REG - TP ICAP Group plc - Half-year Report
06/08/2025 07:00
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RNS Number : 1240U TP ICAP Group plc 06 August 2025
TP ICAP Group plc
LEI: 2138006YAA7IRVKKGE63
6 August 2025
TP ICAP Group plc ('TP ICAP' or the 'Group')
Interim management report for the six months ended 30 June 2025
Nicolas Breteau, Group CEO, said:
"We delivered a strong first half. Group revenue increased by 9%(1) to £1.2bn
- a record level of growth - while Group adjusted EBIT(2) rose by 10%(1 )to
£184m. Our market-leading Global Broking and Liquidnet franchises achieved
all-time high levels of profitability, with adjusted EBIT(2) up 19%(1) and
38%(1) respectively, as we supported clients in navigating a period of
heightened market volatility.
( )
"Capital discipline remains a key priority. We are launching another £30m
buyback, our fifth in 24 months, and increasing our interim dividend by 8% to
5.2p. Furthermore, based on our current outlook, and in line with our capital
allocation framework, the Group anticipates it can organically generate in
excess of £200m across 2026 and 2027, to be made available for investment in
the business and shareholder returns over the same period.
"Turning to Parameta Solutions, as previously announced, our focus is on a
listing in the United States with the Group maintaining a majority stake. The
Board is keeping under review appropriate timing for any potential listing and
will update shareholders in due course. Were the listing to proceed, the Group
would expect to return most of the proceeds to shareholders.
"In the half year, we also completed the acquisition of Neptune Networks, a
key milestone in our diversification strategy. In partnership with nine major
banks, we are drawing on the complementary strengths of the Neptune and
Liquidnet Fixed Income platforms to create a full-service credit platform,
which will offer superior data, liquidity, and value, benefitting all market
participants.
"We continue to look to the future with confidence. Our strategy - centred on
transformation, diversification, and dynamic capital management - is
delivering results. We remain committed to profitable growth, investing in our
business, and generating sustainable returns for our shareholders."
Adjusted results (excluding significant items - see income statement in
Financial and Operating Review section).
HY 2025 HY 2024 HY 2024 Reported change Constant currency(2)
Reported currency constant currency change
Revenue £1,224m £1,144m £1,128m 7% 9%
EBITDA(2) £220m £206m £202m 7% 9%
EBIT(2) £184m £170m £167m 8% 10%
EBIT margin(2) 15.0% 14.9% 14.8% 0.1%pts 0.2%pts
Adjusted profit before tax(2) £167m £160m 4%
Attributable earnings £130m £123m 6%
Adjusted basic EPS(2) 17.6p 16.2p 9%
1 In constant currency, which refers to prior year comparatives being
retranslated at current year foreign exchange rates.
2 Refer to Alternative Performance Measures (APM) on page 75.
Statutory results
HY 2025 HY 2024 Reported
Reported currency change
Revenue £1,224m £1,144m 7%
EBIT(2) £140m £131m 7%
EBIT margin(2) 11.4% 11.5% (0.1%pts)
Profit before tax £123m £120m 3%
Attributable earnings £99m £91m 9%
Basic EPS 13.4p 12.0p 12%
Interim dividend per share 5.2p 4.8p 8%
Weighted average shares in issue (basic) 737.9m 761.5m (3%)
A table reconciling Reported to Adjusted figures is included in the Financial
and Operating Review. The percentage movements referred to in the highlights,
CEO Review and the performance analysis below, are in constant currency
(unless stated otherwise). This is to reflect the underlying performance of
the business, before the impact of foreign exchange movements year-on-year.
Constant currency refers to prior year comparatives being retranslated at
current year foreign exchange rates. Approximately 60% of the Group's revenue
and approximately 40% of costs are US Dollar denominated.
Financial highlights
Record revenue growth(1), cost discipline
• Group revenue increased 9% to £1.2bn (+7% in reported currency)
• Global Broking revenue grew 12%, broker productivity up 11%
• Energy & Commodities ('E&C') revenue down 2% versus record H1 2024,
competitive broker market
• Liquidnet revenue increased 15%, driven by solid equities platform performance
(+6%) and very strong multi-asset agency brokerage(3) +29%
• Parameta Solutions revenue up 5%: subscription-based revenue at 98%, Annual
Recurring Revenue(4) grew 5%
• Group management and support costs(5) up 3%, below UK rate of inflation in the
first half(6), and despite UK National Insurance increases and investment in
the business
Double-digit adjusted EBIT growth with record profits in Global Broking and
Liquidnet(1)
( )
• Group adjusted EBIT up by 10% (+8% in reported currency) to £184m (H1 2024:
£167m(7)). Driven by £131 million of adjusted EBIT from Global Broking (H1
2024: £110m(7)) and £33m of adjusted EBIT from Liquidnet (H1 2024: £24m(7))
• Parameta Solutions delivered £36m of adjusted EBIT (H1 2024: £38m(7)), while
E&C contributed £27m (H1 2024: £32m(7))
• Diversification delivering: Liquidnet and Parameta Solutions together
contributed 38% of adjusted EBIT, up from 37% in H1 2024
• Adjusted EBIT margin increased to 15.0% (H1 2024: 14.8%(7))
• Reported EBIT grew 7% to £140m (H1 2024: £131m); reported EBIT margin of
11.4% (H1 2024: 11.5%)
3 Multi-Asset (equity derivatives, rates, futures, and advisory services) Agency
Execution offering, including COEX
Partners, MidCap Partners, and Relative Value desks.
4 Annual Recurring Revenue ('ARR'), which is an APM, is the annualised value of
subscription revenue as of the latest month of the financial period. ARR is
determined based on client contracts with recurring future revenue
arrangements.
5 Excluding foreign exchange gains & losses and other gains and losses/other
items.
6 Based on Office for National Statistics (ONS) CPI (Consumer Prices Index) of
3.6% at 30 June 2025.
7 In constant currency, which refers to prior year comparatives being
retranslated at current year foreign exchange rates.
Dynamic capital management: delivering sustainable shareholder value
• Launching fifth £30m share buyback, bringing total value of buybacks to
£150m being completed or announced in 24 months
• Interim dividend increased by 8% at 5.2 pence (H1 2024: 4.8 pence), in line
with dividend policy
• Successful refinancing of £250m 2026 bond: £231m tendered - over 90%
• Issued new £250m 2032 bond, nearly four times over-subscribed
Strategic highlights
Dynamic capital management
• Medium-term organic surplus cash generation - investment in the business and
shareholder returns
• Continued focus on productivity, contribution, and balance sheet optimisation
means the Group expects to organically generate substantial surplus cash over
the medium-term
• Based on our current outlook, subject to market conditions and FX, and in line
with our capital allocation framework, the Group anticipates it can
organically generate surplus cash across 2026 and 2027 in excess of £200m,
including at least £50m of cash to be released from legal entity
consolidation(8)
• Anticipate surplus cash to be available for investment in the business and
shareholder returns across 2026 and 2027
8 Subject to foreign exchange movements and market conditions.
Diversification
• Building a full-service credit platform
• Acquired Neptune Networks, which delivers top-tier bond pre-trade data from 34
leading sell-side institutions, including all major investment banks, direct
to the buy-side
• Neptune processes 250k+ axes (similar to indications of interest) and
inventory data points daily, representing more than $1.2 trillion in gross
notional value
• Liquidnet's Fixed Income platform is trusted by 500+ buy-side firms
• Will draw on the complementary strengths of Neptune and Liquidnet Fixed Income
to create a new full-service credit platform
• Building a new platform in partnership with nine leading global banks.
Barclays, BNP Paribas, Citi, Crédit Agricole CIB, Deutsche Bank, ING, J.P.
Morgan, Morgan Stanley and UBS will collectively hold a 30% stake in the new
venture at launch, aligning financial and commercial interests to drive growth
• The new platform will be defined by its superior data, liquidity and value
• Liquidnet: diversification delivering
• Expanded offering, bringing seamless access to liquidity, data, advisory, and
execution across cash equities, rates, futures, and FX
• Equities Platform:
º Algorithmic trading revenue up by 22%
º High-touch / Programme trading revenue up 15%
• Multi-Asset Agency:
º Launched US & Europe Equity Derivatives desk
º Exchange-Traded Derivatives - broadened footprint and coverage
• Parameta Solutions: executing commercial strategy, launching new products
Strategic update:
• Board continues to keep under review appropriate timing for any potential
minority listing in the US
• In the event of the minority listing, the Group would expect to return most of
the proceeds to shareholders
Commercial update:
• Revenue growth of 5%
• Performance reflects decision to moderate 2025 price increases to support
sustainable growth, current longer sales cycles
• Accelerating commercial strategy: scaling sales force and multi-channel
marketing drove 10x increase in lead generation in H1 2025 vs. FY 2024
• Product innovation: launched 15 new products, including two new benchmarks -
Tullett Prebon Sterling IRS SONIA and ICAP Sterling IRS SONIA
Transformation
• Investing for profitable growth
• Drive for operational efficiencies remains on track to deliver c.£25m
annualised savings in 2025, and at least £50m by 2027
• Legal entity consolidation on track to release at least £50m cash by 2027
• Step-change in enhancing technology: strategic collaboration with Amazon Web
Services ('AWS')
• Joint team mobilised: 170+ specialists from TP ICAP and AWS, including 90+ AWS
engineers on-site, driving Fusion development, cloud migration, and AI
deployment
• Fusion: continued expansion of products and protocols, underpinned by enhanced
client connectivity and straight-through processing
• Cloud migration: first waves completed, with 27 environments live in London,
the New York area, and Sydney. On track to achieve target of 80% of IT systems
on the cloud by end-2026
• AI: Amazon Q Developer, a generative AI-powered assistant, rolled out to 350
developers globally, generating 50,000+ lines of code to date
• Awarded 'AAA' ESG rating by MSCI
• Received highest possible rating from MSCI, recognising strong performance in
managing environmental, social, and governance risks and opportunities
• AAA rating places Group among the top 6% of companies in the 'Investment
Banking and Brokerage' industry group
Outlook
Our outlook is largely subject to macroeconomic events which impact market
conditions, and therefore levels of trading in the OTC market. Ongoing
geopolitical tensions, including uncertainty surrounding global trade
policies, inflation, as well as future interest rate movements, should
continue to drive volatility that will broadly support our business in the
second half for 2025.
As a reminder, 60% of the Group's revenue and 40% of the Group costs are US
Dollar denominated. Subject to movements in foreign exchange rates,
particularly the current weakness in the US Dollar vs. Sterling, the Board
remains comfortable with current 2025 market expectations for adjusted EBIT.
Against this backdrop, we will remain focused on executing our strategy:
transformation, diversification, and dynamic capital management. We anticipate
remaining well placed to deliver sustainable shareholder value over the medium
term.
2025 results presentation
The Group will hold an in-person presentation and Q&A at 09:00 BST today
at Deutsche Numis, 45 Gresham Street, London, EC2V 7BF. For those unable to
attend in person, the presentation will also be broadcast via a live video
webcast.
A recording of the presentation will also be available via playback on our
website after the event at
https://tpicap.com/tpicap/investors/reports-and-presentations.
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
• TP ICAP connects buyers and sellers in global financial, energy and
commodities markets.
• 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.
• We operate from more than 60 offices across 28 countries, supporting brokers
with award-winning and market-leading technology.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
CEO REVIEW
Introduction
We made good strategic progress and delivered a strong financial performance
in the first six months of 2025. The Group continues to evolve rapidly, having
diversified significantly in recent years. Today, our comprehensive solutions
range from low-touch electronic trading platforms to hybrid and voice broking,
and market-leading over-the-counter data services.
We are actively expanding and diversifying our offering, including
enhancements to our electronic trading capabilities and entry into adjacent
markets. A key milestone was our recently announced acquisition of Neptune
Networks, which will support the development of a new unique, full-service
credit platform.
Technology is at the heart of our ongoing transformation. With 55% of our IT
workload already migrated to the AWS cloud and on track to reach our 80%
target by end-2026, we are well positioned to drive innovation and meet our
clients' evolving needs.
Our focus is on profitable growth and delivering sustainable shareholder
value, underpinned by our strategy of transformation, diversification and
dynamic capital management.
Market developments
The first half of the year has continued to be shaped by unpredictability and
rapidly shifting markets. The uncertainty brought about by the Trump
Administration's "Liberation Day" on global trade - including its potential
impact on inflation, interest rates, the dollar exchange rate and US-China
trade - has been an important driver of activity for our Global Broking
business, as market participants rapidly repositioned their portfolios or
sought to hedge positions.
More recently, the conflict in the Middle East put the oil price into sharp
focus. Financial markets have been weathering these geopolitical and trade
tensions. Bond yields, although remaining higher and more volatile, are below
their recent peak. The oil price has receded after its initial rise. But
uncertainty continues to weigh heavily on central banks' rates decisions, not
least when considering how trade talks may unfold. Movements in interest
rates, and bond yields, are an important driver of activity for Rates, our
largest asset class in Global Broking.
The International Energy Agency's ('IEA') Oil June 2025 report, highlights
structural shifts in the market. Global oil supply is set to far outpace
demand growth in the coming years. Against this backdrop, the IEA is
predicting that global electricity demand growth will accelerate further,
driven by light industrial consumption, electric mobility, cooling, data
centres and AI. As a world-leading Energy and Commodities broker, with strong
market positions across Oil, Power and Gas but also Energy Transition-related
products, we are well placed to continue to support our clients.
The economic effect of the uncertainty on tariffs and potential trade wars has
increased volatility in equity markets, and driven a rotation out of US
equities in the first months of the year. The June 2025 Bank of America Global
Fund Manager Survey showed fund managers were net 36% underweight on US
stocks, with 54% expecting international stocks to outperform the US over the
next five years. Encouragingly for our Liquidnet business, activity remains
strong with the global institutional commission wallet up 14% in Q1 2025,
driven by a rebound in EMEA, which recorded the biggest gains(9).
Demand for financial markets data continues to grow, fuelled by demand for
real-time comprehensive data across a broad spectrum of instruments. Global
spending on financial market data reached a record $44.3 billion in 2024, with
projections for a two-year compound annual growth rate for market data
spending of between 5.7% to 7.1%(10). Parameta Solutions remains well
positioned in this context.
9 Source: McLagan data, Q1 2025 YTD vs Q1 2024 YTD.
10 Source: Burton Taylor International Consulting (a subsidiary of TP ICAP Group
Plc), Financial Market Data/ Analysis Global Share & Segment Sizing 2025.
Business performance
Group revenue increased by 9% to £1.2bn, driven by our ability to capitalise
on buoyant market conditions. This represents a record level of revenue growth
for the Group.
Global Broking delivered a record trading performance, with revenue up by
12%. The division achieved double-digit growth across Rates, Equities and
Credit and maintained its market-leading position. Broker productivity also
improved, with average revenue per broker(11) increasing by 11%.
Liquidnet sustained its strong momentum, achieving double-digit revenue growth
of 15%. The business continued to diversify its core equities platform, with
algorithmic trading revenue increasing by 22% and High-touch/Programme trading
revenue increasing by 15%. The division is also diversifying beyond equities
by investing in its Multi-Asset Agency offering, where revenues increased
substantially by 29%.
Energy & Commodities (E&C) revenue was down 2%, following a record
performance in H1 2024, and a strong two-year period with revenue growth of
22% across 2023 and 2024. We are focused on retaining and attracting broker
talent, with a number of brokers already recruited and a strong pipeline in
place.
The strength of our E&C franchise was recognised by multiple awards
including, ICAP and Tullett Prebon ranked 1(st) and 2(nd) respectively in
Energy Risk's Best Commodity Broker 2025 rankings, as voted by clients.
Additionally, ICAP was named the 2025 Commodity Broker of the year.
Parameta Solutions delivered 5% revenue growth, broadly in line with the first
quarter. The business' revenue profile remains highly resilient, with 98% of
revenue subscription-based and Annual Recurring Revenue (ARR) growing by 5%
over the period. H1 2025 performance reflects the decision to moderate 2025
price increases to support sustainable growth, and current longer sales
cycles.
Parameta made good progress in expanding its product portfolio, growing the
sales team, and ramping up marketing activity, driving a 10x increase in lead
generation in H1 2025 vs. FY 2024.
As a Group, we achieved our highest ever H1 adjusted EBIT(12), which grew by
10% to £184m, with the margin increasing to 15.0% (H1 2024: 14.8%(13)).
Reported EBIT(2), including significant items, grew by 7% (in reported
currency) to £140m. Our non-broking divisions, Liquidnet and Parameta,
accounted for 38% of adjusted EBIT(12) (H1 2024: 37%).
Several factors contributed to this record performance. Global Broking
adjusted EBIT(2) was up 19% to £131m, whilst Liquidnet delivered a
substantial uplift in performance, with adjusted EBIT(2) up 38% to £33m,
driven by enhanced operational leverage and growing revenue.
Group management and support costs were well contained at 2.9%, below the UK
rate of inflation in the first half(14), and despite the increase in UK
National Insurance contributions and ongoing investment in the business.
11 Revenue per broker is calculated as external revenue of Global Broking,
divided by the average number of brokers for the period. The Group revenue per
broker excludes revenue from Parameta Solutions and Liquidnet divisions.
12 Refer to Alternative Performance Measures (APM) on page 75.
13 In constant currency, which refers to prior year comparatives being
retranslated at current year foreign exchange rates.
14 Based on Office for National Statistics (ONS) CPI (Consumer Prices Index) of
3.6% at 30 June 2025.
Dynamic capital management
We are announcing our fifth £30m buyback, meaning the Group has completed or
announced £150m of buybacks in the last 24 months. We will also pay an
interim dividend of 5.2 pence, up 8% on last year, to eligible shareholders on
7 November 2025, with an ex-dividend and record date of 2 October 2025 and 3
October 2025 respectively. Our shareholders value this combination of
dividends and capital returns.
In the period, and as part of the proactive management of our balance sheet,
we successfully issued a new £250m senior bond, maturing in 2032, alongside
tendering our £250m senior bond maturing in May 2026. The strong market
appetite for our bond issuance (four times over-subscribed) speaks to our
dependability and consistent approach to debt management, with a regular
two-year issuance cycle.
Based on our current outlook, and subject to market conditions and FX, the
Group anticipates that it can organically generate substantial surplus cash
across 2026 and 2027. In line with our capital allocation framework, this
surplus is to be made available for investment in the business and shareholder
returns over the same period.
Details can be found in the Financial and Operating section on page 11.
