Half-year Report

TP ICAP Group plc

LEI: 2138006YAA7IRVKKGE63

6 August 2025

TP ICAP Group plc ('TP ICAP' or the 'Group') Interim management report for the six months ended 30 June 2025

Nicolas Breteau, Group CEO, said:

"We delivered a strong first half. Group revenue increased by 9%1 to £1.2bn - a record level of growth - while Group adjusted EBIT2 rose by 10%1 to £184m. Our market-leading Global Broking and Liquidnet franchises achieved all-time high levels of profitability, with adjusted EBIT2 up 19%1 and 38%1 respectively, as we supported clients in navigating a period of heightened market volatility.

"Capital discipline remains a key priority. We are launching another £30m buyback, our fifth in 24 months, and increasing our interim dividend by 8% to 5.2p. Furthermore, based on our current outlook, and in line with our capital allocation framework, the Group anticipates it can organically generate in excess of £200m across 2026 and 2027, to be made available for investment in the business and shareholder returns over the same period.

"Turning to Parameta Solutions, as previously announced, our focus is on a listing in the United States with the Group maintaining a majority stake. The Board is keeping under review appropriate timing for any potential listing and will update shareholders in due course. Were the listing to proceed, the Group would expect to return most of the proceeds to shareholders.

"In the half year, we also completed the acquisition of Neptune Networks, a key milestone in our diversification strategy. In partnership with nine major banks, we are drawing on the complementary strengths of the Neptune and Liquidnet Fixed Income platforms to create a full-service credit platform, which will offer superior data, liquidity, and value, benefitting all market participants.

"We continue to look to the future with confidence. Our strategy - centred on transformation, diversification, and dynamic capital management - is delivering results. We remain committed to profitable growth, investing in our business, and generating sustainable returns for our shareholders."

Adjusted results (excluding significant items - see income statement in Financial and Operating Review section).

Statutory results

A table reconciling Reported to Adjusted figures is included in the Financial and Operating Review. The percentage movements referred to in the highlights, CEO Review and the performance analysis below, are in constant currency (unless stated otherwise). This is to reflect the underlying performance of the business, before the impact of foreign exchange movements year-on-year. Constant currency refers to prior year comparatives being retranslated at current year foreign exchange rates. Approximately 60% of the Group's revenue and approximately 40% of costs are US Dollar denominated.

Financial highlights

Record revenue growth1, cost discipline

Double-digit adjusted EBIT growth with record profits in Global Broking and Liquidnet1

Dynamic capital management: delivering sustainable shareholder value 

Strategic highlights

Dynamic capital management

Diversification

Transformation

Outlook

Our outlook is largely subject to macroeconomic events which impact market conditions, and therefore levels of trading in the OTC market. Ongoing geopolitical tensions, including uncertainty surrounding global trade policies, inflation, as well as future interest rate movements, should continue to drive volatility that will broadly support our business in the second half for 2025.

As a reminder, 60% of the Group's revenue and 40% of the Group costs are US Dollar denominated. Subject to movements in foreign exchange rates, particularly the current weakness in the US Dollar vs. Sterling, the Board remains comfortable with current 2025 market expectations for adjusted EBIT.

Against this backdrop, we will remain focused on executing our strategy: transformation, diversification, and dynamic capital management. We anticipate remaining well placed to deliver sustainable shareholder value over the medium term.

2025 results presentation

The Group will hold an in-person presentation and Q&A at 09:00 BST today at Deutsche Numis, 45 Gresham Street, London, EC2V 7BF. For those unable to attend in person, the presentation will also be broadcast via a live video webcast.

A recording of the presentation will also be available via playback on our website after the event at https://tpicap.com/tpicap/investors/reports-and-presentations.

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.

Enquiries:

Group Company Secretary Vicky Hart Email: [email protected]

Analysts and investors Dominic Lagan Direct: +44 (0) 20 3933 0447

Email: [email protected]  

Media Richard Newman Direct: +44 (0) 7469 039 307

Email: [email protected]

About TP ICAP

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

CEO REVIEW

Introduction

We made good strategic progress and delivered a strong financial performance in the first six months of 2025. The Group continues to evolve rapidly, having diversified significantly in recent years. Today, our comprehensive solutions range from low-touch electronic trading platforms to hybrid and voice broking, and market-leading over-the-counter data services.

We are actively expanding and diversifying our offering, including enhancements to our electronic trading capabilities and entry into adjacent markets. A key milestone was our recently announced acquisition of Neptune Networks, which will support the development of a new unique, full-service credit platform.

