TP ICAP PLC Results of Court Meeting and General Meeting (6109N)
01 Febrero 2021 - 10:05AM
UK Regulatory
TIDMTCAP
RNS Number : 6109N
TP ICAP PLC
01 February 2021
01 February 2021
TP ICAP plc (the "Company")
Corporate Reorganisation - Results of the Court Meeting and
General Meeting
The Company announces that a Court Meeting of TP ICAP plc was
held on Monday 1 February 2021 at 13.15 to approve the Scheme of
Arrangement (the "Scheme") and the Scheme was approved by the
requisite majority at the meeting.
The Company further announces that all resolutions to approve
other matters in connection with the Scheme ( including amending
the Company's Articles of Association and approval of the New TP
ICAP reduction of capital) were passed by the requisite majority at
the general meeting of the Company which was held today immediately
following the Court Meeting (the "General Meeting").
Terms used but not defined herein have the meanings given to
them in the circular published by TP ICAP on 7 January 2021 (the
"Scheme Circular").
Results of the Court Meeting
At the Court Meeting, a majority in number of TP ICAP plc
shareholders who voted (either in person, electronically or by
proxy), representing 92.94% by value of the TP ICAP plc shares
voted, voted in favour of the resolution to approve the Scheme. The
Scheme was therefore approved by the required majorities, being a
majority in number representing 75 per cent. in value of the TP
ICAP plc shareholders present and voting (either in person,
electronically or by proxy). The resolution proposed at the Court
Meeting was decided on a poll vote.
Details of the votes cast are as follows:
Results of Court Meeting VOTES FOR VOTES AGAINST TOTAL VOTES
CAST
Number % Number % Number
---------------------- ------------ ------- ----------- ------ ------------
TP ICAP plc ordinary
1 shares voted 463,730,501 92.94% 35,226,014 7.06% 498,956,515
---------------------- ------------ ------- ----------- ------ ------------
Results of General Meeting
At the General Meeting, the resolutions put to the members were
passed on a poll as special resolutions and the results of the poll
are detailed below.
Resolutions For Against Withheld
Number % Number % Number
------------------------- ------------ ------- ----------- ------ ---------
To approve certain
matters in connection
with the Scheme
of Arrangement as
described in the
Scheme Circular
published on 7 January
1 2021. 463,318,507 92.93% 35,226,610 7.07% 24,563
------------------------- ------------ ------- ----------- ------ ---------
To approve the amendment
of the Company's
Articles of Association
as described in
the Scheme Circular
published on 7 January
2 2021. 463,330,066 92.93% 35,226,580 7.07% 22,522
------------------------- ------------ ------- ----------- ------ ---------
To approve the New
TP ICAP reduction
of capital as described
in the Scheme Circular
published on 7 January
3 2021. 463,329,270 92.93% 35,227,983 7.07% 21,915
------------------------- ------------ ------- ----------- ------ ---------
Notes:
1. The full text of all the resolutions passed at the General
Meeting can be obtained from the Scheme Circular which can be found
on the Company's website at www.tpicap.com/investors
2. Votes withheld are not votes in law and have therefore not
been counted in the calculation of percentage of votes for or
against a resolution.
3. Number of shares in issue: 563,336,380
Conditions and Expected Timetable
Completion of the Proposals remains subject to the satisfaction
or (if capable of waiver) waiver of the remaining conditions set
out in Part 2 of the Scheme Circular, including the Court sanction
of the Scheme and approval of the New TP ICAP Reduction of Capital
by the New TP ICAP Subscriber Shareholders. The Court hearing to
sanction the Scheme is expected to take place on 24 February 2021.
It is expected that the last day for dealings in TP ICAP Ordinary
Shares will be 25 February 2021, that the Scheme will become
effective on 26 February 2021 and that cancellation of the listing
of the TP ICAP Ordinary Shares on the Official List and admission
of the New TP ICAP Ordinary Shares to the premium listing segment
of the Official List and to trading on the London Stock Exchange's
main market for listed securities will take place no later than 8
a.m. on 26 February 2021.
In accordance with Listing Rule 9.6.2, a copy of the resolutions
passed as special business will shortly be available for inspection
at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Richard Cordeschi, Group Company Secretary
Direct: +44 (0)20 7200 7331
email: richard.cordeschi@tpicap.com
-Ends-
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