Completion of Transaction and Share Consolidation

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

30 December 2016

NEX Group plc ("NEX" or "Newco")

Completion of Transaction and Share Consolidation

Further to the announcements by ICAP plc ("ICAP") on 11 November 2015 and subsequently and the announcements by NEX on 6 December 2016 and subsequently relating to the disposal of NEX's global hybrid voice broking and information business to Tullett Prebon plc (now renamed TP ICAP plc), including NEX's associated technology and broking platforms and certain of NEX's joint ventures and associates (the "Transaction"), the board of NEX is pleased to announce that the Transaction has now completed in accordance with its terms.

In addition, the board of NEX is pleased to announce that the Share Consolidation will become effective with effect from Admission today, at which point the total issued ordinary share capital of NEX will be 379,735,432 ordinary shares of 17.5 pence each (the "Consolidated Shares").

Admission of the New Tullett Prebon Shares and Consolidated Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities will take place with effect from 8.00 a.m. today.

New Tullett Prebon Shares and Consolidated Shares held in uncertificated form are also expected to be credited to the relevant CREST accounts today. Share certificates in respect of New Tullett Prebon Shares and Consolidated Shares held in certificated form are expected to be despatched to shareholders by 16 January 2017.

The new ISIN number for the Consolidated Shares is GB00BZ02MH16. NEX continues to trade under the ticker symbol "NXG".

Further details of the Newco Reduction of Capital and the Share Consolidation were set out in the Prospectus. Further detail as to the expected timetable of principal events is set out in the ICAP and NEX announcement dated 6 December 2016.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the prospectus published by NEX on 6 December 2016 (the "Prospectus").

Michael Spencer, CEO of NEX Group, said: 

"This is a momentous and exciting day for us all. In 1986 we were a start-up of four people, which in 30 years transformed into ICAP plc, one of the true market leaders in financial services. Today we complete our transformation as we officially launch NEX Group, a technology services company ready to capitalise on the enormous opportunities that technology affords to financial markets in the 21st century.

NEX Group provides services that underpin the entire transaction lifecycle, from pre-trade to execution and post trade, so we have structured the company into four key business lines:

• NEX Markets leverages our established electronic trading platforms to help clients access liquidity in the fixed income and foreign exchange markets and execute efficiently;

• NEX Optimisation leads the transformation of market structure by offering a portfolio of cloud hosted services that simplify client workflows, optimise resources, reduce costs and mitigate risk for our clients;

• NEX Opportunities invests in exceptional financial technology companies that challenge convention, solve issues and reshape financial markets; and

• NEX Exchange operates a regulated UK stock exchange for small and medium companies to help entrepreneurs access investors and raise capital.

NEX Group will begin 2017 as a new company, but one with a long and successful heritage. I'm proud of where we've come from and incredibly excited about where we are going. In an era of rapid regulatory and technological change, NEX will empower financial markets and bring greater efficiency, transparency and scale to our clients."

Enquiries

NEX Group plc / ICAP plc

J.P. Morgan Cazenove and Evercore are acting as joint financial advisers and joint sponsors to ICAP and NEX in connection with the Transaction.

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of ICAP and NEX. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

Neither the content of the Group's websites nor any website accessible by hyperlinks on the Group's websites is incorporated in, or forms part of, this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other jurisdiction, where to do so might constitute a violation of local securities laws or regulations. The distribution of this announcement or the Prospectus in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken to register or obtain any approval, authorisation or exemption to the possession or distribution of this announcement or the Prospectus (or any other publicity material relating to the securities to which this announcement relate) in any jurisdiction in which they are located in which such act would constitute a violation of the relevant laws in such jurisdiction or to or for the account or benefit of any national resident or citizen of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. Therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.

The securities to which this announcement relate have not been, and will not be, registered under the Securities Act. None of these securities, the Prospectus or this announcement have been approved, disapproved or otherwise recommended by any United States federal or state securities commission or any other US regulatory authority, nor have such authorities confirmed the accuracy or determined the adequacy of the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement or the Prospectus are not to be construed as legal, business, financial or tax advice. Each NEX shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Notice to all investors

J.P. Morgan Limited (which conducts its investment banking business in the United Kingdom as J.P. Morgan Cazenove ("J.P. Morgan Cazenove")) is authorised and regulated in the United Kingdom by the FCA. Evercore Partners International LLP ("Evercore") is authorised and regulated in the United Kingdom by FCA. Each of J.P. Morgan Cazenove and Evercore has been appointed as joint financial adviser and joint sponsor and are acting exclusively for ICAP and NEX in connection with the Transaction and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Transaction or the matters set out in this announcement and will not be responsible to anyone other than ICAP and NEX for providing the protections afforded to their respective clients, or clients of their respective affiliates, nor for providing advice in connection with the Transaction or any other matter, transaction or arrangement referred to in this announcement.

Aside from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, or under the applicable regulatory regime of any jurisdiction where exclusion of responsibility or liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove or Evercore or any of their respective affiliates or any of its or their respective advisers, directors or employees accepts any responsibility or duty of care or liability whatsoever or make any representation or warranty, express or implied as to the contents of this announcement, including its accuracy, fairness, reliability, reasonableness, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with ICAP, NEX or the Transaction and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove and Evercore and their respective affiliates and their respective advisers, directors or employees accordingly disclaims to the fullest extent permitted by law all and any responsibility or duty of care or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove and Evercore and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to ICAP and NEX.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by ICAP, NEX, J.P. Morgan Cazenove or Evercore. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the ICAP or NEX since the date of this announcement or that the information in it is correct as at any subsequent date.