Technology is at the heart of our ongoing transformation. With 55% of our IT workload already migrated to the AWS cloud and on track to reach our 80% target by end-2026, we are well positioned to drive innovation and meet our clients' evolving needs.

Our focus is on profitable growth and delivering sustainable shareholder value, underpinned by our strategy of transformation, diversification and dynamic capital management.

Market developments

The first half of the year has continued to be shaped by unpredictability and rapidly shifting markets. The uncertainty brought about by the Trump Administration's "Liberation Day" on global trade - including its potential impact on inflation, interest rates, the dollar exchange rate and US-China trade - has been an important driver of activity for our Global Broking business, as market participants rapidly repositioned their portfolios or sought to hedge positions.

More recently, the conflict in the Middle East put the oil price into sharp focus. Financial markets have been weathering these geopolitical and trade tensions. Bond yields, although remaining higher and more volatile, are below their recent peak. The oil price has receded after its initial rise. But uncertainty continues to weigh heavily on central banks' rates decisions, not least when considering how trade talks may unfold. Movements in interest rates, and bond yields, are an important driver of activity for Rates, our largest asset class in Global Broking.

The International Energy Agency's ('IEA') Oil June 2025 report, highlights structural shifts in the market. Global oil supply is set to far outpace demand growth in the coming years. Against this backdrop, the IEA is predicting that global electricity demand growth will accelerate further, driven by light industrial consumption, electric mobility, cooling, data centres and AI. As a world-leading Energy and Commodities broker, with strong market positions across Oil, Power and Gas but also Energy Transition-related products, we are well placed to continue to support our clients.

The economic effect of the uncertainty on tariffs and potential trade wars has increased volatility in equity markets, and driven a rotation out of US equities in the first months of the year. The June 2025 Bank of America Global Fund Manager Survey showed fund managers were net 36% underweight on US stocks, with 54% expecting international stocks to outperform the US over the next five years. Encouragingly for our Liquidnet business, activity remains strong with the global institutional commission wallet up 14% in Q1 2025, driven by a rebound in EMEA, which recorded the biggest gains9.

Demand for financial markets data continues to grow, fuelled by demand for real-time comprehensive data across a broad spectrum of instruments. Global spending on financial market data reached a record $44.3 billion in 2024, with projections for a two-year compound annual growth rate for market data spending of between 5.7% to 7.1%10. Parameta Solutions remains well positioned in this context.

Business performance

Group revenue increased by 9% to £1.2bn, driven by our ability to capitalise on buoyant market conditions. This represents a record level of revenue growth for the Group.

Global Broking delivered a record trading performance, with revenue up by 12%. The division achieved double-digit growth across Rates, Equities and Credit and maintained its market-leading position. Broker productivity also improved, with average revenue per broker11 increasing by 11%.

Liquidnet sustained its strong momentum, achieving double-digit revenue growth of 15%. The business continued to diversify its core equities platform, with algorithmic trading revenue increasing by 22% and High-touch/Programme trading revenue increasing by 15%. The division is also diversifying beyond equities by investing in its Multi-Asset Agency offering, where revenues increased substantially by 29%.

Energy & Commodities (E&C) revenue was down 2%, following a record performance in H1 2024, and a strong two-year period with revenue growth of 22% across 2023 and 2024. We are focused on retaining and attracting broker talent, with a number of brokers already recruited and a strong pipeline in place.

The strength of our E&C franchise was recognised by multiple awards including, ICAP and Tullett Prebon ranked 1st and 2nd respectively in Energy Risk's Best Commodity Broker 2025 rankings, as voted by clients. Additionally, ICAP was named the 2025 Commodity Broker of the year.

Parameta Solutions delivered 5% revenue growth, broadly in line with the first quarter. The business' revenue profile remains highly resilient, with 98% of revenue subscription-based and Annual Recurring Revenue (ARR) growing by 5% over the period. H1 2025 performance reflects the decision to moderate 2025 price increases to support sustainable growth, and current longer sales cycles.

Parameta made good progress in expanding its product portfolio, growing the sales team, and ramping up marketing activity, driving a 10x increase in lead generation in H1 2025 vs. FY 2024.

As a Group, we achieved our highest ever H1 adjusted EBIT12, which grew by 10% to £184m, with the margin increasing to 15.0% (H1 2024: 14.8%13). Reported EBIT2, including significant items, grew by 7% (in reported currency) to £140m. Our non-broking divisions, Liquidnet and Parameta, accounted for 38% of adjusted EBIT12 (H1 2024: 37%).

Several factors contributed to this record performance. Global Broking adjusted EBIT2 was up 19% to £131m, whilst Liquidnet delivered a substantial uplift in performance, with adjusted EBIT2 up 38% to £33m, driven by enhanced operational leverage and growing revenue.

