Interim Management Statement

ICAP plc - Interim Management Statement and

Agreement to acquire TriOptima AB

London - 5 February 2010. ICAP plc (IAP.L), the world's premier interdealer broker, is making this Interim Management Statement in relation to the period from 1 October 2009 to today's date and the outlook for ICAP's financial year ending 31 March 2010.

The Company also announces an agreement to acquire all the outstanding share capital of TriOptima AB, the leading post-trade financial technology company, for an initial €109 million in cash.

Group revenue for the three months ended 31 December 2009 was slightly ahead of the same period last year and consistent with the performance for the nine months to December 20091. This reflects revenues from our new business segments coming on stream to offset a decline in the core voice revenues in comparison with the busy period of the prior year. As our major customers have already reported, the quarter began strongly before activity slowed significantly from mid November leading into the seasonally quieter markets of December. This, coupled with the continuing investment in our important strategic initiatives, was reflected in lower operating margins for the quarter.

Commenting on the third quarter and outlook, Michael Spencer, Group Chief Executive Officer of ICAP, said "Our established businesses continue to perform well in these challenging markets although some of our newer businesses are taking longer to achieve profitability. We continue to invest in our target new business initiatives. In the first weeks of 2010 overall activity levels rebounded, albeit at a slightly lower level than last year. Recently, regulatory uncertainty has increased and the regular seasonal pattern of market activity has been affected.

We expect to be able to take advantage of the likely restructuring of the financial markets post crisis and remain positive about the medium term outlook for the business.

We are very pleased to have reached agreement to acquire all the remaining share capital of TriOptima AB that ICAP does not already own. TriOptima is a highly successful, technology led business that has performed extremely well since we made our initial investment nine years ago. They are an established market leader in the automation of post trade and risk management processes in the OTC markets. Post-trade services are an area where risk management allied with technology innovation is creating exciting new high growth opportunities for ICAP."

Acquisition of TriOptima AB

ICAP Group Holdings plc, a wholly owned subsidiary of ICAP plc, has reached agreement to acquire all the remaining 61.78% of the share capital of TriOptima AB, which ICAP does not already own, for an initial payment of approximately €109 million payable in cash together with a further amount of approximately €12 million in respect of working capital. This payment will be financed from ICAP's existing debt facilities.

Following the initial payment, there are two further potential payments based on revenue and profit targets for the period to 31 December 2012. These further payments can be made in cash, ICAP shares or a combination of the two at ICAP's discretion. The agreement is subject to regulatory approval in Sweden.

The acquisition is expected to be earnings enhancing from the date of completion.

TriOptima AB, based in Stockholm, is an international financial technology company that solves some of the most challenging post-trade processing problems in the OTC derivatives market. Focused on reducing costs and eliminating risks for its customers, TriOptima offers a range of services including triReduce, the multilateral termination service for interest rate, credit and energy derivatives; the triResolve service for portfolio reconciliation and exception management of OTC derivative portfolios; and the OTC Derivatives Interest Rate Trade Reporting Repository.

In 2009, TriOptima's multilateral termination service, triReduce, eliminated $14.5 trillion of outstanding credit derivatives contacts and $25.8 trillion of outstanding interest rate derivatives contracts.

ICAP originally invested in TriOptima when the business was founded in 2001. TriOptima has been profitable for several years and in 2009 achieved profit before tax of almost €30 million. The company now has 102 employees and gross assets of €36.5 million. Following the acquisition, the senior management and founders of TriOptima, including Brian Meese, Chief Executive Officer, will remain with the business and continue it within the ICAP Group.

Demand for improvements in market infrastructure will continue to provide major opportunities for the expansion of ICAP's post-trade service businesses. In the half year to September 2009, 19% of ICAP's profit2 came from post-trade and information services.

Brian Meese, TriOptima's Chief Executive Officer, commented, "TriOptima and ICAP share a vision of providing comprehensive post-trade services to the OTC markets. By becoming part of ICAP, TriOptima will be able to more rapidly expand the range of post-trade and risk management services we provide. We anticipate significant growth opportunities from working closely with ICAP's other post-trade and risk management businesses to provide a higher level of service to our combined customer base."

Review of operations

In the Core Voice Broking businesses the interest rate markets, both cash and derivatives, started the quarter active but slowed through November as customers reduced risk taking earlier than usual as their financial year end approached, reflecting a very strong trading year. In the credit markets the heavy new issuance calendar resulted in a good performance from corporate bonds. The credit derivative markets are still waiting to see how a series of structural changes to the market and the introduction of clearing will affect trading. Overall, the emerging markets in the Americas, Asia and Europe had an active end to the year.

Our investment in New Businesses had mixed results. Our Brazilian business made good progress in establishing itself in all the key domestic markets with very good revenue growth during the last three months of 2009. The integration of Arkhe is substantially complete, but the associated cost reductions will not come through until 2010. We now have over 200 staff in Brazil making it ICAP's largest BRIC project and our third largest operation globally.

In shipping, the Baltic dry and wet indexes are 48% and 65% lower respectively than in the corresponding period of last year, and activity levels are severely reduced, which has affected performance. In our Cash Equity businesses, which are now virtually fully staffed, lower market volumes, (38% down in Europe and 24% down in the Americas for the year to December 2009 compared with 2008), have held back growth. The LME business continues to perform well.

