TIDMTCAP
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:
1.15 p.m. on 28 January 2021
* Court Meeting (BLUE Form of Proxy)
1.30 p.m. on 28 January 2021
* General Meeting (YELLOW Form of Proxy)
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 24 February 2021
the share capital of TP
ICAP
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 by no later than 8.00 a.m. on
Ordinary Shares to listing 26 February 2021
on the premium listing segment of the Official List
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 by no later than 12 March 2021
Shares
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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END
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