Holding(s) in Company

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

ICAP plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

 X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to the notification obligation:

Michael Alan Spencer

IPGL Limited

INCAP Finance B.V.

4. Full name of shareholder(s) (if different from 3.):

INCAP Finance B.V. (59,319,560 shares)

INCAP Overseas B.V. (45,750,000 shares)

Halifax EES Trustees International Ltd., as trustee of the ICAP Employee Share Trust (2,731,884 shares)

Michael Alan Spencer (1,001,029 shares)

Giltspur Nominees Limited (50,000 shares)

5. Date of the transaction and date on which the threshold is crossed or reached:

6 December 2010 (see para 13)

6. Date on which issuer notified:

7 December 2010

7. Threshold(s) that is/are crossed or reached:

The interests of IPGL Limited and INCAP Finance B.V. cross below 16% and the aggregate direct and indirect interests of Mr Spencer cross below 17%

8. Notified details:

A: Voting rights attached to shares

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights

Direct

Direct

Indirect

Direct

Indirect

ordinary

114,852,473

114,852,473

1,001,029

1,001,029

107,851,444

0.15%

16.34%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate

Exercise/ConversionPeriod

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Exerciseprice

Expirationdate

Exercise/Conversionperiod

Number of votingrights instrumentrefers to

% of voting rights

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

108,852,473

16.49%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable:

INCAP Overseas B.V. is a wholly-owned subsidiary of INCAP Finance B.V. The ultimate holding company of INCAP Finance BV is IPGL Limited. The intervening holding companies, each of which are wholly-owned subsidiaries of IPGL Limited, are: INCAP Netherlands Holdings B.V. and Intercapital Brokerage Services Limited. Mr Spencer, together with his wife and trustees of their family trusts own approximately 55.10% of IPGL Limited.

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will cease to hold:

12. Date on which proxy holder will cease to hold voting rights:

13. Additional information:

Closing of the sale of 6,000,000 ICAP shares by INCAP Finance B.V. reflected in this notification is expected to take place by 10 December 2010, subject to usual closing conditions.

14. Contact name:

 Mike Sheard

15. Contact telephone number:

0207 000 5000