REG - TP ICAP Finance PLC - Cash Tender Offer Results

TP IcapAnnouncement

13/04/2023 11:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230413:nRSM1273Wa&default-theme=true

RNS Number : 1273W  TP ICAP Finance PLC  13 April 2023

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.

TP ICAP Finance plc announces results of its Cash Tender Offer

for its its outstanding £500,000,000 5.250 per cent. Notes due 2024

13 April 2023. On 3 April 2023, TP ICAP Finance plc (the Offeror) announced an
invitation to eligible holders of its outstanding £500,000,000 5.250 per
cent. Notes due 2024 (ISIN: XS1555815494) (the Notes) to tender any and all of
their Notes for purchase by the Offeror for cash subject to the satisfaction
(or waiver by the Offeror) of the New Financing Condition (such invitation,
the Offer). The Offer was made on the terms and subject to the conditions
contained in the tender offer memorandum dated 3 April 2023 (the Tender Offer
Memorandum) prepared by the Offeror. Capitalised terms used in this
announcement but not defined have the meanings given to them in the Tender
Offer Memorandum.

Results of the Offer

The Offer expired at 4.00 p.m. (London time) on 12 April 2023 (the Expiration
Deadline) and the Offeror now announces the results of the Offer.

The Offeror announces that, subject to the satisfaction (or wavier by the
Offeror) of the New Financing Condition, it has decided to accept all valid
tenders of Notes pursuant to the Offer, being £210,331,000 in aggregate
nominal amount of the Notes, at a cash purchase price of 100.00 per cent. of
the nominal amount of such Notes.

Subject to the satisfaction (or wavier by the Offeror) of the New Financing
Condition, the Settlement Date for the Offer is expected to be 17 April 2023.
Following settlement of the Offer, £36,556,000 in aggregate nominal amount of
the Notes will remain outstanding.

Dealer Managers and Tender Agent

HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management,
DCM; Email: LM_EMEA@hsbc.com); and Merrill Lynch International (Telephone: +44
20 7996 5420; Attention: Liability Management Group; Email:
DG.LM-EMEA@bofa.com) are acting as Dealer Managers in respect of the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Harry
Ringrose; Email: tpicap@is.kroll.com; Offer Website:
https://deals.is.kroll.com/tpicap) is acting as Tender Agent for the Offer.

UK MAR: This announcement is released by the Offeror and contains information
that qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR) as it forms part
of UK domestic law by virtue of the EUWA (UK MAR), encompassing information
relating to the Offer described above. For the purposes of UK MAR and Article
2 of the binding technical standards published by the Financial Conduct
Authority in relation to MAR as regards Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Robin Stewart, Chief Financial
Officer of TP ICAP Finance plc.

DISCLAIMER: This announcement must be read in conjunction with the Tender
Offer Memorandum. The Expiration Deadline for the Offer has now passed and,
accordingly, it is no longer possible to tender Notes pursuant to the Offer.
No offer or invitation to acquire any securities is being made pursuant to
this announcement.  The distribution of this announcement and the Tender
Offer Memorandum in certain jurisdictions may be restricted by law.  Persons
into whose possession this announcement and/or the Tender Offer Memorandum
come(s) are required by each of the Offeror, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFIFSTSAIVLIV