TIDMTCAP
RNS Number : 9618K
TP ICAP PLC
07 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OF THE ABU DHABI
GLOBAL MARKET, AUSTRALIA, THE DUBAI INTERNATIONAL FINANCIAL CENTRE,
JAPAN, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED ARAB
EMIRATES OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL
CONSTITUTE AN OFFERING OF ANY SECURITIES. ANY DECISION TO PURCHASE,
SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY
PROVISIONAL ALLOTMENT LETTER, NIL PAID RIGHTS, FULLY PAID RIGHTS,
AND/OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
7 January 2021
TP ICAP PLC
PUBLICATION OF PROSPECTUS AND CIRCULAR
Further to the announcement by TP ICAP plc (the "Company")
earlier today relating to a fully underwritten GBP315 million
rights issue, the Company announces that the prospectus in
connection with the rights issue (the "Prospectus") and the Class 1
circular in connection with the proposed acquisition of Liquidnet
Holdings, Inc. (the "Circular") have been approved by the Financial
Conduct Authority ("FCA"). The Prospectus and Circular are
available, subject to regulatory restrictions, on the Company's
website ( www.tpicap.com/investors ) and are available for
inspection during normal business hours on any Business Day, free
of charge, at the Company's offices at Floor 2, 155 Bishopsgate,
London, England, EC2M 3TQ. Copies of the Circular containing the
Notice of the General Meeting and Form of Proxy will be posted to
TP ICAP shareholders as soon as practicable.
A copy of the Prospectus and Circular will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Commenting on the publication Nicolas Breteau, CEO of TP ICAP,
said:
"I am very pleased to announce this next stage in our process to
acquire Liquidnet. We believe this acquisition will transform TP
ICAP's growth prospects and materially accelerate the delivery of
our stated strategy of electronification, aggregation and
diversification. We are looking forward to the completion of this
transaction so that we can begin working with our new colleagues to
secure the many benefits we can already see from our future
collaboration."
Capitalised terms used but not defined in this announcement have
the meanings assigned to them in the Prospectus.
Enquiries
For further information, please contact:
TP ICAP
Al Alevizakos (Head of Investor
Relations) +44 (0) 799 991 2672
Richard Newman (Head of Marketing
&
Communications) +44 (0) 746 903 9307
William Baldwin-Charles (Media
Relations Director) +44 (0) 783 452 4833
HSBC (Sole Sponsor, Sole Global Coordinator, Joint Financial
Adviser and Joint Corporate Broker to TP ICAP)
Simon Alexander / Andrew Owens +44 (0) 20 7991 8888
BofA Securities (Lead Financial Adviser and Joint Bookrunner
to TP ICAP)Fraser Allan / Cara Griffiths +44 (0) 20 7628 1000
JP Morgan (Joint Bookrunner and Joint Corporate Broker to TP
ICAP)Jeremy Capstick / Barry Meyers +44 (0) 20 7742 4000
Peel Hunt (Joint Bookrunner and Joint Corporate Broker to TP
ICAP)
Andrew Buchanan / Jock Maxwell
Macdonald +44 (0) 20 7418 8900
Maitland/AMO (Financial PR)
Neil Bennett / Andy Donald +44 (0) 207 379 5151
The person responsible for arranging and authorising the release
of this announcement is Richard Cordeschi, Group Company Secretary
of TP ICAP.
IMPORTANT NOTICE
This announcement has been issued by, and is the sole
responsibility of, TP ICAP. No representation or warranty, express
or implied, is or will be made by, or in relation to, and no
responsibility or liability whatsoever is or will be accepted by
Merrill Lynch International ("BofA Securities") (as Joint
Bookrunner and Lead Financial Adviser to TP ICAP), HSBC Bank plc
("HSBC") (as Sole Sponsor, Sole Global Co-ordinator, Joint
Bookrunner and Financial Adviser to TP ICAP), J.P. Morgan
Securities plc ("J.P. Morgan") (as Joint Bookrunner to TP ICAP) and
Peel Hunt LLP ("Peel Hunt") (as Joint Bookrunner to TP ICAP), or
any of their respective directors, officers, employees or advisers,
or by any of their respective affiliates or agents, or any of their
respective directors, officers, employees or advisors, or by any
advisor to TP ICAP or by any of their affiliates or agents as to or
in relation to the truth, accuracy or completeness of the
information contained in, or otherwise arising in connection with,
this announcement (or whether any information has been omitted from
this announcement), or any other written, oral, visual or
electronic information made available to or publicly available
(howsoever transmitted) to any interested party or its advisers, or
any other statement made or purported to be made by or on behalf of
BofA Securities and/or HSBC and/or J.P. Morgan and/or Peel Hunt, or
any of their affiliates in connection with TP ICAP, its
subsidiaries or associated companies, the Acquisition, the Nil Paid
Rights, the Fully Paid Rights, the New Ordinary Shares or the
Rights Issue, and any responsibility or liability therefore is
expressly disclaimed.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. The information in this announcement is
subject to change.
