NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT
ICAP plc (“ICAP” or the “Company”)
Publication of Supplementary Prospectus by Tullett Prebon plc
Further to the announcement by ICAP on 11 November 2015, and subsequent announcements thereafter, relating to ICAP's agreement to dispose of its global hybrid voice broking and information business to Tullett Prebon plc (the "Transaction"), ICAP notes that Tullett Prebon has today published a supplementary prospectus in connection with the publication of Tullett Prebon's annual report and accounts for the year ended 31 December 2015.
Copies of the supplementary prospectus are available from Tullett Prebon’s website at www.tullettprebon.com.
Serra Balls, Group Head of Communications
+44 (0) 20 7050 7103
Alex Dee, Head of Investor Relations
+44 (0) 20 7050 7123
J.P. Morgan Cazenove and Evercore are acting as financial advisers and sponsors to ICAP in connection with the Transaction.
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.
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 purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities 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 jurisdiction, where to do so might constitute a violation of local securities laws or regulations.The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken to register or obtain any approval, authorisation or exemption to the possession or distribution of this announcement (or any other publicity material relating to the securities to which this announcement relates) in any jurisdiction in which they are located in which such act would constitute a violation of the relevant laws in such jurisdiction or to or for the account or benefit of any national resident or citizen of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. Therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.
The securities to which this announcement relates have not been, and will not be, registered under the Securities Act. Neither these securities or this announcement have been approved, disapproved or otherwise recommended by any United States federal or state securities commission or any other US regulatory authority, nor have such authorities confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each ICAP shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Notice to all investors
J.P. Morgan Limited (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Evercore International Partners LLP ("Evercore") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Each of J.P. Morgan Cazenove and Evercore has been appointed as joint financial adviser and joint sponsor and are acting exclusively for the Company in connection with the Transaction and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Transaction or any other matter, transaction or arrangement referred to in this announcement.
Aside from the responsibilities and liabilities, if any, which may be imposed by the FSMA or the regulatory regime established thereunder, or under the applicable regulatory regime of any jurisdiction where exclusion of responsibility or liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove or Evercore or any of their respective affiliates accepts any responsibility or liability whatsoever or make any representation or warranty, express or implied as to the contents of this announcement, including its accuracy, fairness, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Transaction and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove and Evercore and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove and Evercore and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, J.P. Morgan Cazenove or Evercore. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.