Updated announcement: ICAP and Tullett Prebon

Updated version following distribution earlier today, to accommodate minor corrections to historic financial statements

ICAP to combine its voice and hybrid broking and information business with Tullett Prebon

London, 11 November 2015- ICAP plc (IAP.L), a leading markets operator and provider of post trade risk mitigation and information services, announces today that further to the announcement of Tullett Prebon plc ("Tullett Prebon"), the Board of ICAP plc ("ICAP") has agreed terms with 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) and certain of ICAP's joint ventures and associates ("ICAP's Global Broking Business" or "IGBB") (the "Transaction").

Tullett Prebon intends to acquire all of IGBB in return for the issue of new shares in Tullett Prebon to a new holding company of the ICAP group ("ICAP NewCo") and to ICAP's shareholders, representing in aggregate 56 per cent. of the Enlarged Tullett Prebon ("Enlarged Tullett Prebon") issued share capital as at completion of the Transaction ("Completion"). Subject to the satisfaction of certain conditions and the exercise of an option arrangement (further details of which are set out in Section 8 below), following Completion, 36.1 per cent. of the Enlarged Tullett Prebon share capital would be issued to ICAP shareholders and 19.9 per cent. to ICAP NewCo. Existing Tullett Prebon shareholders would continue to own 44 per cent. of the Enlarged Tullett Prebon issued share capital.

The Transaction provides a unique opportunity to combine the complementary strengths of two leading global hybrid voice broking franchises to create the largest player in the industry, which will achieve significant cost synergies of at least £60 million.

The Post Trade, Risk and Information and Electronic Markets divisions of ICAP will operate under a new group holding company ICAP NewCo which will be positioned as a leader in the financial technology space, ready to capitalise on the many opportunities it sees in these markets.

As a focused electronic and post trade group with a leading portfolio of financial market infrastructure businesses and products, the ICAP NewCo Group will benefit from ICAP's significant investment in technology and strong track record of innovation and will be well positioned to capitalise on the many growth opportunities in its markets.

It is expected that ICAP NewCo will cease to be subject to continuing consolidated regulatory capital requirements.

ICAP NewCo's businesses will include:

- ICAP's exchange-like electronic platforms, EBS and BrokerTec;

- the post trade risk mitigation businesses, TriOptima and Reset;

- the transaction processing business, Traiana;

- the financial technology incubator, Euclid; and

- ICAP Information Services as it relates to ICAP's electronic platforms.

No changes are anticipated to the Board of Directors of ICAP, each of whom is expected to become a Director of ICAP NewCo. On Completion, Ken Pigaga, currently Group Chief Operating Officer of ICAP, will resign from his current position in ICAP and be appointed to the board of Enlarged Tullett Prebon as a director and Chief Operating Officer. Additionally, ICAP NewCo will appoint a non-executive director to the board of Enlarged Tullett Prebon. Michael Spencer will have an honorary title of President of Enlarged Tullett Prebon. He will be available to advise the Board of Enlarged Tullett Prebon but will not be a member of the Board.

Completion is conditional on, inter alia, the approval of shareholders of both Tullett Prebon and ICAP, clearance from certain antitrust authorities, and the consent of various regulatory bodies, and is expected to occur in 2016.

Commenting on today's announcement, Michael Spencer, Group Chief Executive Officer of ICAP, said: "Today we announce a compelling opportunity to bring together two world class, client focused broking businesses, both with a proud heritage. By coming together they will benefit from improved scale, allowing for a significantly improved product suite and service for customers. Financial regulatory reform means that the global financial markets have profoundly changed and this Transaction means both companies will be better suited to meet the market's changing needs and better serve our customers. This is an historic moment for both companies and the voice and hybrid broking industry. I have every confidence that this new structure will emerge as a great platform for success.

"ICAP NewCo will emerge from this Transaction as a pure post trade services and electronic trading group. Our strategy has consistently been to increase the proportion of revenues derived from these two divisions. This Transaction is the next natural step in this strategy. ICAP has a long history of investing in innovative products and new technologies. We have been at the forefront of the electronification of trading infrastructures and have continued to invest heavily in risk mitigation and efficient workflow solutions. This, combined with a top class management team with a strong track record of successful innovation, means that ICAP will be better positioned to capitalise on the increasing demand for electronic and post trade products and services."

