Noteholder Consent Solicitation

ICAP ANNOUNCES CONSENT SOLICITATIONS

1 March 2016

ICAP plc ("ICAP") announces an invitation to the holders of its £125,000,000 5.50 per cent. Guaranteed Notes due July 2018 (ISIN: XS0805454872) (the "2018 Notes") and ICAP Group Holdings plc (together with ICAP, the "Issuers") announces an invitation to the holders of its €350,000,000 3.125 per cent. Notes due March 2019 (ISIN: XS1041793123) (the "2019 Notes" and together with the 2018 Notes, the "Notes"), to amend certain provisions of the terms and conditions of the Notes (each a "Proposal" and, together, the "Proposals"). The Proposals are made on the terms and subject to the conditions set out in a consent solicitation memorandum dated 1 March 2016 and prepared by the Issuers. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.

Sale of IGBB and the Proposals

On 11 November 2015, the ICAP Board agreed terms with Tullett Prebon plc ("Tullett Prebon") for the disposal by ICAP of its global hybrid voice-broking and information business to Tullett Prebon, including ICAP's associated technology and broking platforms (including iSwap and Fusion), certain of ICAP's joint ventures and associates ("IGBB") and certain intellectual property rights including the "ICAP" name (the "Transaction"). 

Tullett Prebon intends to acquire all of IGBB in return for the issue of new shares in Tullett Prebon ("New Tullett Prebon Shares") to ICAP Newco plc, a new listed holding company of the ICAP group ("Newco"), and to ICAP shareholders, representing in aggregate approximately 56 per cent. of the issued share capital of Tullett Prebon following the Transaction ("Enlarged Tullett Prebon"). Following completion of the Transaction ("Completion"), Newco will own approximately 19.9 per cent. of the issued share capital in Enlarged Tullett Prebon. Ownership of the electronic markets and post trade businesses, including associated information revenues, will remain fully with Newco.

Background to and reasons for the Transaction

ICAP has pursued a successful strategy to diversify its business profile with investments in electronic markets and post trade businesses. Against a backdrop of structural changes within wholesale financial markets and increased regulatory oversight and disclosure, customers are seeking innovative products, greater liquidity and best in class platforms and services. As such the ICAP Board believes that Newco will:

· become a focused post trade and electronic markets business, with a portfolio of leading financial market infrastructure;

· be better placed to capture the long term structural growth opportunities it sees in electronic financial markets, post trade services and risk solution services and focus on service and product innovation;

· be positioned to drive the expansion of its addressable market through continuing product development and broadening of geographic reach and customer base;

· benefit from regulatory-driven increased demand for post trade risk mitigation solutions and electronic trading infrastructure; and

· offer solutions that are at the heart of the workflow of its customers and have an increasing level of recurring subscription revenue.

Views of Rating Agencies

Both of Moody's and Fitch have confirmed that the sale of IGBB is not expected to result in any change to the current credit ratings of the Issuers.

The relevant press releases can be found at:

https://www.fitchratings.com/site/fitch-home/pressrelease?id=993886

https://www.moodys.com/research/Moodys-affirms-Baa3-ratings-of-ICAP-and-Ba1-ratings-of--PR_339118

The Issuers and the Solicitation Agents do not accept responsibility for the contents of these press releases or for any other information relating to the Issuers or the Notes published by Moody's, Fitch or any other credit rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Proposed Consents

The Issuers are requesting consents from the holders of the Notes (the "Noteholders") to pass, at separate meetings of the holders of each series of Notes (or any adjourned such meeting (the "Meetings")), an extraordinary resolution (each an "Extraordinary Resolution") authorising and instructing the Trustee to amend Condition 10(a)(vi) of the terms and conditions of the Notes in order to permit the sale of IGBB.

In order to reflect the amended group structure following Completion and ensure that Condition 4(b) works as originally contemplated, the Issuers are also requesting holders of the Notes to consent to an amendment to Condition 4(c) of the Notes, (which relates to the status of IGHP within the wider ICAP group), so that the definition of the "Group" for the purposes of Condition 4(b) shall refer to Newco and its Subsidiaries rather than ICAP and its Subsidiaries. 

The Issuers are also proposing amendments to Conditions 5(a)(ii) and 7(d)(2) of the Notes in order to clarify that unsolicited credit ratings shall not be taken into account for the purpose of the relevant Conditions. 

Further details of the rationale for the sale of IGBB, and the terms of the proposed Transaction, can be found in the Consent Solicitation Memorandum. 

Key Dates

The meetings of the Noteholders to consider the Proposals (the "Meetings") will be held at the offices of Clifford Chance LLP, at 10 Upper Bank Street, London, E14 5JJ on 29 March 2016. The Meeting in respect of the 2018 Notes will commence at 10.00 a.m. (London time) and the Meeting in respect of the 2019 Notes will commence at 10.30 a.m. (London time). The deadline for voting, or obtaining Forms of Proxy or Voting Certificates entitling holders to attend and vote at the Meetings, will be 4.00 p.m. (London time) on 22 March 2016 (the "Expiration Deadline"). 

Consent Fees

The Issuers are offering to pay certain Consent Fees (as defined below) to holders of the Notes who vote in favour of the relevant Extraordinary Resolution(s), provided that the relevant Extraordinary Resolution is passed and the Proposals have not been terminated by the Issuers on or prior to the Payment Date (as defined below). Payment of the relevant Consent Fee in respect of one series of Notes is also conditional upon the passing of the equivalent Extraordinary Resolution by the holders of the other series of Notes. The Consent Fees will be payable on the date falling six weeks after the date of the Meetings, which is expected to be 10 May 2016, or (if applicable) any adjourned meeting(s) (the "Payment Date"). 