Group management and support costs were well contained at 2.9%, below the UK rate of inflation in the first half14, and despite the increase in UK National Insurance contributions and ongoing investment in the business.

Dynamic capital management

We are announcing our fifth £30m buyback, meaning the Group has completed or announced £150m of buybacks in the last 24 months. We will also pay an interim dividend of 5.2 pence, up 8% on last year, to eligible shareholders on 7 November 2025, with an ex-dividend and record date of 2 October 2025 and 3 October 2025 respectively. Our shareholders value this combination of dividends and capital returns.

In the period, and as part of the proactive management of our balance sheet, we successfully issued a new £250m senior bond, maturing in 2032, alongside tendering our £250m senior bond maturing in May 2026. The strong market appetite for our bond issuance (four times over-subscribed) speaks to our dependability and consistent approach to debt management, with a regular two-year issuance cycle.

Based on our current outlook, and subject to market conditions and FX, the Group anticipates that it can organically generate substantial surplus cash across 2026 and 2027. In line with our capital allocation framework, this surplus is to be made available for investment in the business and shareholder returns over the same period.

Details can be found in the Financial and Operating section on page 11.

Diversification

Building a full-service credit platform

The acquisition of Neptune Networks ('Neptune') is a key strategic step for TP ICAP, as we broaden our presence in technology-driven platforms and further diversify the Group's business mix. This move positions us strongly to capitalise on the substantial growth opportunities in the fast-evolving market for electronically traded corporate bonds.

Neptune is deeply embedded in the global credit markets, with 34 leading sell-side institutions, including all major investment banks, submitting over 250,000 axes (indications of interest) and inventory items to its platform daily, representing a gross notional value of more than $1.2 trillion.

Our plan is to build a full-service platform drawing on the complementary strengths of Neptune and Liquidnet's Fixed Income network. Liquidnet's Fixed Income platform already connects more than 500 buy-side institutions.

We are building this new platform in partnership with nine global investment banks - Barclays, BNP Paribas, Citi, Crédit Agricole CIB, Deutsche Bank, ING, J.P. Morgan, Morgan Stanley and UBS - who will collectively own a 30% stake in the new venture at launch. The ownership model is intended to ensure strong alignment and a shared commitment to innovation and growth.

By harnesssing Neptune's and Liquidnet's highly complementary solutions, we are uniquely positioned to develop competitive alternatives to current data and execution offerings. Strong alignment with the dealer community and close ties to the buy-side will set this business apart; enhancing transparency, efficiency, and liquidity for all fixed income market participants.

Through our extensive dealer and buy-side relationships and commitment to technical innovation, we are uniquely positioned to launch and grow successful platforms. We believe the model we are building for credit can be expanded, or replicated, in our other products in the future.

Liquidnet: continued momentum

Liquidnet, our agency execution specialist for the buy-side, enhances the Group's client and product diversification. Building on its strong franchise in equities block trading, Liquidnet is expanding its capabilities across a broader range of Multi-Asset classes and products, including Rates, FX, Futures, and Relative Value strategies.

Liquidnet continued to deliver on its strategy, focused on diversification and driving profitable growth. Strategic investments are delivering results: Liquidnet recorded double-digit revenue growth of 15% in the first half, with strong momentum across all asset classes and regions. The Multi-Asset Agency business delivered substantial growth of 29%. The division's Equities platform recorded revenue growth of 6%, with a particularly strong performance in EMEA driven by the rotation out of US equities in the first few months of the year. Liquidnet remains the leading venue for Large-in-Scale ('LIS') trading in EMEA, with a 37% share of the 5x LIS market15 in H1 2025.

The division continues to diversify and grow. In Equities, Algorithmic trading revenue increased by 22%, High-Touch/Programme trading revenue increased by 15%, and inter-region revenue grew by 13%. Multi-Asset revenue now accounts for 46% of total revenue compared to 41% in H1 2024.

Overall, Liquidnet's strong performance in the period translated into a substantial uplift in perfromance, with adjusted EBIT up 38% to £33m. Ongoing cost discipline, and the diversified business model contributed to enhanced operating leverage and profit growth.

Parameta Solutions: executing commercial strategy, launching new products

Over-the-counter ('OTC') markets are vast, with twenty times more average daily trading volume than global equity markets16. They cover a wide range of financial instruments, including stocks, bonds, derivatives, currencies, commodities and cryptocurrencies.

Parameta Solutions' products are designed to allow its clients to generate insights about these highly complex, low transparency OTC transactions. Clients, in turn, use those insights to inform alpha generation, valuation, price discovery, market surveillance, risk management processes and regulatory compliance.

With an estimated 70% share of the OTC inter-dealer broker data market17, Parameta Solutions aims to continue to lead and innovate in this space.

The division's strategy is focused on expanding its client base and product portfolio to drive sustainable and profitable growth.

To advance its commercial plan, Parameta has strengthened its go-to-market approach through targeted sales hires, a refreshed website, and a multi-channel marketing campaign, resulting in a tenfold increase in leads compared to the entirety of 2024. Notably, it secured its first sovereign wealth fund client and a world-leading oil major.

On the product front, Parameta launched 15 new offerings in the first half of the year. As part of this progress, Parameta is moving up the value chain by developing innovative solutions such as evidential data and benchmarks. Among these, two new benchmarks - Tullett Prebon Sterling IRS SONIA and ICAP Sterling IRS SONIA - were introduced to complement its existing European reference rate suite. Revenue from innovative offerings grew 37% year-on-year, now accounting for 11% of total revenue.

Overall, Parameta Solutions grew revenue by 5% in the period. Its revenue profile remains highly resilient, with 98% of revenue subscription-based and Annual Recurring Revenue (ARR) increasing by 5%, underscoring the value its clients place on its offering.

The Board continues to keep under review the appropriate timing for any potential minority listing in the US. As previously reported, in the event of a minority listing, we would expect to return most of the proceeds to TP ICAP shareholders.

Transformation

Investing for profitable growth

Last year, we launched a three-year operational and IT excellence programme designed to strengthen, streamline and simplify our operations. The programme targets four key areas: technology and data, operating model, procurement, and real estate optimisation. We are investing approximately £70m to drive at least £50m in annualised cost savings by the end of 2027. I am pleased to report that we are on track to achieve our 2025 target of c. £25m annualised savings, with good progress delivered against each of the four key areas of the programme.

In parallel, we are working to unlock an additional £50m in surplus cash through further consolidation within our legal entity structure.

Advancing technology and data with Amazon Web Services

In December 2024, we entered into a strategic collaboration with Amazon Web Services ('AWS'). The agreement is focused on three core objectives: accelerating the development of our Fusion platform; increasing the migration of our IT workload to the AWS cloud; and, establishing an AI and Innovation Lab.

Our work with AWS on the Fusion platform is centred on two goals: enhancing foundational services to improve speed to market, performance, and availability; and building a next-generation platform that halves product development time and scales efficiently. In the first half of the year, we began migrating our Fusion stack, which is expected to improve feature delivery speed, reduce development costs, and enhance both broker and trader user experiences.

Our cloud migration programme is progressing at pace. AWS environments are now fully operational in London, the New York area, and Sydney, having sucessfully completed the first wave of migrations. So far, we have transitioned 27 application environments and associated departmental data. We are on track to complete our full migration target by the end of 2026. Ultimately, the programme will encompass nearly 3,500 servers and 1,270 terabytes of data.

Our AI and Innovation Lab is live. The Lab serves as an incubator for AI-driven solutions that enhance efficiency and unlock new growth opportunities. We are also developing a group-wide data strategy to transform how we manage, govern, and leverage our data - turning it into a strategic asset that powers innovation, enhances decision-making, and drives long-term value creation. One key initiative already underway at Parameta is the implementation of AI to assist developers write code. Our proprietary code review AI tool has improved developer productivity by 20%.

Nicolas Breteau

Executive Director and Chief Executive Officer

6 August 2025

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

FINANCIAL AND OPERATING REVIEW

All percentage movements quoted in the analysis of financial results that follow are in reported currency, unless otherwise stated.

Introduction

The Group delivered strong results in the first half of 2025, with revenue increasing by 7% to £1,224m (+9% in constant currency). This performance was primarily driven by our Global Broking and Liquidnet divisions, supported by elevated market volatility and client demand amid a complex macroeconomic and geopolitical environment.

Global Broking ('GB'), which contributed 58% of the Group's revenue, delivered a double-digit increase of 10% (+12% in constant currency), with strong contributions across all asset classes benefitting from supportive market conditions. 

Energy & Commodities ('E&C') saw a modest decline in revenue of 2% (-2% in constant currency) against a record H1 2024 and reflecting a competitive environment for talent.

Liquidnet ('LN') delivered a record 14% (+15% in constant currency) increase in revenue to £195m, reflecting continued growth in Multi-Asset Agency Execution1 and Equity markets.

Parameta Solutions ('PS') achieved 3% (+5% in constant currency) revenue growth. The growth continues to be supported by the division's subscription-based model, with Annual Recurring Revenue (ARR2) growth of 5%. The performance reflects the decision to moderate price increases in 2025 to support sustainable growth and current longer sales cycles.