ICAP has also announced its Group interim results today. For the six months ended 30 September 2015, the Group reported revenue of £595 million, 4% below the prior half year. On a constant currency basis, revenue from Post Trade Risk and Information increased by 8% and Electronic Markets by 1% which was offset by a decrease of 14% in Global Broking. On a continuing basis, Global Broking revenue was down 1% on the prior half year. For further details, please refer to the results press release on our website.

For further details of the Transaction, please see announcement made today by Tullett Prebon plc.

Enquiries:

Investor and analyst call

Tullett Prebon will be hosting an analyst presentation today at The Brewery, 52 Chiswell Street, EC1Y 4SD from 8.45am. This will be followed by a separate ICAP presentation at the same venue from 10.20am. A webcast of the ICAP presentation, with slides, will be available at ICAP.com.

Proposed combination of ICAP's Global Broking business with Tullett Prebon

1. Introduction

The Board of ICAP announces that it has agreed terms with 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) and certain of ICAP's joint ventures and associates.

The Transaction will combine the complementary strengths of two leading global hybrid voice broking franchises to create the largest player in the industry. The Transaction also represents a transformational opportunity to accelerate ICAP's strategy to be the best operator in the electronic markets and post trade sector.

The Transaction constitutes a class 1 disposal for ICAP for the purposes of the UK Listing Rules and is therefore conditional, amongst other things, upon the approval of ICAP's shareholders.

2. Transaction structure and pro forma ownership

Tullett Prebon intends to acquire all of ICAP's Global Broking Business ("IGBB") in return for the issue of new shares in Tullett Prebon to ICAP NewCo and to ICAP's shareholders representing in aggregate 56 per cent. of the Enlarged Tullett Prebon issued share capital as at Completion. Subject to the satisfaction of certain conditions and the exercise of an option arrangement (further details of which are set out in Section 8 below), following Completion, 36.1 per cent. of the Enlarged Tullett Prebon share capital would be issued to ICAP shareholders and 19.9 per cent. to ICAP NewCo. Existing Tullett Prebon shareholders would continue to own 44 per cent. of the Enlarged Tullett Prebon issued share capital.

None of ICAP NewCo or its shareholders will be restricted in dealing in the new Tullett Prebon shares received as consideration for the Transaction. However, it is ICAP NewCo's intention to retain its Tullett Prebon shares for the foreseeable future following Completion.

The Transaction will be effected pursuant to a sale and purchase agreement between ICAP and Tullett Prebon (the "SPA"). Key terms of the SPA are set out in Section 8 below.

3. Background to, and reasons for, the Transaction

Over a number of years, Tullett Prebon and ICAP have successfully executed their respective strategies during a period of significant market change in demand for services from interdealer brokers.

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 Board of ICAP believes that the Transaction creates two strengthened and streamlined businesses. In particular, ICAP NewCo will:

· become a focused post trade and electronic trading 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;

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

· own a minority stake in the enlarged voice broking and hybrid business, enabling ICAP NewCo to share in the upside of the success and strong cash flow generation of the combined group, and receive dividends from the Enlarged Tullett Prebon; and

· benefit from increased financial resilience in its businesses, with improved resources available to it to pursue technological innovation and upgrade platform and screen functionality to provide clients with rapid, streamlined integrated technological solutions.

4. Dividend policy

ICAP Newco's policy will be to maintain a progressive dividend in line with its view of the underlying earnings and cash flow of ICAP NewCo. Current ICAP shareholders and ICAP NewCo will also benefit from the dividends they will receive directly from the Enlarged Tullett Prebon.

5. Directors and management

No changes are anticipated to the Board of Directors of ICAP, each of whom is expected to become a Director of ICAP NewCo. Ken Pigaga, Group Chief Operating Officer of ICAP, will resign from his current position at ICAP and be appointed to the board of Enlarged Tullett Prebon as a director (subject to FCA approval) and Chief Operating Officer.

6. Employees

Both ICAP and Tullett Prebon attach great importance to the skills and expertise of their employees and believe that they will be important factors in the success of both Enlarged Tullett Prebon and ICAP Newco. The combination of facilities, technology and operational functions within Enlarged Tullett Prebon may lead to some operational restructuring; however, both companies will offer enhanced opportunities and therefore attractive career prospects for the employees of the two businesses.

