TP ICAP PLC Court Sanction of the Scheme of Arrangement (2473Q)
24 Febbraio 2021 - 05:24PM
UK Regulatory
TIDMTCAP
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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END
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