The Group's overall performance was characterised by strong operational leverage, underpinned by disciplined cost management and enhanced broker productivity, with average revenue per broker increasing by 6%. This supported a further expansion of the Group's adjusted EBIT2 margin to 15.0%, slightly up from 14.9% in H1 2024. Adjusted EBIT increased by 8% (+10% in constant currency) to £184m (H1 2024: £170m). Reported EBIT grew 7% to £140m (H1 2024: £131m), after significant items; reported earnings grew 9% to £99m (H1 2024: £91m). Significant items, of which around 35% were non-cash, included planned investment in our major operational efficiency programme and ongoing costs relating to the potential minority listing of Parameta Solutions in the US. 2025 is the peak investment year for our operational efficiencies programme and we are on track to deliver the targeted savings we expect this initiative to deliver for the Group.

During the period, we issued a new £250m Sterling Notes maturing in 2032 and launched a tender offer that enabled us to buy back over 90% of the £250m Sterling Notes maturing in May 2026. We continue to maintain a leverage ratio3 of 1.6x (FY 2024: 1.6x), supported by strong profit generation and debt management.

Capital discipline remains a key focus for us. We have announced another £30m share buyback today, bringing the total to £150m in the last 24 months. Over the same period we have declared dividends totalling £250m, including our interim dividend announced today, and freed up £100m of cash to reduce debt. Our three-year operational efficiency programme launched in H2 2024 to release £50m4 of surplus cash through legal entity consolidation and deliver annualised cost savings of £50m is progressing well and is on track to deliver its targets by 2027.

Based on our current outlook, and after allocating estimated resources in line with our capital allocation framework we expect to deliver in excess of £200m of surplus cash organically across 2026 and 2027. This includes £50m to be released from legal entity consolidation. This surplus will be available for investment and returns to shareholders.

In line with our dividend policy, the Board is proposing an interim dividend of 5.2 pence per share (up 8%), reflecting our confidence in the Group's continued performance and cash generation.

Robin Stewart

Executive Director and Chief Financial Officer

06 August 2025

Key financial and performance metrics

Income statement

While not a substitute for IFRS, Management believe adjusted figures provide relevant information to better understand the underlying business performance. These adjusted measures, and other alternative performance measures (APMs), are also used by Management for planning purposes and to measure the Group's performance.

All percentage movements quoted in the analysis of financial results that follow are in constant currency, unless otherwise stated. Constant currency refers to prior period comparatives being retranslated at current period foreign exchange rates to support comparison on an underlying basis.

Revenue by division

Total Group revenue in H1 2025 reached £1,224m, a 9% (+7% in reported currency) increase - a record level of growth over the prior period. Global Broking revenue increased by 12% (10% in reported currency), benefiting from supportive market conditions, especially in the first quarter. Energy & Commodities revenue decreased 2% (-2% in reported currency) compared with a record H1 2024; trading volumes were mixed across the first half impacted by macroeconomic events. Liquidnet's revenue grew significantly by 15% (+14% in reported currency) driven by sustained growth in equity trading volumes and the successful scaling of the Multi-Asset Agency Execution offering. Parameta Solutions revenue increased by 5% (+3% in reported currency), underpinned by strong subscription revenue retention and increased inter-division revenue.

Operating expenses

The table below sets out operating expenses, divided principally between front office costs and management and support costs. Front office costs tend to have a large variable component directly linked to the output of our brokers. The largest element of this is broker compensation and other front office costs, which include travel and entertainment, telecommunications and information services, clearing and settlement fees as well as other direct costs. The remaining cost base represents the management and support costs of the Group.

Total front office costs increased by 10% (+8% in reported currency) to £759m (H1 2024: £691m), in line with revenue growth, investment in a range of medium-term growth initiatives in Parameta Solutions and the continued expansion of the Liquidnet division. Despite inflationary pressures and ongoing investments, total management and support costs increased just under 3% (+2% in reported currency) to £282m. The benefits from our operational efficiency programme are moderating inflationary cost pressures. Significant items increased as planned, as we advanced our efficiency programme - 2025 is the peak year of investment for this initiative - and strategic project costs include costs to support the potential minority listing of Parameta Solutions. As a result, total operating expenses rose by 8% (+7% in reported currency) to £1,086m.

Capital and liquidity management

Capital management

In March 2025, we announced our fourth £30m share buyback programme. We are now announcing another £30m buyback, bringing the total share buybacks announced to £150m in the last 24 months. Combined with dividends declared over the same period, the Group will have returned around £400m1 to shareholders over the past 24 months.

