ICAP ANNOUNCES BONDHOLDER CONSENT FOR DISPOSAL

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

ICAP ANNOUNCES BONDHOLDER CONSENT FOR DISPOSAL

29 March 2016

ICAP plc ("ICAP") and ICAP Group Holdings plc (together with ICAP, the "Issuers") have successfully obtained consent to amend certain terms and conditions in respect of the proposed disposal of ICAP's global hybrid voice-broking and information business to Tullett Prebon plc (the "Proposals"), from the holders of the £125,000,000 5.50 per cent. Guaranteed Notes due July 2018 (ISIN: XS0805454872) (the "2018 Notes") and the holders of the €350,000,000 3.125 per cent. Notes due March 2019 (ISIN: XS1041793123) (the "2019 Notes" and together with the 2018 Notes, the "Notes").

This consent follows an invitation to the holders of the Notes as set out in a consent solicitation memorandum dated 1 March 2016 and prepared by the Issuers (the "Consent Solicitation Memorandum"). Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

The meetings of the Noteholders to consider the Proposals (the "Meetings") were held at the offices of Clifford Chance LLP, at 10 Upper Bank Street, London, E14 5JJ on 29 March 2016. 

The Extraordinary Resolutions in respect of both series of Notes were duly passed at the Meetings. Of the votes received, those in favour of the Proposals represented 96.1% in respect of the 2018 Notes and 100% in respect of the 2019 Notes.

Unless the Proposals are terminated on or prior to the relevant Payment Date in accordance with the terms set out in the Consent Solicitation Memorandum, any Consent Fees are expected to be paid on 10 May 2016. 

Further Information

Further details about the transaction can be obtained from:

The Solicitation Agents

Citigroup Global Markets Limited

Citigroup Centre

33 Canada Square

London E14 5LB

United Kingdom

Telephone: +44 20 7986 8969

Attention: Liability Management Group

Email: [email protected]

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

Telephone: +44 20 7134 2468

Attention: Head of Liability Management Group

Email: [email protected]

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Telephone: +44 20 7996 5698

Attention: Liability Management Group

Email: [email protected]

The Tabulation Agent

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone: +44 20 7704 0880

Attention: David Shilson

Email: [email protected]

The Solicitation Agents, the Trustee and the Tabulation Agent do not take responsibility for the contents of this announcement and none of the Issuers, the Solicitation Agents, the Trustee, the Tabulation Agent, or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Proposals. This announcement must be read in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Notes is being made pursuant to this announcement.

This announcement is given by ICAP plc

2 Broadgate

London EC2M 7UR