Diversification
Building a full-service credit platform
The acquisition of Neptune Networks ('Neptune') is a key strategic step for TP
ICAP, as we broaden our presence in technology-driven platforms and further
diversify the Group's business mix. This move positions us strongly to
capitalise on the substantial growth opportunities in the fast-evolving market
for electronically traded corporate bonds.
Neptune is deeply embedded in the global credit markets, with 34 leading
sell-side institutions, including all major investment banks, submitting over
250,000 axes (indications of interest) and inventory items to its platform
daily, representing a gross notional value of more than $1.2 trillion.
Our plan is to build a full-service platform drawing on the complementary
strengths of Neptune and Liquidnet's Fixed Income network. Liquidnet's Fixed
Income platform already connects more than 500 buy-side institutions.
We are building this new platform in partnership with nine global investment
banks - Barclays, BNP Paribas, Citi, Crédit Agricole CIB, Deutsche Bank, ING,
J.P. Morgan, Morgan Stanley and UBS - who will collectively own a 30% stake in
the new venture at launch. The ownership model is intended to ensure strong
alignment and a shared commitment to innovation and growth.
By harnesssing Neptune's and Liquidnet's highly complementary solutions, we
are uniquely positioned to develop competitive alternatives to current data
and execution offerings. Strong alignment with the dealer community and close
ties to the buy-side will set this business apart; enhancing transparency,
efficiency, and liquidity for all fixed income market participants.
Through our extensive dealer and buy-side relationships and commitment to
technical innovation, we are uniquely positioned to launch and grow successful
platforms. We believe the model we are building for credit can be expanded, or
replicated, in our other products in the future.
Liquidnet: continued momentum
Liquidnet, our agency execution specialist for the buy-side, enhances the
Group's client and product diversification. Building on its strong franchise
in equities block trading, Liquidnet is expanding its capabilities across a
broader range of Multi-Asset classes and products, including Rates, FX,
Futures, and Relative Value strategies.
Liquidnet continued to deliver on its strategy, focused on diversification and
driving profitable growth. Strategic investments are delivering results:
Liquidnet recorded double-digit revenue growth of 15% in the first half, with
strong momentum across all asset classes and regions. The Multi-Asset Agency
business delivered substantial growth of 29%. The division's Equities platform
recorded revenue growth of 6%, with a particularly strong performance in EMEA
driven by the rotation out of US equities in the first few months of the year.
Liquidnet remains the leading venue for Large-in-Scale ('LIS') trading in
EMEA, with a 37% share of the 5x LIS market(15) in H1 2025.
The division continues to diversify and grow. In Equities, Algorithmic trading
revenue increased by 22%, High-Touch/Programme trading revenue increased by
15%, and inter-region revenue grew by 13%. Multi-Asset revenue now accounts
for 46% of total revenue compared to 41% in H1 2024.
Overall, Liquidnet's strong performance in the period translated into a
substantial uplift in perfromance, with adjusted EBIT up 38% to £33m. Ongoing
cost discipline, and the diversified business model contributed to enhanced
operating leverage and profit growth.
Parameta Solutions: executing commercial strategy, launching new products
Over-the-counter ('OTC') markets are vast, with twenty times more average
daily trading volume than global equity markets(16). They cover a wide range
of financial instruments, including stocks, bonds, derivatives, currencies,
commodities and cryptocurrencies.
Parameta Solutions' products are designed to allow its clients to generate
insights about these highly complex, low transparency OTC transactions.
Clients, in turn, use those insights to inform alpha generation, valuation,
price discovery, market surveillance, risk management processes and regulatory
compliance.
With an estimated 70% share of the OTC inter-dealer broker data market(17),
Parameta Solutions aims to continue to lead and innovate in this space.
The division's strategy is focused on expanding its client base and product
portfolio to drive sustainable and profitable growth.
To advance its commercial plan, Parameta has strengthened its go-to-market
approach through targeted sales hires, a refreshed website, and a
multi-channel marketing campaign, resulting in a tenfold increase in leads
compared to the entirety of 2024. Notably, it secured its first sovereign
wealth fund client and a world-leading oil major.
On the product front, Parameta launched 15 new offerings in the first half of
the year. As part of this progress, Parameta is moving up the value chain by
developing innovative solutions such as evidential data and benchmarks. Among
these, two new benchmarks - Tullett Prebon Sterling IRS SONIA and ICAP
Sterling IRS SONIA - were introduced to complement its existing European
reference rate suite. Revenue from innovative offerings grew 37% year-on-year,
now accounting for 11% of total revenue.
Overall, Parameta Solutions grew revenue by 5% in the period. Its revenue
profile remains highly resilient, with 98% of revenue subscription-based and
Annual Recurring Revenue (ARR) increasing by 5%, underscoring the value its
clients place on its offering.
The Board continues to keep under review the appropriate timing for any
potential minority listing in the US. As previously reported, in the event of
a minority listing, we would expect to return most of the proceeds to TP ICAP
shareholders.
15 The European Securities and Markets Authority (ESMA) defines "Large in Scale"
('LIS') as thresholds that exempt large trades from certain pre-trade
transparency requirements under MiFID II. For highly liquid stocks, the
threshold is typically set at €100k or more; for less liquid stocks, the
threshold is typically €500k or more.
16 Based on average daily trading volume for 2022. Refers to average daily
trading notional volume of OTC interest rate derivatives and foreign exchange
instruments only.
17 Considering data revenues from TP ICAP's peers: Fenics, TraditionData, Marex,
as at FY 2024. Source: Burton Taylor International Consulting (a subsidiary of
TP ICAP Group Plc), Financial Market Data/ Analysis Global Share & Segment
Sizing 2025.
Transformation
Investing for profitable growth
Last year, we launched a three-year operational and IT excellence programme
designed to strengthen, streamline and simplify our operations. The programme
targets four key areas: technology and data, operating model, procurement, and
real estate optimisation. We are investing approximately £70m to drive at
least £50m in annualised cost savings by the end of 2027. I am pleased to
report that we are on track to achieve our 2025 target of c. £25m annualised
savings, with good progress delivered against each of the four key areas of
the programme.
In parallel, we are working to unlock an additional £50m in surplus cash
through further consolidation within our legal entity structure.
Advancing technology and data with Amazon Web Services
In December 2024, we entered into a strategic collaboration with Amazon Web
Services ('AWS'). The agreement is focused on three core objectives:
accelerating the development of our Fusion platform; increasing the migration
of our IT workload to the AWS cloud; and, establishing an AI and Innovation
Lab.
Our work with AWS on the Fusion platform is centred on two goals: enhancing
foundational services to improve speed to market, performance, and
availability; and building a next-generation platform that halves product
development time and scales efficiently. In the first half of the year, we
began migrating our Fusion stack, which is expected to improve feature
delivery speed, reduce development costs, and enhance both broker and trader
user experiences.
Our cloud migration programme is progressing at pace. AWS environments are now
fully operational in London, the New York area, and Sydney, having sucessfully
completed the first wave of migrations. So far, we have transitioned 27
application environments and associated departmental data. We are on track to
complete our full migration target by the end of 2026. Ultimately, the
programme will encompass nearly 3,500 servers and 1,270 terabytes of data.
Our AI and Innovation Lab is live. The Lab serves as an incubator for
AI-driven solutions that enhance efficiency and unlock new growth
opportunities. We are also developing a group-wide data strategy to transform
how we manage, govern, and leverage our data - turning it into a strategic
asset that powers innovation, enhances decision-making, and drives long-term
value creation. One key initiative already underway at Parameta is the
implementation of AI to assist developers write code. Our proprietary code
review AI tool has improved developer productivity by 20%.
Nicolas Breteau
Executive Director and Chief Executive Officer
6 August 2025
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
FINANCIAL AND OPERATING REVIEW
All percentage movements quoted in the analysis of financial results that
follow are in reported currency, unless otherwise stated.
Introduction
The Group delivered strong results in the first half of 2025, with revenue
increasing by 7% to £1,224m (+9% in constant currency). This performance was
primarily driven by our Global Broking and Liquidnet divisions, supported by
elevated market volatility and client demand amid a complex macroeconomic and
geopolitical environment.
Global Broking ('GB'), which contributed 58% of the Group's revenue, delivered
a double-digit increase of 10% (+12% in constant currency), with strong
contributions across all asset classes benefitting from supportive market
conditions.
Energy & Commodities ('E&C') saw a modest decline in revenue of 2%
(-2% in constant currency) against a record H1 2024 and reflecting a
competitive environment for talent.
Liquidnet ('LN') delivered a record 14% (+15% in constant currency) increase
in revenue to £195m, reflecting continued growth in Multi-Asset Agency
Execution(1) and Equity markets.
Parameta Solutions ('PS') achieved 3% (+5% in constant currency) revenue
growth. The growth continues to be supported by the division's
subscription-based model, with Annual Recurring Revenue (ARR(2)) growth of 5%.
The performance reflects the decision to moderate price increases in 2025 to
support sustainable growth and current longer sales cycles.
The Group's overall performance was characterised by strong operational
leverage, underpinned by disciplined cost management and enhanced broker
productivity, with average revenue per broker increasing by 6%. This supported
a further expansion of the Group's adjusted EBIT(2) margin to 15.0%, slightly
up from 14.9% in H1 2024. Adjusted EBIT increased by 8% (+10% in constant
currency) to £184m (H1 2024: £170m). Reported EBIT grew 7% to £140m (H1
2024: £131m), after significant items; reported earnings grew 9% to £99m (H1
2024: £91m). Significant items, of which around 35% were non-cash, included
planned investment in our major operational efficiency programme and ongoing
costs relating to the potential minority listing of Parameta Solutions in the
US. 2025 is the peak investment year for our operational efficiencies
programme and we are on track to deliver the targeted savings we expect this
initiative to deliver for the Group.