Our capital allocation framework is built around four strategic pillars: 

Firstly, business investment - encompassing both organic initiatives, such as the rollout of our electronic platform, Fusion, and continued growth in Parameta Solutions, and inorganic opportunities, such as the acquisition of Neptune Networks in May 2025. 

Secondly, balance sheet strength - maintaining our investment-grade credit rating while optimising regulatory capital and cash, working capital, liquidity, and debt levels to support long-term resilience. The Group maintained a stable leverage ratio of 1.6x, consistent with the year ended 31 December 2024. This was supported by strong profitability and effective debt management, notably the successful issue of a new £250m Sterling Notes maturing in 2032, and buying back over 90% of the £250m Sterling Notes maturing in May 2026.

Thirdly, a progressive dividend policy targeting a return of 50% of full-year adjusted earnings to shareholders, with 30-40% of H1 2025 adjusted earnings typically distributed as interim dividend, and the balance paid as final dividend.

Finally, the return of surplus cash to shareholders, subject to ongoing assessments of organic cash generation and capital requirements.

Based on our current outlook, and after allocating estimated resources in line with our capital allocation framework, we expect to deliver in excess of £200m of surplus cash organically, available for investment and returns to shareholders across 2026 and 2027.

Liquidity management

In June 2025, the Group successfully completed refinancing under its Euro Medium Term Note ('EMTN') programme issuing £250m of Sterling Notes maturing in 2032. The proceeds were used to repay £231m of outstanding Sterling Notes during H1 2025. This demand from investors highlights the market's recognition of our consistent two-year issuance cycle and prudent capital allocation. The Group has also extended the ¥20bn Revolving Credit Facility ('RCF') with our Joint Venture ('JV') partner in Japan to August 2027. In addition, the Group has access to a £350m syndicated RCF that matures in May 2027.

Significant items

Significant items distort comparisons due to their size, nature or frequency and are therefore excluded from adjusted financial and performance metrics in order to provide better understanding, comparability and predictability of the underlying trends of the business, to arrive at adjusted operating and profit measures.

Significant items are categorised as below:

Restructuring and related costs

Restructuring and related costs arise from initiatives to reduce the ongoing cost base and improve efficiency to enable the delivery of our strategic priorities. These initiatives are significant in size and nature to warrant exclusion from adjusted measures. Costs for other smaller scale restructuring are retained within both reported and adjusted results.

Disposals, acquisitions and investments in new businesses

Costs and any income related to disposals, acquisitions and investments in new business are transaction dependent and can vary significantly year-on-year, depending on the size and complexity of each transaction. Amortisation of purchased and developed software is contained in both the reported and adjusted results, as these are considered to be core to supporting the operations of the business.

Legal and regulatory matters

Costs and recoveries related to certain legal and regulatory cases are treated as significant items due to their size and nature. Management considers these cases separately due to the judgements and estimations involved, the costs and recoveries of which could vary significantly year-on-year.

The table below shows the significant items in H1 2025 compared with H1 2024, of which around 35% (H1 2024: around 80%) of the total H1 2025 costs are non-cash.

Net finance expense

The adjusted net finance expense is £17m, an increase of £7m compared with H1 2024 and is in line with guidance. This increase primarily reflects lower interest income during a period of interest rate cuts, as well as issuance-related fees associated with the new £250m Sterling Notes maturing in 2032.

Tax

The effective rate of tax on adjusted earnings is 28% (H1 2024: 29%). 

Basic earnings per share ('EPS')

The average number of shares used for the H1 2025 basic EPS calculation is 737.9m (H1 2024: 761.5m). This is based on:

The Group's EBT has waived its rights to dividends.

The reported basic EPS for H1 2025 was 13.4 pence (H1 2024: 12.0 pence) and adjusted basic EPS for H1 2025 was 17.6 pence (H1 2024: 16.2 pence).

Dividend

The Board is recommending an interim dividend for H1 2025 of 5.2 pence (H1 2024: 4.8 pence), an increase of 8% from the previous period. This aligns to the Group's dividend policy which targets a dividend cover of approximately two times adjusted earnings. The interim dividend is typically based on a pay-out range of 30-40% of H1 adjusted earnings and the balance paid as final dividend. The interim dividend will be paid on 07 November 2025 to shareholders on the register at close of business on 03 October 2025. The ex-dividend date will be 02 October 2025.

The Group offers a Dividend Reinvestment Plan ('DRIP'), where dividends can be reinvested in further TP ICAP Group plc shares. The DRIP election cut-off date will be 17 October 2025.