The Consent Fees (if payable) will only be paid to holders who vote in favour of the relevant Extraordinary Resolution(s) and who have submitted Voting Instructions prior to the relevant deadline(s) and complied with the other terms and conditions specified in the Consent Solicitation Memorandum. Attending the relevant Meeting(s) and voting in person, or making arrangements to be represented at such Meeting(s) without submitting a valid Voting Instruction, will mean that the relevant Noteholder will not be entitled to receive a Consent Fee under any circumstances.

2018 Notes

Holders of the 2018 Notes who submit a valid Voting Instruction in favour of the Extraordinary Resolution relating to the 2018 Notes, and which is received by the Tabulation Agent on or before the Expiration Deadline and not subsequently revoked, will be eligible to receive a Consent Fee of £0.50 for each £100 in aggregate nominal amount of the 2018 Notes (the "2018 Consent Fee") which are subject to the relevant Voting Instruction. The relevant Issuer will only be obliged to pay the 2018 Consent Fee to holders of the 2018 Notes if the Extraordinary Resolution in relation to the 2018 Notes is successfully passed at the Meeting (or any adjourned such Meeting), if an equivalent resolution is passed by holders of the 2019 Notes and if the Proposals have not been terminated by the Issuers on or prior to the Payment Date. There is no Early Voting Deadline in respect of the 2018 Notes.

2019 Notes

Holders of the 2019 Notes who submit a valid Voting Instruction in favour of the Extraordinary Resolution relating to the 2019 Notes, and which is received by the Tabulation Agent on or before the Early Voting Deadline and not subsequently revoked, will be eligible to receive a Consent Fee of €5.00 for each €1,000 in aggregate nominal amount of the 2019 Notes (the "2019 Early Consent Fee") which are subject to the relevant Voting Instruction. 

Holders of the 2019 Notes who submit a valid Voting Instruction in favour of the Extraordinary Resolution relating to the 2019 Notes, and which is received by the Tabulation Agent after the Early Voting Deadline but on or before the Expiration Deadline and not subsequently revoked, will be eligible to receive a Consent Fee of €2.50 for each €1,000 in aggregate nominal amount of the 2019 Notes (the "2019 Late Consent Fee" and together with the 2019 Early Consent Fee, the "2019 Consent Fees" and the 2019 Consent Fees together with the 2018 Consent Fee, the "Consent Fees") which are subject to the relevant Voting Instruction. 

The relevant Issuer will only be obliged to pay the 2019 Consent Fees to holders of the 2019 Notes if the Extraordinary Resolution in relation to the 2019 Notes is successfully passed at the Meeting (or any adjourned such Meeting), if an equivalent resolution is passed by holders of the 2018 Notes and if the Proposals have not been terminated by the Issuers on or prior to the Payment Date.

The Early Voting Deadline in respect of the 2019 Notes is 4.00 p.m. (London time) on 11 March 2016. Holders of the 2019 Notes who submit a valid Voting Instruction in favour of the relevant Extraordinary Resolution which is received by the Tabulation Agent after the Early Voting Deadline but on or prior to the Expiration Deadline will only be eligible to receive the 2019 Late Consent Fee.

Amendment and Termination

The Issuers reserve the right, in their sole and absolute discretion, to extend, re-open, withdraw, amend or terminate either or both of the Proposals (other than the terms of the Extraordinary Resolutions) as described in the Consent Solicitation Memorandum. Details of any such extension, re-opening, withdrawal, termination or amendment will be notified to the Noteholders as soon as reasonably practicable after such decision.

If, on or prior to the Payment Date, the Issuers have announced that the Transaction will not be completed as a result of a failure to satisfy one or more Transaction Conditions, they reserve the right to terminate the Proposals. If the Proposals are terminated on or prior to the Payment Date, then the changes contemplated by the Extraordinary Resolutions will not be implemented and no Consent Fees will be payable, even if the Extraordinary Resolutions have been passed at the Meetings.

Expected Timetable

The above times and dates are subject, where applicable, to the right of the Issuers to extend, re-open, amend, waive any condition of, and/or terminate either or both of the Proposals (other than the forms of Extraordinary Resolution) or the Proposals and the calling of any adjourned Meeting by the Issuers. The deadlines set by any custodian or intermediary and each Clearing System for the submission and withdrawal of Voting Instructions may be earlier than the relevant deadlines above. 

Further Information

A complete description of the terms and conditions of the Proposals is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to eligible persons upon request from the Tabulation Agent.

Before making a decision with respect to the Proposals, Noteholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations".

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

Telephone: +44 207 704 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 notice. This announcement and the Consent Solicitation Memorandum contain important information, which should be read carefully before any decision is made with respect to the Proposals. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

Distribution Restrictions

This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Proposals in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Issuer, the Solicitation Agents and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Solicitation Agents or the Tabulation Agent in relation to the Proposals that would permit a public offering of securities.

Any materials relating to the Proposals do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitation is not permitted by law. If a jurisdiction requires that the Proposals be made by a licensed broker or dealer and the Solicitation Agents or their affiliates are such licensed brokers or dealers in that jurisdiction, the Proposals shall be deemed to be made by the Solicitation Agents or such affiliates (as the case may be) on behalf of the Issuer in such jurisdiction.