During the period, we issued a new £250m Sterling Notes maturing in 2032 and
launched a tender offer that enabled us to buy back over 90% of the £250m
Sterling Notes maturing in May 2026. We continue to maintain a leverage
ratio(3) of 1.6x (FY 2024: 1.6x), supported by strong profit generation and
debt management.
Capital discipline remains a key focus for us. We have announced another £30m
share buyback today, bringing the total to £150m in the last 24 months. Over
the same period we have declared dividends totalling £250m, including our
interim dividend announced today, and freed up £100m of cash to reduce debt.
Our three-year operational efficiency programme launched in H2 2024 to
release £50m(4) of surplus cash through legal entity consolidation
and deliver annualised cost savings of £50m is progressing well and is on
track to deliver its targets by 2027.
Based on our current outlook, and after allocating estimated resources in line
with our capital allocation framework we expect to deliver in excess of £200m
of surplus cash organically across 2026 and 2027. This includes £50m to be
released from legal entity consolidation. This surplus will be available for
investment and returns to shareholders.
In line with our dividend policy, the Board is proposing an interim dividend
of 5.2 pence per share (up 8%), reflecting our confidence in the Group's
continued performance and cash generation.
Robin Stewart
Executive Director and Chief Financial Officer
06 August 2025
1 Multi-Asset Agency Execution (equity derivatives, rates, futures and advisory
services) Agency Execution offering, including COEX Partners, MidCap Partners,
and Relative Value desks.
2 Refer to appendix - Alternative Performance Measures.
3 Total debt (excluding finance lease liabilities) divided by 12 months adjusted
EBITDA as defined by our Rating Agency.
4 Subject to market conditions.
Key financial and performance metrics
£m H1 2025 H1 2024 H1 2024 Reported Constant
reported currency constant currency currency
currency
change
change
Revenue 1,224 1,144 1,128 7% 9%
Reported
- EBIT 140 131 134 7% 4%
- EBIT margin 11.4% 11.5% 11.9% (0.1)%pts (0.5)%pts
Adjusted(1)
- Contribution 465 445 440 4% 6%
- Contribution margin 38.0% 38.9% 39.0% (0.9)%pts (1.0)%pts
- EBITDA 220 206 202 7% 9%
- EBIT 184 170 167 8% 10%
- EBIT margin 15.0% 14.9% 14.8% 0.1%pts 0.2%pts
Average:
- Broker headcount 2,577 2,525 2,525 2% 2%
- Revenue per broker(2) (£'000) 400 377 372 6% 8%
- Contribution per broker(2) (£'000) 145 139 138 4% 5%
Period end:
- Broker headcount 2,592 2,536 2,536 2% 2%
- Total headcount 5,263 5,184 5,184 2% 2%
1 Adjusted metrics are defined in the Alternative Performance Measures ('APMs')
which is useful to enhance the understanding of business performance. Refer to
the Income statement section below for details.
2 Revenue per broker and contribution per broker are calculated as external
revenue and contribution of Global Broking, Energy & Commodities and
Liquidnet (excluding the acquired Liquidnet platform) divided by the average
number of brokers for the period. The Group revenue and contribution per
broker excludes revenue and contribution from Parameta Solutions and the
acquired Liquidnet platform.
Income statement
While not a substitute for IFRS, Management believe adjusted figures provide
relevant information to better understand the underlying business performance.
These adjusted measures, and other alternative performance measures (APMs),
are also used by Management for planning purposes and to measure the Group's
performance.
H1 2025 Adjusted Significant Reported
Items(1)
£m
Revenue 1,224 - 1,224
Employment, compensation and benefits (767) (3) (770)
General and administrative expenses (238) (22) (260)
Depreciation and impairment of PPE(2) and ROUA(2) (18) - (18)
Amortisation and impairment of intangible assets (18) (20) (38)
Operating expenses (1,041) (45) (1,086)
Other operating income 6 - 6
- FX (4) - (4)
- Other items (1) 1 -
Other gains/(losses) (5) 1 (4)
EBIT 184 (44) 140
Net finance expense (17) - (17)
Profit before tax 167 (44) 123
Tax (46) 13 (33)
Share of net profit of associates and joint ventures 11 - 11
Non-controlling interests (2) - (2)
Earnings 130 (31) 99
Basic average number of shares (millions) 737.9 737.9
Basic earnings per share (pence per share) 17.6 13.4
Diluted average number of shares (millions) 771.5 771.5
Diluted earnings per share (pence per share) 16.9 12.8
H1 2024 (restated)(3) Adjusted Significant Reported (Restated)(3)
Items(1)
£m
Revenue 1,144 - 1,144
Employment, compensation and benefits (718) (1) (719)
General and administrative expenses (224) (9) (233)
Depreciation and impairment of PPE(2) and ROUA(2) (21) (6) (27)
Amortisation and impairment of intangible assets (15) (21) (36)
Operating expenses (978) (37) (1,015)
Other operating income 4 - 4
- FX (3) - (3)
- Other items 3 (2) 1
Other gains/(losses) - (2) (2)
EBIT 170 (39) 131
Net finance expense (10) (1) (11)
Profit before tax 160 (40) 120
Tax (46) 8 (38)
Share of net profit of associates and joint ventures 11 - 11
Non-controlling interests (2) - (2)
Earnings 123 (32) 91
Basic average number of shares (millions) 761.5 761.5
Basic earnings per share (pence per share) 16.2 12.0
Diluted average number of shares (millions) 782.8 782.8
Diluted earnings per share (pence per share) 15.7 11.6
1 Significant items are categorised as per details in the 'Significant items'
section.
2 'PPE' = Property, plant and equipment. 'ROUA' = Right-of-use-assets.
3 Prior period numbers have been restated due to a change in accounting policy
as set out in the Group's 2024 Annual Report and Accounts, to reclassify
certain items from 'General and administrative expenses' to 'Other
gains/(losses)' and 'Finance costs'. For H1 2024, a £2m loss was
reclassified, from 'General and administrative expenses' to 'Other
gains/(losses)'. The net impact on reported EBIT was £nil.
All percentage movements quoted in the analysis of financial results that
follow are in constant currency, unless otherwise stated. Constant currency
refers to prior period comparatives being retranslated at current period
foreign exchange rates to support comparison on an underlying basis.
Revenue by division
Total Group revenue in H1 2025 reached £1,224m, a 9% (+7% in reported
currency) increase - a record level of growth over the prior period. Global
Broking revenue increased by 12% (10% in reported currency), benefiting
from supportive market conditions, especially in the first quarter. Energy
& Commodities revenue decreased 2% (-2% in reported currency) compared
with a record H1 2024; trading volumes were mixed across the first half
impacted by macroeconomic events. Liquidnet's revenue grew significantly by
15% (+14% in reported currency) driven by sustained growth in equity trading
volumes and the successful scaling of the Multi-Asset Agency Execution
offering. Parameta Solutions revenue increased by 5% (+3% in reported
currency), underpinned by strong subscription revenue retention and increased
inter-division revenue.
H1 2025 H1 2024 H1 2024 Reported Constant
currency
currency
change
change
£m (reported (constant
currency)
currency)
Restated(1) Restated(1)
By business division
Rates(1) 327 293 288 12% 14%
FX & Money Markets 169 162 160 4% 6%
Equities 136 120 118 13% 15%
Credit(1) 67 61 60 10% 12%
Inter-division revenue(2) 13 11 11 18% 18%
Global Broking 712 647 637 10% 12%
Energy & Commodities 236 242 240 (2)% (2)%
Inter-division revenue(2) 2 2 2 - -
Energy & Commodities 238 244 242 (2)% (2)%
Liquidnet 195 171 169 14% 15%
Data & Analytics 94 95 93 (1)% 1%
Inter-division revenue(2) 6 2 2 200% 200%
Parameta Solutions 100 97 95 3% 5%
Inter-division revenue(2) (21) (15) (15) 40% 40%
Total revenue 1,224 1,144 1,128 7% 9%
1 Global Broking Rates and Credit revenue has been restated to reflect the
reclassification of £2m of revenue from the eRepo desk, which has moved
from Credit to Rates.
2 Inter-division revenues have been recognised in Global Broking, Energy &
Commodities and Parameta Solutions to reflect the value of proprietary data
provided to Parameta Solutions and services it supplies to the other
divisions. The inter-division revenue and inter-division costs are eliminated
upon the consolidation of the Group's consolidated financial results.
Operating expenses
The table below sets out operating expenses, divided principally between front
office costs and management and support costs. Front office costs tend to have
a large variable component directly linked to the output of our brokers. The
largest element of this is broker compensation and other front office costs,
which include travel and entertainment, telecommunications and information
services, clearing and settlement fees as well as other direct costs. The
remaining cost base represents the management and support costs of the Group.