Guidance for 2025

The Group maintains the guidance for full year 2025 provided at the FY 2024 results announcement, subject to macroeconomic events and foreign exchange movements.

Significant items guidance of £115m, which is before tax and legal and regulatory matters, is subject to the potential US minority listing of Parameta Solutions.

Performance by primary operating segment (divisional basis)

The Group presents below the results of its business by primary operating segment with a focus on revenue and APMs used to measure and assess performance.

 'Corp/Elim' = Corporate centre, eliminations and other unallocated costs.

Global Broking

Global Broking delivered a strong performance in H1 2025, with revenue increasing 12% (+10% in reported currency) to £712m. Global Broking revenue accounted for 58% of total Group revenue in the period. Favourable market conditions, which saw elevated client activity driven by geopolitical uncertainties and shifts in US trade policy, resulted in increased revenues across Rates, FX, Money Markets, and Equities.

In Rates, our most profitable asset class, revenue grew 14% to £327m, with strong results across all regions. In FX & Money Markets, revenue grew 6%, where favourable market conditions, particularly in Europe, supported higher trading volumes. Equities revenue grew 15%, supported by improved market conditions as market participants rebalanced portfolios, and Credit revenue grew 12% driven by higher credit derivative activity in the Americas. We recently announced the acquisition of Neptune Networks, reinforcing our strategic intent to continue to invest for growth and scale in our Credit offering.

Front office costs, most of which are variable and linked to revenue were 12% (+10% in reported currency) higher. Contribution margin declined slightly to 38.9% from 39.6% in the prior period.

The division maintained its market-leading position with revenue per broker increasing by 11%, demonstrating continued focus on broker productivity and revenue growth.

Management and support costs, including depreciation, amortisation and net of other operating income, increased by 3% to £146m, which contributed to a 19% increase in adjusted EBIT to £131m, with adjusted EBIT margin increasing by 1.1%pts to 18.4% (H1 2024: £110m and 17.3% in constant currency; £110m and 17.0% in reported currency).

Energy & Commodities

Energy & Commodities revenue decreased 2% (-2% in reported currency) to £238m, from a record H1 2024 in a competitive environment for talent. Trading volumes were mixed across the first half, with periods of strong activity offset by quieter months reflecting a risk-off environment, particularly in Oil and Power markets.

Oil revenue was particularly affected by a competitive environment for talent. Power markets experienced softer over-the-counter ('OTC') activity across European hubs. Gas revenue increased supported by growth in the markets. Regionally, revenue declined 6% in Asia and 4% in the Americas, while Europe delivered modest 1% growth.

E&C continues to expand into the digital assets space through Fusion Digital Assets, an electronic exchange, and crypto asset derivatives broking as well as expanding into Asia.

Front office costs increased by 2% to £169m, driven by continued investment in broker recruitment and retention. Contribution margin declined to 29.0% (H1 2024: 31.8%).

Management and support costs, including depreciation, amortisation and net of other operating income, decreased by 7% to £42m, reflecting targeted cost control and lower allocations as a result of the business performance. 

Adjusted EBIT declined 16% to £27m, with an adjusted EBIT margin of 11.3% (H1 2024: £32m and 13.2% in constant currency; £33m and 13.5% in reported currency).

Liquidnet1

Liquidnet delivered a strong performance in H1 2025, with revenue increasing to £195m, up 15% (+14% in reported currency), driven by continued growth in the core Equities platform (+6%) and a 29% increase in Multi-Asset Agency Execution.

The Equity market activity remained strong in H1 2025, with volumes accelerating following geopolitical developments and renewed trade optimism. European and US dark market volumes surged contributing to a 14% increase in the global commission wallet in Q12, during which Liquidnet Equities also grew 14%. This marked the seventh consecutive quarter of revenue growth for the division since Q2 2023. While block trading sentiment was more cautious in Q2, Liquidnet maintained its leadership, ranking first in Europe for LIS trading (37% share3 of the 5x LIS market) and second in the US ATS block market (24% market share4). 

Multi-Asset Agency volumes doubled after the announcement of US Tariffs in early April, compared with the prior year, with the Relative Value business growing 31% on the back of market share gains, strategic hires, and technology enhancements on the ICAP RV desk. Liquidnet Listed Derivatives revenue rose 270% year-on-year, driven by favourable conditions, new hires, and rollout of new technology solutions.

Front office costs increased 15% to £120m in line with revenue growth, reflecting higher headcount in the Equities and Multi-Asset Agency businesses. The contribution margin remained flat at 38.5%.