The existing employment rights of employees of ICAP will be fully recognised and any operational restructuring will be subject to necessary consultation.

7. Information about IGBB

Operating across 35 locations in 22 countries, IGBB provides hybrid voice inter‐dealer broking services and complementary information services products across a wide range of asset classes including rates, emerging markets, commodities, equities, FX and money markets and credit.

IGBB includes the following constituent parts of ICAP:

· ICAP's three regionally managed hybrid voice broking businesses in EMEA, the Americas and Asia Pacific ("APAC"), including all e-trading products and services developed by ICAP's e-Commerce team (including Fusion) (together "Global Broking");

· ICAP's 40.23 per cent economic interest in iSwap, a global electronic trading platform for EUR, USD and GBP interest rate swaps; Revenues and operating profits from sales of information services products directly attributable to Global Broking and iSwap ("Information Services"); and

· Certain of ICAP's joint ventures, associates and investments, including but not limited to SIF ICAP, SA de CV (Mexico), Totan ICAP Co Limited (Japan), Central Totan Securities Co Limited (Japan) and Corretaje e Informacion Monetaria y de Divisas, SA (Spain).

IGBB offers its customers a choice of trading venues and services, allowing them to select the execution method (matched principal, agency/name give-up or execution on-exchange) appropriate for the liquidity of the product and their specific needs. Market participants use IGBB's hybrid voice broking services to assess trading availability and successfully execute trades. Customers range from investment banks for fixed income products to end-user corporates and industrials for commodities.

IGBB's 1,472 voice brokers (as at 30 June 2015) draw on their deep customer relationships, market expertise and IGBB's suite of pre-trade price discovery screens to identify potential trading interest, and in doing so create transparency, liquidity and facilitate the price discovery process. This is particularly important in markets where there is a wide range of potential transaction types and the number of parties willing to enter into certain transactions at any moment may be limited.

IGBB is separately managed from ICAP's other businesses by a dedicated management team and is supported by 1,269 support staff.

iSwap is a global electronic trading platform for EUR, USD and GBP interest rate swaps. Since its creation in 2010, iSwap has continued to build on its market position and has brought increased transparency, greater efficiency and lower transaction costs to the world's largest OTC derivative market. iSwap operates as a regulated multilateral trading facility in Europe and within the IGBB Swap Execution Facility in the US.

Information Services delivers independent data solutions to financial market participants, generating subscription-based fees from a suite of products and services directly attributable to Global Broking and iSwap.

Information Services charges licence fees based on financial instruments linked to proprietary indices as well as licensing other index administrators for the use of IGBB data in their indices.

For the value of IGBB's gross assets and the profits attributable to those assets as well as current trading information, please refer to the announcement by Tullett Prebon plc in relation to the Transaction.

A breakdown of IGBB's revenue for the three financial years ended 31 March 2015 and 6 months ended 30 September 2015 and September 2014, split between the three regions of Global Broking (including iSwap) and Information Services, is set out in the table below.

8. SPA

ICAP and Tullett Prebon have entered into the SPA which sets out the terms on which the Transaction will take place.

Key terms and conditions of the SPA are:

· The Transaction will be structured as an acquisition by Tullett Prebon of ICAP Global Broking Holdings Limited ("IGBHL"), the holding company which, following an intra-group reorganisation of ICAP, will own the business of IGBB at Completion;

· ICAP will incorporate a new group holding company, ICAP NewCo, which will hold 100 per cent of the issued share capital of ICAP (following a reorganisation of the share capital of ICAP to be effected by way of scheme of arrangement), and existing ICAP shareholders will become shareholders in ICAP NewCo prior to Completion;

· The Transaction is being structured as an agreement under which, subject to the satisfaction of certain conditions, (a) Tullett Prebon will acquire 64.5 per cent of the issued share capital of IGBHL in consideration for new Tullett Prebon ordinary shares to be issued directly to ICAP NewCo shareholders and (b) Tullett Prebon and ICAP will each have the option that, if exercised, will lead to Tullett Prebon acquiring the remaining 35.5 per cent of the issued share capital of IGBHL in consideration for further new Tullett Prebon ordinary shares being issued to ICAP NewCo. Although it is not certain that the option to acquire the remaining 35.5 per cent. of the issued share capital of IGBHL will be exercised, it is expected to be. Following Completion and assuming the option is exercised, the enlarged issued share capital of Enlarged Tullett Prebon will be owned 44 per cent by existing Tullett Prebon shareholders, 36.1 per cent by existing ICAP shareholders and 19.9 per cent by ICAP NewCo;