£m H1 2025 H1 2024 H1 2024 Reported Constant
(reported currency) (constant currency) currency currency
change
change
Restated(1) Restated(1)
Front office costs
- Global Broking 429 392 386 9% 11%
- Energy & Commodities 169 167 165 1% 2%
- Liquidnet 120 105 104 14% 15%
- Parameta Solutions 41 37 36 11% 14%
Total front office costs 759 701 691 8% 10%
Management and support costs
- Employment costs 178 172 170 3% 5%
- Technology and related costs 43 45 45 (4)% (4)%
- Premises and related costs 14 14 14 - -
- Depreciation and amortisation 36 36 35 - 3%
- Other administrative costs 11 10 10 10% 10%
Total management and support costs 282 277 274 2% 3%
- Significant items 45 37 36 22% 25%
Total operating expenses 1,086 1,015 1,001 7% 8%
1 Prior period numbers have been restated due to a change in accounting policy
as set out in the Group's 2024 Annual Report and Accounts, to reclassify
certain items from 'General and administrative expenses' to 'Other
gains/(losses)' and 'Finance costs'. For H1 2024, a £2m loss was
reclassified, from 'Total operating expenses' to 'Other gains/(losses)' The
net impact on reported EBIT was £nil.
Total front office costs increased by 10% (+8% in reported currency) to £759m
(H1 2024: £691m), in line with revenue growth, investment in a range of
medium-term growth initiatives in Parameta Solutions and the continued
expansion of the Liquidnet division. Despite inflationary pressures and
ongoing investments, total management and support costs increased just under
3% (+2% in reported currency) to £282m. The benefits from our operational
efficiency programme are moderating inflationary cost pressures. Significant
items increased as planned, as we advanced our efficiency programme - 2025 is
the peak year of investment for this initiative - and strategic project costs
include costs to support the potential minority listing of Parameta Solutions.
As a result, total operating expenses rose by 8% (+7% in reported currency) to
£1,086m.
Capital and liquidity management
Capital management
In March 2025, we announced our fourth £30m share buyback programme. We are
now announcing another £30m buyback, bringing the total share buybacks
announced to £150m in the last 24 months. Combined with dividends declared
over the same period, the Group will have returned around £400m(1) to
shareholders over the past 24 months.
Our capital allocation framework is built around four strategic pillars:
Firstly, business investment - encompassing both organic initiatives, such as
the rollout of our electronic platform, Fusion, and continued growth in
Parameta Solutions, and inorganic opportunities, such as the acquisition of
Neptune Networks in May 2025.
Secondly, balance sheet strength - maintaining our investment-grade credit
rating while optimising regulatory capital and cash, working capital,
liquidity, and debt levels to support long-term resilience. The Group
maintained a stable leverage ratio of 1.6x, consistent with the year ended 31
December 2024. This was supported by strong profitability and effective debt
management, notably the successful issue of a new £250m Sterling Notes
maturing in 2032, and buying back over 90% of the £250m Sterling Notes
maturing in May 2026.
Thirdly, a progressive dividend policy targeting a return of 50% of full-year
adjusted earnings to shareholders, with 30-40% of H1 2025 adjusted earnings
typically distributed as interim dividend, and the balance paid as final
dividend.
Finally, the return of surplus cash to shareholders, subject to ongoing
assessments of organic cash generation and capital requirements.
Based on our current outlook, and after allocating estimated resources in line
with our capital allocation framework, we expect to deliver in excess of
£200m of surplus cash organically, available for investment and returns to
shareholders across 2026 and 2027.
Liquidity management
In June 2025, the Group successfully completed refinancing under its Euro
Medium Term Note ('EMTN') programme issuing £250m of Sterling Notes maturing
in 2032. The proceeds were used to repay £231m of outstanding Sterling Notes
during H1 2025. This demand from investors highlights the market's recognition
of our consistent two-year issuance cycle and prudent capital allocation. The
Group has also extended the ¥20bn Revolving Credit Facility ('RCF') with our
Joint Venture ('JV') partner in Japan to August 2027. In addition, the Group
has access to a £350m syndicated RCF that matures in May 2027.
1 Including an estimated cash outflow for the interim 2025 dividend announced
today.
Significant items
Significant items distort comparisons due to their size, nature or frequency
and are therefore excluded from adjusted financial and performance metrics in
order to provide better understanding, comparability and predictability of the
underlying trends of the business, to arrive at adjusted operating and profit
measures.
Significant items are categorised as below:
Restructuring and related costs
Restructuring and related costs arise from initiatives to reduce the ongoing
cost base and improve efficiency to enable the delivery of our strategic
priorities. These initiatives are significant in size and nature to warrant
exclusion from adjusted measures. Costs for other smaller scale restructuring
are retained within both reported and adjusted results.
Disposals, acquisitions and investments in new businesses
Costs and any income related to disposals, acquisitions and investments in new
business are transaction dependent and can vary significantly year-on-year,
depending on the size and complexity of each transaction. Amortisation of
purchased and developed software is contained in both the reported and
adjusted results, as these are considered to be core to supporting the
operations of the business.
Legal and regulatory matters
Costs and recoveries related to certain legal and regulatory cases are treated
as significant items due to their size and nature. Management considers these
cases separately due to the judgements and estimations involved, the costs and
recoveries of which could vary significantly year-on-year.
The table below shows the significant items in H1 2025 compared with H1 2024,
of which around 35% (H1 2024: around 80%) of the total H1 2025 costs are
non-cash.
£m H1 2025 H1 2024
Restructuring and related costs
- Property rationalisation(1) - 8
- Group cost saving programme(2) 14 1
Subtotal 14 9
Disposals, acquisitions and investment in new business
- Amortisation of intangible assets arising on consolidation 20 21
- Acquisition of Neptune Networks 3 -
- Gain on Brazil retail business disposal (1) -
- Strategic project costs(3) 11 2
- Loss on derivatives and foreign exchange - 1
Subtotal 33 24
Legal and regulatory matters - subtotal(4) (3) 7
Other significant items(5) - (1)
Total pre-financing cost 44 39
- Interest on vendor loan notes, amortisation of discount on deferred - 1
consideration and GIP provision
Total post-financing cost 44 40
- Tax relief (13) (8)
Total post-tax relief 31 32
1 Includes costs to rationalise our US property footprint in 2024.
2 Includes costs on the operational efficiencies programme launched in 2024.
3 Project costs in relation to assessment of Parameta Solutions strategic
options.
4 Includes costs related to significant legal proceedings and regulatory
matters.
5 Includes costs related to the remeasurement of the employee Group Income
Protection ('GIP') provision in 2024.
Net finance expense
The adjusted net finance expense is £17m, an increase of £7m compared with
H1 2024 and is in line with guidance. This increase primarily reflects lower
interest income during a period of interest rate cuts, as well as
issuance-related fees associated with the new £250m Sterling Notes maturing
in 2032.
Tax
The effective rate of tax on adjusted earnings is 28% (H1 2024: 29%).
Basic earnings per share ('EPS')
The average number of shares used for the H1 2025 basic EPS calculation is
737.9m (H1 2024: 761.5m). This is based on:
- 795.4m shares in issue at 31 December 2024;
- Less 11.5m held by the Group's Employee Benefit Trust ('EBT') comprised of
5.9m shares at 31 December 2024, and the time-apportioned movements of 5.6m
during H1 2025;
- Less 46.0m of treasury shares acquired through the share buyback programme
comprised of 38.7m at 31 December 2024, and the time-apportioned movements of
7.3m during H1 2025.
The Group's EBT has waived its rights to dividends.
The reported basic EPS for H1 2025 was 13.4 pence (H1 2024: 12.0 pence) and
adjusted basic EPS for H1 2025 was 17.6 pence (H1 2024: 16.2 pence).
Dividend
The Board is recommending an interim dividend for H1 2025 of 5.2 pence (H1
2024: 4.8 pence), an increase of 8% from the previous period. This aligns to
the Group's dividend policy which targets a dividend cover of approximately
two times adjusted earnings. The interim dividend is typically based on a
pay-out range of 30-40% of H1 adjusted earnings and the balance paid as final
dividend. The interim dividend will be paid on 07 November 2025 to
shareholders on the register at close of business on 03 October 2025. The
ex-dividend date will be 02 October 2025.
The Group offers a Dividend Reinvestment Plan ('DRIP'), where dividends can be
reinvested in further TP ICAP Group plc shares. The DRIP election cut-off date
will be 17 October 2025.
Guidance for 2025
The Group maintains the guidance for full year 2025 provided at the FY 2024
results announcement, subject to macroeconomic events and foreign exchange
movements.
Significant items guidance of £115m, which is before tax and legal and
regulatory matters, is subject to the potential US minority listing of
Parameta Solutions.
Performance by primary operating segment (divisional basis)
The Group presents below the results of its business by primary operating
segment with a focus on revenue and APMs used to measure and assess
performance.