Management and support costs, including depreciation, amortisation and net of other operating income, rose 2% to £42m reflecting higher variable costs, aligned with improved business performance and our commitment to retaining key talent.

Adjusted EBIT increased to £33m, with the margin improving to 16.9% (H1 2024: £24m and 14.2% in constant currency; £24m and 14.0% in reported currency).

Parameta Solutions

Parameta Solutions generated revenue of £100m, a 5% increase compared with the prior period (+3% in reported currency). This growth was underpinned by its strong recurring subscription-based revenue, which represents 98% of total revenue, (up from 97% in the prior period). ARR grew by 5%.

In H1, the business expanded its product portfolio, grew the sales team pipeline, and ramped up marketing activity, driving a tenfold increase in lead generation compared with the year ended 31 December 2024.

Contribution margin decreased to 44.0%, down 4.4%pts (-4.5%pts in reported currency), reflecting increased investment in capabilities essential to establishing Parameta Solutions as a stand-alone business. As previously announced, and in-line with the division's strategy, the Group will continue to invest to grow Parameta Solutions. These investments, spanning commercial infrastructure - including sales force expansion, product innovation, and operational scalability are aligned with the Group's strategic intent to unlock value, and are designed to enhance Parameta Solutions long-term performance, efficiency, and profitability as it transitions toward greater independence.

Management and support costs, charged under the Long Term Service Agreement with TP ICAP were flat compared to H1 2024.

Adjusted EBITDA was £36m, with a margin of 36.0%, a decrease of 5.1%pts from the prior period. Adjusted EBIT was £36m, with a margin of 36.0% (H1 2024: adjusted EBIT £38m EBIT margin 40.0% in constant currency; £39m and 40.2% in reported currency).

Cash flow

The table below shows the changes in cash and debt for the period's ending H1 2025 and H1 2024.

The Group's net cash balance of £867m decreased from £1,066m at the beginning of the year because of usual seasonal working capital outflows and higher taxes driven by higher trading activity, strategic investments including the acquisition of Neptune Networks, share buybacks, and share purchases to fund employee equity schemes.

The operating cash inflow of £24m (H1 2024 restated: £127m inflow) was impacted by a higher working capital outflow of £128m (H1 2024 restated: £22m). This was mainly driven by higher trade receivables arising from increased trading activity in the period, as well as temporary cash outflows from trade settlement balances that have subsequently reversed. Tax and interest payments rose to £69m, reflecting higher profitability and higher interest costs on refinancing of the 2026 Sterling Notes.

The investing activities cash outflow of £29m (H1 2024 restated: £37m) reflects the acquisition of Neptune Networks, supporting the build-out of the credit platform, and increased investment in technology.

The financing activities cash outflows of £150m (H1 2024: £192m) includes the increased final dividend for 2024 of £84m, a £31m outflow from the share buyback programmes announced in August 2024 and March 2025, £44m for share purchases to fund employee equity schemes, and a £17m net cash inflow being the residual proceeds of the 2032 Sterling Notes issued to refinance most of the £250m note maturing in 2026.

The strengthening of GBP against the USD and EUR in H1 2025, has resulted in a retranslation loss on cash of £44m (H1 2024: £4m loss).

Debt finance

The composition of the Group's outstanding debt is summarised below.

The Group's total debt, excluding lease liabilities, increased to £780m compared with £753m as at 31 December 2024. This is mainly due to the issuance of the £250m 2032 Sterling Notes, compared with a repayment of only £231m of the 2026 Sterling Notes.

The Group's £350m bank revolving credit facility, maturing in May 2027, and the ¥20bn Yen facility, maturing in August 2027, were both undrawn as at H1 2025.

Exchange rates 

The income statements and balance sheets of the Group's businesses whose functional currencies are not GBP are translated into GBP at average and period end exchange rates respectively. The most significant currencies for the Group are the USD and the Euro. The financial statements for H1 2025 were prepared using the average and period end exchange rates listed below.

In H1 2025, foreign exchange translation negatively impacted the Group's P&L. The average exchange rates for GBP against USD and EUR were higher than H1 2024, adversely affecting the Group's trading performance, with around 60% of Group revenue and 40% of costs in USD. The overall strengthening of GBP, against currencies in which the Group operates, over the period resulted in an additional £4m loss (net of FX forward contracts) in the income statement (H1 2024: £3m loss) from the retranslation of non-GBP cash, borrowings and related derivatives and operating assets and liabilities. The FX on retranslation of non-GBP borrowings (£nil) and related derivatives (£nil) in H1 2025 (H1 2024: non-GBP borrowings (£3m gain) and related derivatives (£3m loss) is reflected in net finance expense, to better reflect the nature of these costs.