Icap Plc: Last update on Tullett Prebon plc 

Further to the announcements by ICAP on 11 November 2015 relating to ICAP’s agreement of definitive terms to dispose of its global hybrid voice broking and information business to Tullett Prebon plc (the “Transaction”) and on 1 March 2016 relating to the publication of a circular (the “Circular”) containing notices to convene a Court Meeting and a General Meeting on 24 March 2016, ICAP is pleased to announce that, earlier today, the scheme of arrangement to be made between the Company and the Scheme Shareholders (the “Scheme”) was approved by the ICAP Shareholders at the Court Meeting and the resolutions to approve, among other things, the Proposals and the Transaction (the “Resolutions”) were passed by the ICAP Shareholders at the General Meeting.

Results of the Court Meeting

At the Court Meeting, the Scheme was approved by the requisite majority on a poll vote. A majority in number of the ICAP Shareholders who voted (either in person or by proxy), representing over 75 per cent. in value of the ICAP Ordinary Shares held by the ICAP Shareholders who voted (either in person or by proxy), voted to approve the Scheme. Details of the votes cast are as follows:

^# As at the voting record time, the Company’s issued share capital consisted of 664,537,006 ordinary shares including 12,986,546 treasury shares, which represents 1.95 per cent. of the total issued share capital of the Company. Therefore the total voting rights in the Company as at the voting record time were 651,550,460.

Results of the General Meeting

At the General Meeting, the Resolutions were passed by the requisite majority on a poll vote.

Resolutions 1, 2, 3 and 5 were passed as special resolutions and resolutions 4, 6, 7, 8, 9, 10, 11, and 12 were passed as ordinary resolutions. The full text of the Resolutions is set out in the Notice of General Meeting contained in the Circular, which is available on ICAP’s website at www.icap.com. Details of the votes cast are as follows:

	FOR		AGAINST		WITHHELD*
	Number	%*	Number	%*	Number
Resolution 1 – Scheme of Arrangement	550,624,816	99.99%	32,152	0.01%	1,882,737
Resolution 2 – Articles of Association	550,622,699	99.99%	32,215	0.01%	1,884,791
Resolution 3 – Authority to Allot ICAP R Share	550,619,900	99.99%	38,080	0.01%	1,881,725
Resolution 4 – Approval of Transaction	550,625,428	99.99%	34,513	0.01%	1,879,764
Resolution 5 – Newco Reduction of Capital, Demerger and Share Consolidation	550,611,501	99.99%	45,162	0.01%	1,883,042
Resolution 6 – Employee Share Plans – Newco PSP	544,021,437	98.46%	8,482,699	1.54%	35,569
Resolution 7 – Employee Share Plans – Newco LTIP	514,075,645	93.05%	38,424,653	6.95%	39,407
Resolution 8 – Employee Share Plans – Newco DSBP	551,478,347	99.82%	1,017,323	0.18%	44,035
Resolution 9 – Employee Share Plans – Newco UCSOP	541,357,345	98.32%	9,242,360	1.68%	1,940,000
Resolution 10 – Employee Share Plans – Newco Sharesave	548,800,648	99.33%	3,703,484	0.67%	35,573
Resolution 11 – Employee Share Plans – Authority to Modify Employee Share Plans	552,370,733	99.98%	112,915	0.02%	56,057
Resolution 12 – Employee Share Plans – Authority to Establish Further Employee Share Plans	552,359,054	99.98%	118,723	0.02%	61,928

* Votes withheld do not count in the total of votes cast.

A copy of the resolutions passed at the Court Meeting and the General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Next steps

Implementation of the Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part II (Explanatory Statement) of the Circular, including, among other things, the sanction of the Scheme and confirmation of the ICAP Reduction of Capital by the Court. The Court hearing to sanction the Scheme and confirm the ICAP Reduction of Capital (the “Scheme Court Hearing”) is expected to be held on the tenth Business Day following the date on which the last of the conditions to the Scheme is satisfied or, if capable of waiver, waived.

If the Scheme is sanctioned and the ICAP Reduction of Capital is confirmed at the Scheme Court Hearing and the other conditions to the Scheme have been satisfied or, if capable of waiver, waived, the Scheme is expected to become effective on the same day as it is sanctioned. Cancellation of the listing of ICAP Ordinary Shares on the Official List and admission to trading of the Newco Ordinary Shares on the London Stock Exchange are expected to take place by 8.00 a.m. on the following Business Day.

The expected timetable of remaining principal events remains as set out in the Circular. The expected date of the Scheme Court Hearing and each of the other dates and times set out in the Circular will depend, among other things, on the date on which the conditions to the Scheme and the Demerger are satisfied or, if capable of waiver, waived. They are accordingly presented as indicative and referable to the date on which those conditions are satisfied or waived (as the case may be). Further details of the conditions are set out in Part II (Explanatory Statement) of the Circular.

ICAP will give notice of each of the dates and times, when known, by issuing an announcement through a Regulatory Information Service and by making such announcement available on ICAP’s website at www.icap.com. Further updates or changes to other times or dates indicated in the Circular shall be notified in the same manner.

Capitalised terms used in this announcement and not otherwise defined shall, unless defined herein or the context otherwise requires, have the same meanings as given to them in the Circular.

J.P. Morgan Cazenove and Evercore are acting as financial advisers and Sponsors to ICAP in connection with the Transaction.

Source: ICAP

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