Tullett Prebon plc (“Tullett Prebon”) notes the recent press speculation and confirms that it is in discussions with ICAP plc (“ICAP”) regarding the possible acquisition by Tullett Prebon of ICAP’s global broking business, including ICAP’s associated technology and broking platforms (including iSwap and Fusion), ICAP’s associated information services revenue and certain of ICAP’s joint ventures and associates (“IGBB”) (the “Transaction”).
If the Transaction were to be completed, it is envisaged that it would be structured as an acquisition of IGBB by Tullett Prebon, with new shares in Tullett Prebon issued as consideration. It is envisaged that Tullett Prebon would issue more than 100% of its existing share capital as consideration and the Transaction would be structured such that the majority of such new Tullett Prebon shares would be distributed to ICAP's shareholders, with ICAP retaining a minority stake in the enlarged Tullett Prebon.
Discussions regarding the Transaction are currently ongoing and there can be no certainty that any transaction will be agreed. Tullett Prebon will update the market when it is appropriate to do so.
Under the envisaged structure, the Transaction would constitute a reverse takeover for the purposes of the Listing Rules. Listing Rule (“LR”) 5 therefore requires Tullett Prebon to ensure that there is sufficient publicly available information about the proposed transaction to avoid a suspension of Tullett Prebon’s shares. As IGBB is not subject to a public disclosure regime, the information required under LR 5.6.15G is set out b elow. This information assumes the perimeter of IGBB is as set out in the attached. The precise perimeter of IGBB is under consideration by both parties.