H1 2025
Corp/
£m GB(1) E&C(1) LN PS(1) Elim Total
Revenue:
- External 699 236 195 94 - 1,224
- Inter-division(1) 13 2 - 6 (21) -
712 238 195 100 (21) 1,224
Total front office costs:
- External (429) (169) (120) (41) - (759)
- Inter-division(1) (6) - - (15) 21 -
(435) (169) (120) (56) 21 (759)
- Other gains/(losses) - - - - - -
Contribution 277 69 75 44 - 465
Contribution margin 38.9% 29.0% 38.5% 44.0% n/a 38.0%
Net management and support costs:
- Management and support costs (128) (37) (37) (8) (36) (246)
- Other gains/(losses) - - - - (5) (5)
- Other operating income 2 - - - 4 6
Adjusted EBITDA 151 32 38 36 (37) 220
Adjusted EBITDA margin 21.2% 13.4% 19.5% 36.0% n/a 18.0%
- Depreciation and amortisation (20) (5) (5) - (6) (36)
Adjusted EBIT 131 27 33 36 (43) 184
Adjusted EBIT margin 18.4% 11.3% 16.9% 36.0% n/a 15.0%
Average broker headcount 1,814 622 141 2,577
Average sales headcount - - 120 120
Revenue per broker (£'000)(4) 385 379 675 400
Contribution per broker (£'000)(4) 153 109 197 145
H1 2024 (constant currency)
Corp/
£m GB(1) E&C(1) LN PS(1) Elim Total
Revenue:
- External 626 240 169 93 - 1,128
- Inter-division(1) 11 2 - 2 (15) -
637 242 169 95 (15) 1,128
Total front office costs:
- External(2) (386) (165) (104) (36) - (691)
- Inter-division(1) (2) - - (13) 15 -
(388) (165) (104) (49) 15 (691)
- Other gains/(losses)(2) 3 - - - - 3
Contribution 252 77 65 46 - 440
Contribution margin 39.6% 31.8% 38.5% 48.4% n/a 39.0%
Net management and support costs:
- Management and support costs(3) (127) (40) (36) (7) (29) (239)
- Other gains/(losses)(3) - - - - (3) (3)
- Other operating income 1 - - - 3 4
Adjusted EBITDA 126 37 29 39 (29) 202
Adjusted EBITDA margin 19.8% 15.3% 17.2% 41.1% n/a 17.9%
- Depreciation and amortisation (16) (5) (5) (1) (8) (35)
Adjusted EBIT(3) 110 32 24 38 (37) 167
Adjusted EBIT margin 17.3% 13.2% 14.2% 40.0% n/a 14.8%
Average broker headcount 1,798 594 133 2,525
Average sales headcount - - 107 107
Revenue per broker (£'000)(4) 348 403 551 372
Contribution per broker (£'000)(4) 140 129 149 138
H1 2024 (reported currency, restated)
Corp/
£m GB(1) E&C(1) LN PS(1) Elim Total
Revenue:
- External 636 242 171 95 - 1,144
- Inter-division(1) 11 2 - 2 (15) -
647 244 171 97 (15) 1,144
Total front office costs:
- External(2) (392) (167) (105) (37) - (701)
- Inter-division(1) (2) - - (13) 15 -
(394) (167) (105) (50) 15 (701)
- Other gains/(losses)(2) 2 - - - - 2
Contribution 255 77 66 47 - 445
Contribution margin 39.4% 31.6% 38.6% 48.5% n/a 38.9%
Net management and support costs:
- Management and support costs(3) (130) (39) (37) (7) (28) (241)
- Other gains/(losses)(3) - - - - (2) (2)
- Other operating income 1 - - - 3 4
Adjusted EBITDA 126 38 29 40 (27) 206
Adjusted EBITDA margin 19.5% 15.6% 17.0% 41.2% n/a 18.0%
- Depreciation and amortisation (16) (5) (5) (1) (9) (36)
Adjusted EBIT(3) 110 33 24 39 (36) 170
Adjusted EBIT margin 17.0% 13.5% 14.0% 40.2% n/a 14.9%
Average broker headcount 1,798 594 133 2,525
Average sales headcount - - 107 107
Revenue per broker (£'000)(4) 354 407 556 377
Contribution per broker (£'000)(4) 142 130 150 139
'Corp/Elim' = Corporate centre, eliminations and other unallocated costs.
1 Inter-division charges have been made by Global Broking and Energy &
Commodities to reflect the value of proprietary data provided to the Parameta
Solutions division. The Global Broking and Energy & Commodities
inter-division revenue and Parameta Solutions inter-division costs are
eliminated upon the consolidation of the Group's consolidated financial
results.
2 Prior period numbers have been restated due to a change in accounting policy
as set out in the Group's 2024 Annual Report and Accounts, to reflect £2m
reclassification of fair value gains on trading derivatives from 'External
costs' to 'Other gains/(losses)' within 'Front office costs'.
3 Prior period numbers have been restated due to a change in accounting policy
as set out in the Group's 2024 Annual Report and Accounts, to reclassify
certain items from 'General and administrative expenses' to 'Other
gains/(losses)' and 'Finance costs'. For H1 2024, a £2m loss was
reclassified, from 'Management and support costs' to 'Other gains/(losses)'.
The net impact on reported EBIT was £nil.
4 Revenue per broker and contribution per broker are calculated as external
revenue and contribution of Global Broking, Energy & Commodities and
Liquidnet (excluding the acquired Liquidnet platform) divided by the average
number of brokers for the period. The Group revenue and contribution per
broker excludes revenue and contribution from Parameta Solutions and the
acquired Liquidnet platform.
Global Broking
Global Broking delivered a strong performance in H1 2025, with revenue
increasing 12% (+10% in reported currency) to £712m. Global Broking revenue
accounted for 58% of total Group revenue in the period. Favourable market
conditions, which saw elevated client activity driven by geopolitical
uncertainties and shifts in US trade policy, resulted in increased revenues
across Rates, FX, Money Markets, and Equities.
In Rates, our most profitable asset class, revenue grew 14% to £327m, with
strong results across all regions. In FX & Money Markets, revenue grew
6%, where favourable market conditions, particularly in Europe, supported
higher trading volumes. Equities revenue grew 15%, supported by improved
market conditions as market participants rebalanced portfolios, and
Credit revenue grew 12% driven by higher credit derivative activity in the
Americas. We recently announced the acquisition of Neptune Networks,
reinforcing our strategic intent to continue to invest for growth and scale
in our Credit offering.
Front office costs, most of which are variable and linked to revenue were 12%
(+10% in reported currency) higher. Contribution margin declined slightly to
38.9% from 39.6% in the prior period.
The division maintained its market-leading position with revenue per broker
increasing by 11%, demonstrating continued focus on broker productivity and
revenue growth.
Management and support costs, including depreciation, amortisation and net of
other operating income, increased by 3% to £146m, which contributed to a 19%
increase in adjusted EBIT to £131m, with adjusted EBIT margin increasing by
1.1%pts to 18.4% (H1 2024: £110m and 17.3% in constant currency; £110m and
17.0% in reported currency).
Energy & Commodities
Energy & Commodities revenue decreased 2% (-2% in reported currency) to
£238m, from a record H1 2024 in a competitive environment for talent. Trading
volumes were mixed across the first half, with periods of strong activity
offset by quieter months reflecting a risk-off environment, particularly in
Oil and Power markets.
Oil revenue was particularly affected by a competitive environment for talent.
Power markets experienced softer over-the-counter ('OTC') activity across
European hubs. Gas revenue increased supported by growth in the markets.
Regionally, revenue declined 6% in Asia and 4% in the Americas, while Europe
delivered modest 1% growth.
E&C continues to expand into the digital assets space through Fusion
Digital Assets, an electronic exchange, and crypto asset derivatives broking
as well as expanding into Asia.
Front office costs increased by 2% to £169m, driven by continued investment
in broker recruitment and retention. Contribution margin declined to 29.0% (H1
2024: 31.8%).
Management and support costs, including depreciation, amortisation and net of
other operating income, decreased by 7% to £42m, reflecting targeted cost
control and lower allocations as a result of the business performance.
Adjusted EBIT declined 16% to £27m, with an adjusted EBIT margin of 11.3% (H1
2024: £32m and 13.2% in constant currency; £33m and 13.5% in reported
currency).
Liquidnet(1)
Liquidnet delivered a strong performance in H1 2025, with revenue increasing
to £195m, up 15% (+14% in reported currency), driven by continued growth in
the core Equities platform (+6%) and a 29% increase in Multi-Asset Agency
Execution.
The Equity market activity remained strong in H1 2025, with volumes
accelerating following geopolitical developments and renewed trade optimism.
European and US dark market volumes surged contributing to a 14% increase in
the global commission wallet in Q1(2), during which Liquidnet Equities also
grew 14%. This marked the seventh consecutive quarter of revenue growth for
the division since Q2 2023. While block trading sentiment was more cautious in
Q2, Liquidnet maintained its leadership, ranking first in Europe for LIS
trading (37% share(3) of the 5x LIS market) and second in the US ATS block
market (24% market share(4)).
Multi-Asset Agency volumes doubled after the announcement of US Tariffs in
early April, compared with the prior year, with the Relative Value business
growing 31% on the back of market share gains, strategic hires, and technology
enhancements on the ICAP RV desk. Liquidnet Listed Derivatives revenue rose
270% year-on-year, driven by favourable conditions, new hires, and rollout of
new technology solutions.
Front office costs increased 15% to £120m in line with revenue growth,
reflecting higher headcount in the Equities and Multi-Asset Agency businesses.
The contribution margin remained flat at 38.5%.
Management and support costs, including depreciation, amortisation and net of
other operating income, rose 2% to £42m reflecting higher variable costs,
aligned with improved business performance and our commitment to retaining key
talent.
Adjusted EBIT increased to £33m, with the margin improving to 16.9% (H1 2024:
£24m and 14.2% in constant currency; £24m and 14.0% in reported currency).
Parameta Solutions
Parameta Solutions generated revenue of £100m, a 5% increase compared with
the prior period (+3% in reported currency). This growth was underpinned by
its strong recurring subscription-based revenue, which represents 98% of total
revenue, (up from 97% in the prior period). ARR grew by 5%.
In H1, the business expanded its product portfolio, grew the sales team
pipeline, and ramped up marketing activity, driving a tenfold increase in lead
generation compared with the year ended 31 December 2024.