A copy of the Prospectus will be available from the registered
office of TP ICAP and on TP ICAP's website at www.tpicap.com
/investors provided that the Prospectus will not, subject to
certain exceptions, be available (whether through the website or
otherwise) to Shareholders in the United States or any of the Abu
Dhabi Global Market, Australia, the Dubai International Financial
Centre, Japan, Singapore, South Africa, Switzerland, the United
Arab Emirates or any jurisdiction in which it would be unlawful to
do so (each an "Excluded Territory").
Neither the content of TP ICAP's website nor any website
accessible by hyperlinks on TP ICAP's website is incorporated in,
or forms part of, this announcement. The Prospectus will give
further details of the Rights Issue and the Nil Paid Rights, the
Fully Paid Rights and the New Ordinary Shares.
The distribution of this announcement, the Prospectus, the
Provisional Allotment Letter, and the offering or transfer of Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares into
jurisdictions other than the United Kingdom may be restricted by
law, and, therefore, persons into whose possession this
announcement, the Prospectus, the Provisional Allotment Letter
and/or any accompanying documents comes should inform themselves
about and observe any such restrictions. Any failure to comply with
any such restrictions may constitute a violation of the securities
laws of such jurisdiction. In particular, subject to certain
exceptions, this announcement, the Prospectus and the Provisional
Allotment Letters (once distributed) should not be distributed,
forwarded to or transmitted in or into the United States or any
other Excluded Territory.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to underwrite, sell, issue, purchase or subscribe for,
or any solicitation to underwrite, sell, issue, purchase or
subscribe for Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares. No offer or invitation to underwrite, sell, issue, purchase
or subscribe for, or any solicitation to underwrite, sell, issue,
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares will be made in any jurisdiction in which such
an offer or solicitation is unlawful. The information contained in
this announcement is not for release, publication or distribution
to persons in the United States or any other Excluded Territory,
and should not be distributed, forwarded to or transmitted in or
into any jurisdiction, where to do so might constitute a violation
of local securities laws or regulations.
The securities to which this announcement relates (the
"Securities") have not been and will not be registered under the US
Securities Act of 1933 (as amended) (the "Securities Act") or under
any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from or in a transaction not subject to the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the Securities in the United States.
The information in this announcement may not be forwarded,
distributed or transmitted to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
transmission, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
This announcement does not constitute a recommendation
concerning any investors' options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
To the extent available, the industry and market data contained
in this announcement has come from official or third party sources.
Third party industry publications, studies and surveys generally
state that the data contained therein have been obtained from
sources believed to be reliable, but that there is no guarantee of
the accuracy or completeness of such data. TP ICAP has not
independently verified the data contained therein. In addition,
certain industry and market data contained in this announcement
comes from TP ICAP's own internal research and estimates based on
the knowledge and experience of TP ICAP's management in the market
in which TP ICAP operates. While TP ICAP believes that such
research and estimates are reasonable and reliable, they, and their
underlying methodology and assumptions, have not been verified by
any independent source for accuracy or completeness and are subject
to change without notice. Accordingly, undue reliance should not be
placed on any of the industry or market data contained in this
announcement.
Notice to all investors
Merrill Lynch International is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the FCA and the PRA
in the United Kingdom. Merrill Lynch International is exclusively
acting for TP ICAP, as Joint Bookrunner and Lead Financial Adviser,
and no one else in connection the Acquisition and the Rights Issue
and will not regard any other person as a client in relation to the
Acquisition and the Rights Issue and will not be responsible to
anyone other than TP ICAP for providing the protections afforded to
its client in relation to the Acquisition and the Rights Issue, nor
for providing advice in connection with the Acquisition or the
Rights Issue or any other matter, transaction or arrangement
referred to herein.