· Mutual termination rights on certain events prior to Completion, including management retention, broker retention and revenue reduction;

· A three-year non-compete undertaking from ICAP NewCo in relation to voice broking services;

· Customary warranties given by ICAP to Tullett Prebon (and subject to customary limitations), covenants, undertakings and conditions for a transaction of this nature; and

· Tullett Prebon will be indemnified by ICAP for certain liabilities, principally relating to regulatory investigations or litigation, including those already in the public domain.

9. Transitional services

On or before Completion, IGBB and ICAP will enter into transitional services agreements (the "TSAs") pursuant to which ICAP and IGBB will each provide the other with the use of or access to certain resources that will be retained by ICAP, or transferred to IGBB pursuant to the SPA.

The key terms and conditions of the TSAs include:

· Each TSA will remain in effect until migration, subject to certain long-stop dates on the individual services;

· The parties will agree migration plans and perform certain activities to migrate each business away from its dependency on the transitional services;

· The charges for the TSA services are fixed and based on the intra-group allocations of costs and re-charging model in place during the 12 months prior to Completion, subject to changes in scope of services;

· ICAP will be responsible for seeking any third party consents necessary to enable provision of TSA services to IGBB, and by IGBB to ICAP.

10. Approvals and Consents

Completion is conditional on, inter alia, (i) the approval of existing Tullett Prebon shareholders, (ii) the approval of existing ICAP shareholders, (iii) clearance from the Competition and Markets Authority, US antitrust agencies and certain other antitrust authorities; (iv) approval by various regulatory bodies including the FCA; (v) the UKLA having confirmed that the application for the re-admission of all the existing Tullett Prebon shares and the admission for the new Tullett Prebon shares issued as consideration for the Transaction, in each case to the premium listing segment of the Official List, has been approved and will become effective as soon as the UKLA's decision to re-admit the existing Tullett Prebon shares and admit the new Tullett Prebon shares is announced; and (vi) the London Stock Exchange having confirmed that all of the existing Tullett Prebon shares will be re-admitted and the new Tullett Prebon shares will be admitted, in each case to trading on the main market for listed securities of the London Stock Exchange.

ICAP expects that on Completion ICAP NewCo will not be subject to continuing consolidated regulatory capital requirements or to continuing requirements to maintain regulatory capital under the rules of the FCA. However, relevant individual entities within the ICAP NewCo group will continue to be subject to regulatory capital requirements on a solo basis. 

A shareholder circular will be despatched to ICAP shareholders in due course, and prior to Completion a prospectus will be published by ICAP NewCo (please see section 12 below for further details). Shareholder votes of ICAP and Tullett Prebon are expected to take place in Q1 2016, followed by Completion during 2016.

11. Relationship agreement

On Completion, a relationship agreement will be entered into to govern the relationship between Enlarged Tullett Prebon and ICAP NewCo as a shareholder of Enlarged Tullett Prebon (the "Relationship Agreement").

Pursuant to the Relationship Agreement, ICAP NewCo will have the right to nominate one non-executive director for appointment to the board of Enlarged Tullett Prebon for so long as ICAP NewCo's shareholding (together with its associates) in Enlarged Tullett Prebon remains above 10 per cent. The appointment of ICAP NewCo's nominee director will be subject to applicable regulatory approvals and ratification by the nominations committee of the board of the Enlarged Tullett Prebon. The Relationship Agreement also includes customary terms relating to, among other things, the conduct of transactions and the relationship between the parties, provision of information and conflicts.