Contribution margin decreased to 44.0%, down 4.4%pts (-4.5%pts in reported
currency), reflecting increased investment in capabilities essential to
establishing Parameta Solutions as a stand-alone business. As previously
announced, and in-line with the division's strategy, the Group will continue
to invest to grow Parameta Solutions. These investments, spanning commercial
infrastructure - including sales force expansion, product innovation, and
operational scalability are aligned with the Group's strategic intent to
unlock value, and are designed to enhance Parameta Solutions long-term
performance, efficiency, and profitability as it transitions toward greater
independence.
Management and support costs, charged under the Long Term Service Agreement
with TP ICAP were flat compared to H1 2024.
Adjusted EBITDA was £36m, with a margin of 36.0%, a decrease of 5.1%pts from
the prior period. Adjusted EBIT was £36m, with a margin of 36.0% (H1 2024:
adjusted EBIT £38m EBIT margin 40.0% in constant currency; £39m and 40.2% in
reported currency).
1 Liquidnet division comprises of the Liquidnet platform, COEX Partners, ICAP
Relative Value and MidCap Partners businesses.
2 Source: McLagan data.
3 Source: Bloomberg.
4 Source: FINRA.
Cash flow
The table below shows the changes in cash and debt for the period's ending H1
2025 and H1 2024.
H1 2025 H1 2024 (restated)(1)
EBIT reported 140 131
Depreciation, amortisation, and other non-cash items 82 76
Change in net Matched Principal balances (1) (2)
Movement in working capital(1) (128) (22)
Taxes and interest paid (69) (56)
Operating cash flow 24 127
Capital expenditure (36) (30)
Acquisition consideration paid (25) (1)
Deferred consideration paid on prior acquisitions - (50)
Sale of financial assets 6 12
Interest received 18 19
Other investing activities(1) 8 13
Investing activities (29) (37)
Dividend paid to shareholders (84) (76)
Dividend equivalent paid on equity share-based awards (2) (2)
Share buyback (31) (17)
Proceed from sale of shares under employee schemes 6 -
Own shares acquired for employee trusts (44) (6)
Net funds received from issuance of 2032 Sterling Notes 248 -
Repayment of 2024 Sterling Notes (231) (37)
Repayment of Vendor Loan Notes - (39)
Other financing activities (12) (15)
Financing activities (150) (192)
Change in cash (155) (102)
Foreign exchange movements (44) (4)
Cash at the beginning of the period 1,066 1,019
Cash at the end of the period 867 913
1 Prior period figures have been restated to reflect the reclassification of
£10m dividend received from associates, from other investing activities, to
'operating activities' within working capital.
The Group's net cash balance of £867m decreased from £1,066m at the
beginning of the year because of usual seasonal working capital outflows and
higher taxes driven by higher trading activity, strategic investments
including the acquisition of Neptune Networks, share buybacks, and share
purchases to fund employee equity schemes.
The operating cash inflow of £24m (H1 2024 restated: £127m inflow) was
impacted by a higher working capital outflow of £128m (H1 2024 restated:
£22m). This was mainly driven by higher trade receivables arising from
increased trading activity in the period, as well as temporary cash outflows
from trade settlement balances that have subsequently reversed. Tax and
interest payments rose to £69m, reflecting higher profitability and higher
interest costs on refinancing of the 2026 Sterling Notes.
The investing activities cash outflow of £29m (H1 2024 restated: £37m)
reflects the acquisition of Neptune Networks, supporting the build-out of the
credit platform, and increased investment in technology.
The financing activities cash outflows of £150m (H1 2024: £192m) includes
the increased final dividend for 2024 of £84m, a £31m outflow from the
share buyback programmes announced in August 2024 and March 2025, £44m for
share purchases to fund employee equity schemes, and a £17m net cash inflow
being the residual proceeds of the 2032 Sterling Notes issued to refinance
most of the £250m note maturing in 2026.
The strengthening of GBP against the USD and EUR in H1 2025, has resulted in a
retranslation loss on cash of £44m (H1 2024: £4m loss).
Debt finance
The composition of the Group's outstanding debt is summarised below.
At 30 At 31 December At
June 2024 30 June
2025 £m 2024
£m £m
5.25% £250m Sterling Notes May 2026(1) 20 251 251
2.625% £250m Sterling Notes November 2028(1) 249 249 249
7.875% £250m Sterling Notes April 2030(1) 252 251 251
6.375% £250m Sterling Notes June 2032(1) 248 - -
Sub Total 769 751 751
Revolving credit facility drawn - Totan - - -
Revolving credit facility drawn - banks - - -
Overdrafts 11 2 20
Debt (used as part of net (funds)/debt) 780 753 771
Lease liabilities 208 221 233
Total debt 988 974 1,004
1 Sterling Notes are reported at their par value net of discount and unamortised
issue costs and including interest accrued at the reporting date.
The Group's total debt, excluding lease liabilities, increased to £780m
compared with £753m as at 31 December 2024. This is mainly due to the
issuance of the £250m 2032 Sterling Notes, compared with a repayment of only
£231m of the 2026 Sterling Notes.
The Group's £350m bank revolving credit facility, maturing in May 2027, and
the ¥20bn Yen facility, maturing in August 2027, were both undrawn as at H1
2025.
Exchange rates
The income statements and balance sheets of the Group's businesses whose
functional currencies are not GBP are translated into GBP at average and
period end exchange rates respectively. The most significant currencies for
the Group are the USD and the Euro. The financial statements for H1 2025 were
prepared using the average and period end exchange rates listed below.
Average Period End
H1 2025 H1 2024 FY 2024 H1 2025 H1 2024 FY 2024
USD $1.29 $1.27 $1.28 $1.37 $1.26 $1.25
EUR €1.20 €1.17 €1.18 €1.17 €1.18 €1.21
In H1 2025, foreign exchange translation negatively impacted the Group's
P&L. The average exchange rates for GBP against USD and EUR were higher
than H1 2024, adversely affecting the Group's trading performance, with around
60% of Group revenue and 40% of costs in USD. The overall strengthening of
GBP, against currencies in which the Group operates, over the period resulted
in an additional £4m loss (net of FX forward contracts) in the income
statement (H1 2024: £3m loss) from the retranslation of non-GBP cash,
borrowings and related derivatives and operating assets and liabilities. The
FX on retranslation of non-GBP borrowings (£nil) and related derivatives
(£nil) in H1 2025 (H1 2024: non-GBP borrowings (£3m gain) and related
derivatives (£3m loss) is reflected in net finance expense, to better reflect
the nature of these costs.
Regulatory capital
The Group's regulated broking entities are obliged to meet the prudential
regulatory requirements imposed by the local regulator(s) of the
jurisdiction(s) in which they operate. The Group maintains an appropriate
excess of financial resources in such regulated entities to support capital,
liquidity and credit needs.
The Financial Conduct Authority ('FCA') is the lead regulator of the Group's
UK businesses, for which the capital adequacy requirements under the
Investment Firms Prudential Regime ('IFPR') apply. This sub-group maintains an
appropriate excess of financial resources.
Principal risks and uncertainties
Robust risk management is fundamental to the achievement of the Group's
objectives. The Group identifies the risks to which it is exposed as a result
of its business objectives, strategy and operating model, and categorises
those risks into Strategic and Business Risks, Operational Risks, and
Financial Risks. The principal risks identified within each of these
categories, along with an explanation of how the Group seeks to manage or
mitigate these risk exposures, can be found in the 2024 Annual Report and
Accounts. The Group does not consider that the principal risks and
uncertainties have materially changed since the publication of the 2024 Annual
Report and Accounts, or will change in the remaining six months of the
financial year.
Climate change considerations
We are committed to the ongoing assessment and management of climate risks and
opportunities. As part of this work, we incorporate climate change
considerations into our financial planning processes to monitor the impacts of
climate-related issues on our financial performance and position. We have
undertaken a detailed qualitative, and quantitative, climate scenario analysis
to deepen our understanding of how climate-related issues could affect the
Group and its finances. The analysis concludes that the Group is not expected
to be materially impacted financially by climate change over the timeframes
and climate scenarios considered. We will keep this analysis under review in
line with regulatory and stakeholder expectations.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Condensed Consolidated Income
Statement
for the six months ended 30 June 2025
Notes Six months ended 30 June 2025 Six months ended 30 June 2024 Year ended 31 December
(unaudited) (unaudited) 2024
£m (restated)(2) (audited)(1)
£m £m
Revenue 5 1,224 1,144 2,253
Employment, compensation and benefits 6 (770) (719) (1,404)
General and administrative expenses(2) 6 (260) (233) (502)
Depreciation of PPE(3) and ROUA(3) 6 (18) (21) (42)
Impairment of PPE(3) and ROUA(3) 6 - (6) (6)
Amortisation of intangible assets 6 (38) (36) (72)
Impairment of intangible assets 6 - - (2)
Total operating costs (1,086) (1,015) (2,028)
Other operating income 7 6 4 10
Other gains/(losses)(2) 8 (4) (2) 1
Earnings before interest and tax 140 131 236
Finance income 9 19 20 42
Finance costs 10 (36) (31) (64)
Profit before tax 123 120 214
Taxation (33) (38) (63)
Profit after tax 90 82 151
Share of results of associates and joint ventures 11 11 19
Profit for the period 101 93 170
Attributable to:
Equity holders of the parent 11 99 91 167
Non-controlling interests 11 2 2 3
101 93 170
Earnings per share
- Basic 11 13.4p 12.0p 22.1p
- Diluted 11 12.8p 11.6p 21.3p
1 Extract from the Group's 2024 Annual Report and Accounts.
2 As set out in Note 3(c), the Group changed its accounting policy regarding the
presentation of certain gains and losses previously reported within 'General
and administrative expenses'. These items are now reported within 'Other
gains/(losses)' and 'Finance costs'. For H1 2024 there is no overall change to
Profit before tax, with 'Total operating costs' reducing by £2m which is now
reported as part of 'Other gains/(losses)'.
