TP ICAP PLC Introduction of a new Jersey incorporated HoldCo (7407X)
23 Dicembre 2019 - 8:00AM
UK Regulatory
TIDMTCAP
RNS Number : 7407X
TP ICAP PLC
22 December 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22 December 2019
TP ICAP plc
Introduction of a new Jersey incorporated holding company
TP ICAP plc (TP ICAP, or the Group) has seen meaningful growth
in the size of its Asia Pacific and Americas business due to the
acquisition of the global hybrid voice broking and information
businesses of ICAP plc (ICAP) in 2016 (the ICAP Acquisition). As a
result, the board of TP ICAP (the Board) has reviewed the continued
appropriateness of the Group's international corporate and
governance structure.
As a result of the review, the Board proposes to incorporate a
new Group holding company in Jersey (New Topco) by means of a
Court-approved scheme of arrangement (the Scheme) under the
Companies Act 2006. Pursuant to the Scheme, TP ICAP shareholders
would exchange their existing ordinary shares in TP ICAP for shares
in New Topco on a one-for-one basis. As a key part of the proposal,
it is intended that the Group's tax domicile and the location of
its primary stock exchange listing would remain in the UK. As is
currently the case for TP ICAP, shares in New Topco would be listed
on the Premium segment of the Main Market of the London Stock
Exchange and are expected to be eligible for FTSE index inclusion.
The proposed new structure is subject to shareholder and regulatory
approvals (including, but not limited to, approval of the Financial
Conduct Authority).
The Board considers that the proposal will result in a corporate
structure that should provide greater financial flexibility for the
Group, support the effective governance of the business and improve
the competitiveness of the Group.
The Board believes that the credit ratings of the Group and its
outstanding bonds will not be impacted by the proposal.
The Board is not currently expecting there to be any impact on
the location of employees as a result of the proposal.
It is intended that a prospectus and circular summarising the
proposal will be published in Q2 2020 and, subject to receiving the
requisite third party consents (including, but not limited to,
shareholder, regulatory, and Court approvals), the proposal
described above is expected to complete before the end of H1 2020.
Further details of the proposal will be provided in due course.
Enquiries:
TP ICAP plc
For media enquiries, please contact: T + 44 20 7200 7124
William Baldwin-Charles M + 44 7834 524833
Media Relations & Internal Communications
Director
Analysts and Investors please contact: T +44 20 3933 3040
Al Alevizakos M + 44 7999 912672
Head of Investor Relations
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Allen & Overy LLP is retained as legal adviser to TP
ICAP.
Market Abuse Regulation (EU No. 596/20140)
Upon the publication of this announcement via a Regulatory
Information Service, the inside information contained in it will be
considered to be in the public domain. Richard Cordeschi is the
person responsible for the release of this announcement.
Forward looking statements
This document contains forward-looking statements with respect
to the financial condition, results and business of the Group. By
their nature, forward-looking statements involve risk and
uncertainty and there may be subsequent variations to estimates.
The Group's actual future results may differ materially from the
results expressed or implied in these forward-looking
statements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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