12. ICAP scheme of arrangement and ICAP NewCo prospectus

The Transaction constitutes a class 1 disposal by ICAP under the UK Listing Rules and therefore is subject to ICAP shareholder approval. In addition, the scheme of arrangement to impose ICAP NewCo as the new group holding company of the ICAP group (the "Scheme") will need to be approved by the ICAP shareholders at a meeting convened at the order of the High Court of Justice in England and Wales (the "Court"). A shareholder circular, containing further details of the Scheme and the Transaction and including notices of the Court meeting and general meeting convened to approve the Scheme and the Transaction respectively (the "ICAP Circular"), is expected to be sent to ICAP shareholders in due course.

Application will be made to the FCA for the ordinary shares in ICAP NewCo to be admitted to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange (together "ICAP NewCo Admission"). If this application is accepted, it is expected that ICAP NewCo Admission will become effective on the effective date of the Scheme, shortly before Completion. A prospectus relating to ICAP NewCo, prepared in connection with ICAP NewCo Admission (the "ICAP NewCo Prospectus"), which will contain prescribed information relating to ICAP NewCo, is expected to be made available shortly prior to ICAP NewCo Admission. Further details on settlement, listing and dealings in ICAP NewCo ordinary shares will be included in the ICAP Circular and/or the ICAP NewCo Prospectus (as appropriate) in due course.

13. Recommendation of the Board of ICAP

The Board of ICAP has received financial advice from J.P. Morgan Cazenove and Evercore as joint financial advisers in connection with the Transaction. In providing financial advice to the ICAP Board, J.P. Morgan Cazenove and Evercore have relied upon the ICAP Board's commercial assessment of the Transaction.

The ICAP Board considers the Transaction to be in the best interests of ICAP and the shareholders of ICAP as a whole. Accordingly, the Directors intend to recommend that the shareholders of ICAP vote in favour of the Transaction, as the Directors intend to do in respect of their own beneficial shareholdings amounting in aggregate to 4,156,811 ordinary shares, representing approximately 0.64 per cent. of the issued share capital of ICAP (excluding treasury shares) as at 10 November 2015, being the last practicable date before the release of this announcement.

Important notice

Evercore Partners International LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and sponsor exclusively for ICAP and ICAP NewCo and no one else in connection with the proposed Transaction and ICAP NewCo Admission and will not regard any other person as a client in relation to the proposed Transaction and ICAP NewCo Admission. Evercore Partners International LLP will not be responsible to anyone other than ICAP and ICAP NewCo for providing the protections afforded to its clients, nor for providing advice, in relation to the proposed Transaction, ICAP NewCo Admission or any other matter referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and sponsor exclusively for ICAP and ICAP NewCo and no one else in connection with the proposed Transaction and ICAP NewCo Admission and will not regard any other person as a client in relation to the proposed Transaction, ICAP NewCo Admission or any other matter referred to in this announcement. J.P. Morgan Cazenove will not be responsible to anyone other than ICAP and ICAP NewCo for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice, in relation to the proposed Transaction, ICAP NewCo Admission or any other matter referred to in this announcement.

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, which is authorized by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for ICAP in connection with the proposed Transaction and for no one else and will not be responsible to anyone other than ICAP for providing the protections afforded to its clients or for providing advice in relation to the proposed Transaction.

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for ICAP and no one else in connection with the proposed acquisition and will not be responsible to anyone other than ICAP for providing the protections afforded to its clients, for providing advice in relation to the proposed acquisition or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

This announcement has been issued by and is the sole responsibility of ICAP.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, and no offer of securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i) in accordance with the requirements under the US Securities Exchange Act of 1934, as amended, a registration statement under the US Securities Act of 1933, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption therefrom.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom (including the UK Listing Rules and the Disclosure and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

Shareholders should not base any voting decision in connection with resolutions to authorise the Transaction except on the basis of information in any circular and/or prospectus (and any supplement(s) thereto) published in connection with the Transaction, and ICAP NewCo Admission, which information will supersede the information contained in this announcement.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect ICAP's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to ICAP's or IGBB's results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which ICAP and IGBB operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, ICAP disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per ICAP share for the current or future financial years, or those of ICAP NewCo, will necessarily match or exceed the historical published earnings per ICAP share.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Except as explicitly stated, neither the content of ICAP's nor Tullett Prebon's website, nor any website accessible by hyperlinks on ICAP's or Tullett Prebon's website is incorporated in, or forms part of, this announcement.

This announcement is an advertisement and not a prospectus and has been prepared solely for the purpose of the Transaction.