We have continued to invest in these strategically important areas, with an incremental spend of over £50m in the year to date. Whilst recent market conditions and our investment spend have combined to affect margins adversely, the case for disciplined investment to improve long term value remains compelling. The Group continues to be highly cash generative to support these investments.

In the fourth quarter, average daily Electronic Broking volumes on BrokerTec (US Treasury products, US Repo and EU repo) were up six percent from Q4 2008 to $511 bn, with a particularly strong performance from US Treasury products, which were up 24% on the previous year to $110.6bn. Average daily spot FX volumes on the EBS platform in the fourth quarter were $126.9 bn.

Total average daily volumes in fixed income products on the BrokerTec platform were $519.9 bn in January, an increase of 33% on the previous year. US Treasury volumes increased 39% year on year to $115.4bn. US repo volumes were up 40% year on year to $174.1 bn. Average daily spot FX volumes traded on the EBS platform in January were $146.7 bn, compared to $149.1 bn the previous year.

ICAP's Post-trade and Information businesses continue to perform well. The Group's joint venture with CLS Group to provide trade aggregation services to participants active in the over-the-counter FX market, CLSAS, has received regulatory approval and begun operations. Eight founding banks have already committed to the joint venture. The service will eliminate settlement risk whilst alleviating the processing burdens and costs for participating banks by 90+%. Operating within the CLS regulatory framework, the supporting technology for the system is provided by Traiana Harmony.

Harmony's Message Centre FX processing service handled 252,000 tickets/day in the quarter, compared to 166,000 tickets per day in the corresponding quarter a year ago. Reset volumes remained very strong and we launched ReMatch, our new multi-lateral market risk matching service for Credit markets.

The Group has acquired a 9% stake in Acadiasoft Inc., a Boston based technology firm that provides automation solutions for collateral management, an area of market infrastructure that supports non-clearable derivatives trading. We believe that automation of collateral management will become an increasing market focus alongside the move to clearing.

ICAP Securities USA LLC, a US subsidiary of ICAP plc, announced on 18 December 2009 that it had agreed to a settlement with the United States Securities and Exchange Commission (SEC), with regard to an industry wide investigation into the markets in certain fixed income securities, without admitting or denying allegations of any wrongdoing. ICAP Securities has agreed to pay the SEC disgorgement of $1 million and a penalty of $24 million. This will be treated as an exceptional item in ICAP plc's financial statements.

Opportunities in changing markets

International initiatives aimed at strengthening financial regulation, supervision and market infrastructure and ensuring efficient, safe and sound OTC derivatives markets continue to be debated. One of the most recent from the US concerns the scope for regulation of proprietary trading by some larger financial institutions. Our understanding is that most of the proposed restrictions are already included in existing or recently drafted legislation, which give regulators discretionary power to restrict certain forms of proprietary trading where appropriate. Most analysts estimate that proprietary trading accounts for between 2% and 5% of many of the larger banks' annual trading revenues. It is uncertain how and when regulators would exercise such powers, how market structures would change or how this US initiative would be coordinated with other countries. New proprietary trading firms will likely emerge to fill any gaps left by the larger institutions.

We continue to expect that our electronic broking business will be a substantial beneficiary of a shift to more transparent markets arising from increased electronic trading. Voice broking will continue to be required for more complex, less liquid products which are unsuitable for electronic broking.

Demand for improvements in market infrastructure will continue to provide major opportunities for our expanding post-trade services business. This includes the development of global trade repositories to meet the needs of regulators for speedy access to net and gross exposures by counterparty. These repositories can also address demands for transparency of post trade data on an aggregate basis.

ICAP provides the infrastructure to improve the resilience and efficiency of the world's wholesale OTC markets. We have sustained our core business during the market turmoil and retain our leading position in the largest and deepest OTC markets.

In slower markets some of our newer businesses are taking longer than previously anticipated to achieve profitability. In the first weeks of 2010 overall activity levels rebounded, albeit at a slightly lower level than last year. Recently, regulatory uncertainty has increased and the regular seasonal pattern of market activity has been affected. Taking these factors into account, the Group now anticipates thatprofit before tax, amortisation and impairment of intangibles arising on consolidation and exceptional items for the financial year ending 31 March 2010 will be in the range £295 million to £315 million, assuming that exchange rates remain at current levels for the remainder of the financial year.

1 Based on unaudited figures using year to date average rates of $1.60/£ for both the nine months to December 2009 and the three months ended December 2009 and $1.81/£ for the nine months to December 2008 and the three months ended December 2008.

2 Pre-tax profit before amortisation and impairment of intangibles arising on consolidation

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A conference call for analysts and investors will be held at 12:00 GMT/07:30 EST on Friday 5 February 2010 to discuss ICAP's acquisition of TriOptima. For dial in details please contact Maitland on +44 (0) 20 7379 5151.

Contacts:

Notes to editors:

About ICAP

ICAP is the world's premier interdealer broker and supplier of post-trade services. The Group is active in the wholesale markets in interest rates, credit, commodities, foreign exchange and equity derivatives. ICAP plc was added to the FTSE 100 Index on 30 June 2006. For more information go to www.icap.com.