HSBC is authorised by the PRA and regulated by the FCA and the
PRA in the United Kingdom. HSBC is acting exclusively for TP ICAP,
as Sole Sponsor, Sole Global Co-ordinator, Joint Bookrunner and
Financial Adviser, and no one else in connection with the
Acquisition and the Rights Issue, and will not regard any other
person as a client in relation to the Acquisition and the Rights
Issue and will not be responsible to anyone other than TP ICAP for
providing the protections afforded to its client, nor for providing
advice in connection with the Acquisition, the Rights Issue or any
other matter, transaction or arrangement referred to herein.
J.P. Morgan is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom. J.P. Morgan is acting
exclusively for TP ICAP, as Joint Bookrunner, and no one else in
connection with the Rights Issue, and will not regard any other
person as a client in relation to the Rights Issue and will not be
responsible to anyone other than TP ICAP for providing the
protections afforded to its client, nor for providing advice in
connection with the Rights Issue or any other matter, transaction
or arrangement referred to herein.
Peel Hunt is authorised and regulated by the FCA in the United
Kingdom. Peel Hunt is acting exclusively for TP ICAP, as Joint
Bookrunner, and no one else in connection with the Rights Issue and
will not regard any other person as a client in relation the Rights
Issue and will not be responsible to anyone other than TP ICAP for
providing the protections afforded to its client, nor for providing
advice in connection with the Rights Issue or any other matter,
transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on BofA Securities, HSBC, J.P. Morgan or Peel Hunt
under the Financial Services and Markets Act 2000 as amended or the
regulatory regime established thereunder, none of BofA Securities,
HSBC, J.P. Morgan or Peel Hunt, in their respective roles, nor any
of their respective affiliates, accept any responsibility
whatsoever for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by any of them, or on their behalf, in
connection with TP ICAP, the Acquisition, the Rights Issue, the Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares or any other
matter referred to herein. Subject to applicable law, BofA
Securities, HSBC, J.P. Morgan, Peel Hunt and their respective
affiliates, accordingly disclaim, to the fullest extent permitted
by law, all and any liability and responsibility whether arising in
tort, contract or otherwise (save as referred to above) in respect
of the use of this announcement, or any statements or other
information contained (or omitted) in this announcement or
otherwise arising in connection therewith and no representation or
warranty, express or implied, is made by BofA Securities, HSBC,
J.P. Morgan, Peel Hunt, or any of their respective affiliates as to
the accuracy, completeness or sufficiency of the information
contained in this announcement.
No person has been authorised to give any information or to make
any representation other than those contained in this announcement
and the Prospectus and, if given or made, such information or
representations must not be relied on as having been authorised by
BofA Securities, HSBC, J.P. Morgan or Peel Hunt. Subject to the
Listing Rules, the Prospectus Regulation Rules, the Disclosure and
Transparency Rules and the UK version of the Market Abuse
Regulation EU 2017/1129 which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, the issue of this
announcement shall not, in any circumstances, create any
implications that there has been no change in the affairs of TP
ICAP since the date of this announcement or that the information in
it is correct as at any subsequent date.
BofA Securities, HSBC, J.P. Morgan and Peel Hunt and any of
their affiliates may, in accordance with applicable laws and
regulations, engage in transactions (including financing
arrangements such as swaps, warrants or contracts for differences)
in relation to the Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares and/or related instruments for their own account
for the purpose of hedging their underwriting exposure or
otherwise. Accordingly, references in the Prospectus to the Nil
Paid Rights, Fully Paid Rights or New Ordinary Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by BofA Securities, HSBC, J.P.
Morgan and Peel Hunt and any of their affiliates acting in such
capacity. Except as required by applicable laws or regulations,
BofA Securities, HSBC, J.P. Morgan and Peel Hunt do not propose to
make any public disclosure in relation to such transactions.
In connection with the withdrawal of the United Kingdom from the
European Union, HSBC Bank plc, J.P. Morgan Securities plc (which
conducts its UK investment banking business as J.P. Morgan
Cazenove), Merrill Lynch International and Peel Hunt LLP may, at
their discretion, undertake their obligations in connection with
the Rights Issue by any of their affiliates based in the European
Economic Area.
Information to Distributors
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Nil Paid Rights, Fully
Paid Rights and New Ordinary Shares have been subject to a product
approval process, which has determined that the Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, as
respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares may decline and investors
could lose all or part of their investment; the Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the Nil Paid
Rights, Fully Paid Rights and New Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares and determining appropriate
distribution channels.
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END
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