TIDMTCAP
RNS Number : 4054N
TP ICAP PLC
29 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
RIGHTS ISSUE PROSPECTUS AND THE RIGHTS ISSUE SUPPLEMENTARY
PROSPECTUS (EACH AS DEFINED BELOW).
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
29 January 2021
TP ICAP PLC
PUBLICATION OF SUPPLEMENTARY PROSPECTUSES
Further to the publication on 7 January 2021 of prospectuses by
TP ICAP plc (the "Group", "TP ICAP" or the "Company") relating to
the Company's fully underwritten GBP315 million rights issue (the
"Rights Issue Prospectus") and by TP ICAP Group plc ("New TP ICAP")
relating to the Group's proposed corporate re-organisation (the
"Re-domiciliation Prospectus, and, together with the Rights Issue
Prospectus, the "Prospectuses"), and further to the Company's
announcement on 25 January 2021 to update on its Brexit readiness
plan (the "Announcement"), the Company and New TP ICAP announce
that they have each published supplementary prospectuses in respect
of the Rights Issue Prospectus and the Re-domiciliation Prospectus
(the "Rights Issue Supplementary Prospectus" and the
"Re-domiciliation Supplementary Prospectus", and together the
"Supplementary Prospectuses").
As noted in the Announcement, TP ICAP confirms its commitment to
complete the relocation of staff to the EU 27 and the local hiring
of staff in the EU-based offices of TP ICAP Europe S.A. (TPIE) at
the earliest opportunity. TP ICAP currently believes that such
relocation and local hiring of staff is possible notwithstanding
the continued disruption as a result of the COVID-19 pandemic.
Following the loss of the EU passporting rights, TP ICAP's
UK-based authorised subsidiaries no longer have the full scope of
necessary regulatory permissions to service all clients based in
the EU 27. TP ICAP's UK-based authorised subsidiaries continue to
service clients based in certain EU 27 member states where possible
under available temporary permission regimes, existing third
country access rights, or as otherwise permitted by applicable laws
and regulations.
In those EU 27 member states where TP ICAP's existing operating
model does not allow it to service clients under available
temporary permission regimes, existing third country access rights,
or applicable laws and regulations, TP ICAP intends to adjust its
operating model as soon as practicable to ensure that it services
clients in those jurisdictions in accordance with such temporary
permission regimes, existing third country access rights, or
applicable law and regulation. Such adjustments may include amongst
other things obtaining additional third country permissions for its
UK authorised firms and/or servicing clients from its EU
establishments once the relocation of brokers to TPIE has been
effected.
TP ICAP does not expect any material impact on the Group's
global broking business or its financial results as a result of any
of the matters disclosed above, including any temporary reduction
of services provided to clients based in the EU 27.
The publication of the Supplementary Prospectuses is a
regulatory requirement under Article 23 of the UK Prospectus
Regulation and Rule 3.4 of the Prospectus Regulation Rules
following the publication of an announcement on 25 January 2021
reflecting updates to the Group's Brexit readiness plan.
The Supplementary Prospectuses have been approved by the UK
Financial Conduct Authority and, subject to regulatory
restrictions, are available 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 Supplementary Prospectuses will be submitted to
the National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not defined in this announcement have
the meanings assigned to them in the Rights Issue 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 in relation to the Rights Issue and the
Re-domiciliation, Sole Global Co-ordinator, 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 in relation to the Rights Issue and the
Re-domiciliation, 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, the Rights Issue or the Re-domiciliation, 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 Rights Issue
Prospectus and the Rights Issue Supplementary 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.
Copies of the Prospectuses and Supplementary Prospectuses will
be available from the registered office of TP ICAP and on TP ICAP's
website at www.tpicap.com/investors provided that the Rights Issue
Prospectus and Rights Issue Supplementary 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 Rights Issue Prospectus
and Rights Issue Supplementary Prospectus 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 Rights Issue
Prospectus, the Rights Issue Supplementary 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 Rights Issue Prospectus, the Rights Issue
Supplementary 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 Rights Issue Prospectus, the Rights Issue
Supplementary 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 in relation to the Rights Issue and the
Re-domiciliation, Sole Global Co-ordinator, Joint Bookrunner and
Financial Adviser, and no one else in connection with the
Acquisition, the Rights Issue and the Re-domiciliation, and will
not regard any other person as a client in relation to the
Acquisition, the Rights Issue and the Re-domiciliation 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, the
Re-domiciliation 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
Re-domiciliation, 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,
the Prospectuses and the Supplementary Prospectuses, 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 Rights Issue 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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