12 March 2024
TP
ICAP Group plc
Launch of second share buyback programme
of £30 million
Following the completion of its first buyback
programme of £30 million in January 2024 (the "First Buyback"), TP
ICAP Group plc (the "Company" or "TP ICAP") announces that it will
commence a second share buyback programme, starting today, of TP
ICAP's ordinary shares of 25p each (the "Ordinary Shares") for a
maximum consideration of £30 million (the "Second Buyback",
together with the First Buyback, the "Buybacks"), in order to
reduce the capital of the Company and/or meet obligations under
employee share schemes. Ordinary Shares purchased under the Buyback
that are not cancelled will have their rights to dividend receipt
waived by the Company.
The Second Buyback highlights the Board's
confidence in the future prospects of TP ICAP, reflects its strong
financial position, and is consistent with its dynamic capital
management strategy, which is a key priority. This means reducing
our debt, and returning surplus capital to shareholders, subject to
our ongoing investment needs and balance sheet
requirements.
TP ICAP is cash generative with a prudent
capital management framework and the Board believes the Second
Buyback strikes the appropriate balance between the continued and
substantial investment in the Company's organic prospects such as
Fusion, Liquidnet Credit, and Parameta Solutions, alongside
reducing debt at a time when interest rates are high.
In line with the Company's clear dividend policy
(a 50% pay-out ratio of adjusted post-tax earnings), the Board is
recommending a final dividend of 10.0 pence per share, up 27%,
which would bring the total 2023 dividend to 14.8 pence, an
increase of 19%. The final dividend will be paid to eligible
shareholders on 24 May 2024, with an ex-dividend and record date of
11 April 2024 and 12 April 2024, respectively.
In addition to the Buybacks, we freed up £100
million of cash before the end of 2023, ahead of schedule. This
cash is being used to reduce debt and other financing obligations,
lowering our future net finance costs, and increasing our
investment grade headroom.
Subject to the Company's balance sheet and
investment needs, we are assessing opportunities to free up more
cash and pay down more debt, and/or return additional capital to
shareholders.
Any share purchases will be made by the Company
within certain pre-set parameters and in accordance with the
general authority of the Company to repurchase shares granted by
shareholders at the Company's Annual General Meeting held on 17 May
2023, which permits the Company to purchase no more than
78,867,093 ordinary shares (or 10% of the
issued share capital). The Company bought back 16,925,189 shares in
the First Buyback which was completed on 3 January 2024.
The Second Buyback will be conducted in
compliance with Chapter 12 of the Financial Conduct Authority's
Listing Rules and with European Union (EU) Regulation No 596/2014
("MAR") and the MAR buyback technical standards (Commission
Delegated Regulation (EU) 2016/1052) (the "Technical Standards"),
both of which form part of Retained EU Law as defined in the
European Union (Withdrawal) Act 2018.
The Company will initially rely on the safe
harbour conditions for trading set out in Article 3(2) and Article
3(3) of the Technical Standards. However, if the safe harbour
conditions were to constrain the Company's ability to purchase the
Second Buyback within the targeted timeframe given, for example,
share illiquidity, the Company may subsequently decide and announce
its intention to trade outside of the safe harbour
conditions.
The Company has entered into an agreement with
Peel Hunt LLP ("Peel Hunt") under which it has issued instructions
(that are irrevocable during any closed period) to Peel Hunt to
manage the Second Buyback as "matched" principal. Peel Hunt will
carry out the Company's instructions through the acquisition of
Ordinary Shares for subsequent repurchase by the Company. This
arrangement is in accordance with Chapter 12 of the FCA's Listing
Rules and the Company's general authority to repurchase Ordinary
Shares. Peel Hunt will make its trading decisions independently of,
and uninfluenced by, the Company during any closed periods of the
Group.
Peel Hunt will undertake transactions in
Ordinary Shares on any available trading venue or on an
over-the-counter basis in order to execute the Second Buyback.
Disclosure of such transactions will not be made by Peel Hunt as a
result of or as part of the Second Buyback, but Peel Hunt will
continue to make any disclosures it is otherwise legally required
to make.
Details of any and all purchases made under the
Second Buyback will be provided via RNS announcements by no later
than 7.30 a.m. on the business day following the calendar day on
which the purchase occurred and also published in the regulatory
news section of the Group's website.
Forward
looking statements
This document contains forward looking
statements with respect to the financial condition, results and
business of the Group. By their nature, forward looking statements
involve risk and uncertainty and there may be subsequent variations
to estimates. The Group's actual future results may differ
materially from the results expressed or implied in these
forward-looking statements.
Enquiries:
Group Company
Secretary
Vicky
Hart
Email:
companysecretarial@tpicap.com
Analysts and
investors
Dominic
Lagan
Direct: +44 (0) 20 3933
0447
Email: dominic.lagan@tpicap.com
Media
Richard Newman
Direct: +44 (0)
7469 039 307
Email:
richard.newman@tpicap.com
About TP
ICAP
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TP ICAP connects buyers and sellers in global
financial, energy and commodities markets.
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We are the world's leading wholesale market
intermediary, with a portfolio of businesses that provide broking
services, data & analytics and market intelligence, trusted by
clients around the world.
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We operate from more than 60 offices across 28
countries, supporting brokers with award-winning and market-leading
technology.
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