint Corporate Broker to TP ICAP)

Simon Alexander / Andrew Owens	[phone]
BofA Securities (Lead Financial Adviser and Joint Bookrunner to TP ICAP) Fraser Allan / Cara Griffiths [phone] JP Morgan (Joint Bookrunner and Joint Corporate Broker to TP ICAP) Jeremy Capstick / Barry Meyers [phone] Peel Hunt (Joint Bookrunner and Joint Corporate Broker to TP ICAP)
Andrew Buchanan / Jock Maxwell Macdonald	[phone]

Maitland/AMO (Financial PR)

Neil Bennett / Andy Donald

[phone]

The person responsible for arranging and authorising the release of this announcement is Richard Cordeschi, Group Company Secretary of TP ICAP.

IMPORTANT NOTICE

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. 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 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 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 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.

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.

 

END

 

 

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