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Further to the announcements by ICAP on 11 November 2015 and subsequently relating to ICAP's disposal of its global hybrid voice broking and information business to Tullett Prebon plc, including ICAP's associated technology and broking platforms and certain of ICAP's joint ventures and associates (the "Transaction"), the boards of ICAP and NEX are pleased to announce that the FCA has today approved a prospectus (the "Prospectus") in relation to the admission of the ordinary shares in the capital of NEX to listing on the Official List of the FCA and to trading on the main market of the London Stock Exchange and that the Prospectus has been published on ICAP's website at www.icap.com.
Next Steps
All necessary conditions to the implementation of the Scheme, save for the sanction and confirmation of the Court of the Scheme and the ICAP Reduction of Capital, the filing of the resulting Scheme Court Order with the Registrar of Companies and the Sale and Purchase Agreement not having terminated or lapsed in accordance with its terms prior to the Scheme Effective Date have now been satisfied or waived.
The Court hearing to sanction the Scheme and confirm the ICAP Reduction of Capital is expected to take place on 14 December 2016. It is expected that the last day for dealings in ICAP Ordinary Shares will be 14 December 2016, the Scheme will become effective on 15 December 2016 and the cancellation of the listing of the ICAP Ordinary Shares on the Official List and Admission of the Newco Ordinary Shares will take place by 8.00 a.m. on 15 December 2016.
Completion of the Transaction remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part II of the shareholder circular published by ICAP on 1 March 2016 (the "Circular"), as supplemented by the shareholder circular published by ICAP on 17 August 2016, including the Scheme becoming effective and the confirmation of the Newco Reduction of Capital by the Court. Subject to the satisfaction or waiver of those remaining conditions, ICAP and NEX expect the Transaction to complete on 30 December 2016. Further detail as to the expected timetable of principal events is set out below.
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Event |
Time and/or Date(1) |
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The dates and times given are indicative only and based on NEX’s and ICAP's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to shareholders by an announcement through a regulatory information service and by making such announcement available on ICAP's website at www.icap.com. |
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Scheme Court Hearing (of the claim form to sanction the Scheme and confirm the ICAP Reduction of Capital) |
Wednesday 14 December 2016 |
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Last day of dealings in ICAP Ordinary Shares |
Wednesday 14 December 2016(2) |
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Scheme Record Time |
6.00 p.m. on Wednesday 14 December 2016(2) |
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Scheme Effective Date (Newco becomes the holding company ofICAP) |
Thursday 15 December 2016(2) |
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Delisting of ICAP Ordinary Shares, Admission of Newco Ordinary Shares, crediting of Newco Ordinary Shares to CREST accounts and the commencement of dealings in Newco Ordinary Shares on the London Stock Exchange |
8.00 a.m. on Thursday 15 |
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Reduction Court Hearing (of the claim form to confirm the Newco Reduction of Capital) |
Tuesday 20 December 2016(2) |
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Latest date for announcement of number of New Tullett Prebon Shares and Share Consolidation ratio |
Wednesday 28 December 2016(2)(3) |
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Demerger Effective Date (Newco Reduction of Capital becomes effective) |
Thursday 29 December 2016(2)(3)(4) |
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Newco Reduction of Capital Record Time |
6.00 p.m. on Thursday 29 December 2016(2)(3) |
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Share Consolidation Effective Time (Share Consolidation becomes effective) |
8.00 a.m. on Friday 30 December 2016(2)(3) |
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Admission and commencement of dealings in New Tullett PrebonShares and consolidated Newco Ordinary Shares on the London Stock Exchange, crediting of consolidated Newco Ordinary Shares to CREST accounts |
8.00 a.m. on Friday 30 December 2016(2)(3) |
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Despatch of cheques, or settlement through CREST, in respect of any cash due in respect of the sale of fractional entitlements to New Tullett Prebon Shares and/or consolidated Newco Ordinary Shares, and share certificates in respect of New Tullett Prebon Shares and consolidated Newco Ordinary Shares |
By Monday 16 January 2017(2)(3) |
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(1) All references in this announcement are to London times unless otherwise stated.
(2) These dates depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the ICAP Reduction of Capital and the date on which the Scheme Court Order sanctioning the Scheme and confirming the ICAP Reduction of Capital and the associated statement of capital are delivered to and, if ordered by the Court, registered by, the Registrar of Companies.
(3) These dates depend, among other things, on the date upon which the Court confirms the Newco Reduction of Capital and the date on which the Reduction Court Order confirming the Newco Reduction of Capital and the associated statement of capital are delivered to and, if ordered by the Court, registered by, the Registrar of Companies.
(4) ICAP / NEX and Tullett Prebon have agreed to work towards a 30 December 2016 Completion date to coincide with the end of a month (or the last working day of a month) in order to facilitate a more efficient financial separation of IGBB from the ICAP / NEX group and integration into the Tullett Prebon group and to accommodate the Court vacation period. In order to achieve this, the Reduction Court Hearing will be held on 20 December 2016, just prior to the Court vacation period, with the Reduction Court Order being held by the ICAP / NEX group until 29 December 2016 when it will be delivered to the Registrar of Companies for registration.
Documents available for inspection
The Prospectus will be available, subject to certain restrictions relating to persons resident in, or subject to the laws and/or regulations, of any restricted jurisdiction or resident in any jurisdiction where the extension or availability of the Transaction would breach any applicable law, on ICAP's website at www.icap.com up to and including the date of Admission.
A copy of the Prospectus will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Circular and the Prospectus.