3 PPE = Property, plant and equipment. ROUA = Right-of-use-assets.
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2025
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
(unaudited) (unaudited) (audited)(1)
£m £m £m
Profit for the period 101 93 170
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit pension schemes - (1) -
Equity investments at FVTOCI - net change in fair value 1 4 5
Taxation - - -
1 3 5
Items that may be reclassified subsequently to profit or loss:
Loss on translation of foreign operations (103) (11) (7)
Taxation - - -
(103) (11) (7)
Other comprehensive (loss) for the period (102) (8) (2)
Total comprehensive (loss)/income for the period (1) 85 168
Attributable to:
Equity holders of the parent (2) 85 168
Non-controlling interests 1 - -
(1) 85 168
1 Extract from the Group's 2024 Annual Report and Accounts.
Condensed Consolidated Balance Sheet
as at 30 June 2025
30 June 30 June 31 December
2025 2024 2024
(unaudited) (unaudited) (audited)(1)
(restated)(2) (restated)(2)
Notes £m £m £m
Non-current assets
Intangible assets arising on consolidation 13 1,537 1,583 1,567
Other intangible assets 141 118 134
Property, plant and equipment 76 89 80
Right-of-use assets 118 125 122
Investment in associates 39 45 49
Investment in joint ventures 28 32 31
Other investments 17 18 18
Deferred tax assets 27 32 17
Other non-current assets(2) 15 30 31 32
2,013 2,073 2,050
Current assets
Trade and other receivables 14 3,545 3,298 2,998
Financial assets at fair value through profit or loss 16 890 492 171
Financial investments 22 150 174 160
Cash and cash equivalents 22 878 933 1,068
5,463 4,897 4,397
Total assets 7,476 6,970 6,447
Current liabilities
Trade and other payables 17 (3,481) (3,282) (3,067)
Financial liabilities at fair value through profit or loss 16 (906) (462) (189)
Overdrafts(2) 22 (11) (20) (2)
Loans and borrowings(2) 19 (26) (6) (7)
Lease liabilities 20 (34) (30) (31)
Current tax liabilities (47) (40) (39)
Short-term provisions 23 (11) (17) (17)
(4,516) (3,857) (3,352)
Net current assets 947 1,040 1,045
Non-current liabilities
Loans and borrowings 19 (743) (745) (744)
Lease liabilities 20 (174) (203) (190)
Deferred tax liabilities (25) (46) (24)
Long-term provisions 23 (33) (32) (34)
Other non-current liabilities(2) 18 (25) (6) (25)
(1,000) (1,032) (1,017)
Total liabilities (5,516) (4,889) (4,369)
Net assets 1,960 2,081 2,078
Equity
Share capital 26 (a) 199 199 199
Other reserves 26 (b) (1,170) (990) (1,049)
Retained earnings 26 (c) 2,912 2,855 2,910
Equity attributable to equity holders of the parent 1,941 2,064 2,060
Non-controlling interests 26 (c) 19 17 18
Total equity 1,960 2,081 2,078
1 Extract from the Group's 2024 Annual Report and Accounts.
2 Restated due to a change in presentation of the balance sheet line items:
a 'Other non-current assets' include 'Other long-term receivables, 'Investment
properties' and 'Retirement benefit assets', previously disclosed as separate
line items.
b 'Other non-current liabilities' include 'Other long term payables' and
'Retirement benefit liabilities', previously disclosed as separate line items.
c 'Overdrafts' presented as a separate line item, previously disclosed as part
of current 'Loans and borrowings'.
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2025
Equity attributable to equity holders of the parent (Note 26)
Share Re- Re- Hedging Treasury shares Own Retained Total Non- Total
capital organisation reserve valuation and shares earnings controlling equity
reserve translation interests
£m £m £m £m £m £m £m £m £m £m
Six months ended 30 June 2025 (unaudited)
Balance at 199 (946) 4 22 (77) (52) 2,910 2,060 18 2,078
1 January 2025
Profit for the period - - - - - - 99 99 2 101
Other comprehensive - - 1 (102) - - - (101) (1) (102)
income/(loss) for the period
Total comprehensive - - 1 (102) - - 99 (2) 1 (1)
Income/(loss) for the period
Transactions with owners in their capacity as owners:
Non-controlling interest arising from acquisitions(1) - - - - - - - - 10 10
Recognition of a put option liability(1) - - - - - - (7) (7) (10) (17)
Dividends paid - - - - - - (84) (84) - (84)
Own shares acquired under share buyback - - - - (31) - - (31) - (31)
Share settlement of equity settled share-based awards - - - - - 36 (36) - - -
Dividend equivalents paid on equity settled share-based awards - - - - - - (2) (2) - (2)
Proceeds from the sale of shares under employee share schemes - - - - - - 6 6 - 6
Own shares acquired for employee trusts - - - - - (25) - (25) - (25)
Credit arising on equity settled share-based awards - - - - - - 26 26 - 26
Shares transferred for use of settlement of share awards - - - - 21 (21) - - - -
Balance at 199 (946) 5 (80) (87) (62) 2,912 1,941 19 1,960
30 June 2025
Six months ended 30 June 2024 (unaudited)
Balance at 197 (946) 3 29 (29) (20) 2,814 2,048 17 2,065
1 January 2024
Profit for the period - - - - - - 91 91 2 93
Other comprehensive - - 4 (9) - - (1) (6) (2) (8)
income/(loss) for the period
Total comprehensive - - 4 (9) - - 90 85 - 85
Income/(loss) for the period
Transfer of gain on disposal of equity instruments at FVTOCI - - (3) - - - 3 - - -
Transactions with owners in their capacity as owners:
Shares issued 2 - - - - - (2) - - -
Dividends paid - - - - - - (76) (76) - (76)
Own shares acquired under share buyback - - - - (17) - - (17) - (17)
Share settlement of equity settled share-based awards - - - - - 4 (4) - - -
Dividend equivalents paid on equity settled share-based awards - - - - - - (2) (2) - (2)
Own shares acquired for employee trusts - - - - - (6) - (6) - (6)
Credit arising on equity settled share-based awards - - - - - - 14 14 - 14
Credit arising on the exchange of cash to equity settled share-based awards - - - - - - 18 18 - 18
Balance at 199 (946) 4 20 (46) (22) 2,855 2,064 17 2,081
30 June 2024
1 The recognition and derecognition of the non-controlling interest disclosed in
the table above took place concurrently on acquisition. Please refer to note
27 'Acquisitions'.
Condensed Consolidated Statement of Changes in Equity
Equity attributable to equity holders of the parent (Note 26)
Share Re- Re- Hedging Treasury shares Own Retained Total Non- Total
capital organisation reserve valuation and shares earnings controlling equity
reserve translation interests
£m £m £m £m £m £m £m £m £m £m
Year ended 31 December 2024 (audited)(1)
Balance at 197 (946) 3 29 (29) (20) 2,814 2,048 17 2,065
1 January 2024
Profit for the period - - - - - - 167 167 3 170
Other comprehensive - - 5 (7) - - - (2) - (2)
Income/(loss) for the period
Total comprehensive income/(loss) for the year - - 5 (7) - - 167 165 3 168
Transfer of gain on disposal of equity instruments at FVTOCI - - (4) - - - 4 - - -
Transactions with owners in their capacity as owners:
Issuance of ordinary shares 2 - - - - - (2) - - -
Dividends paid - - - - - - (113) (113) (2) (115)
Own shares acquired under share buyback - - - - (48) - - (48) - (48)
Share settlement of equity settled share-based awards - - - - - 13 (13) - - -
Dividend equivalents paid on equity settled share-based awards (2) (2) - (2)
Own shares acquired for employee trusts - - - - - (45) - (45) - (45)
Credit arising on equity settled share-based awards - - - - - - 33 33 - 33
Taxation on equity settled share-based payments - - - - - - 4 4 - 4
Credit arising on the exchange of cash to equity settled share-based awards - - - - - - 18 18 - 18
Balance at 199 (946) 4 22 (77) (52) 2,910 2,060 18 2,078
31 December 2024
1 Extract from the Group's 2024 Annual Report and Accounts.
Condensed Consolidated Cash Flow Statement
for the six months ended 30 June 2025
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
(unaudited) (unaudited) (audited)(1)
(restated)(2)
Notes £m £m £m
Cash flow from operating activities 21 93 183 467
Income taxes paid (36) (24) (52)
Fees paid on bank and other loan facilities - - (1)
Interest paid - borrowings (22) (24) (46)
Interest paid - finance leases (11) (8) (15)
Net cash flow from operating activities 24 127 353
Investing activities:
Sale of financial investments(3) 22 6 12 24
Interest received 18 19 39
Dividends from associates and joint ventures 8 10 20
Expenditure on intangible fixed assets (34) (27) (55)
Purchase of property, plant and equipment (2) (3) (9)
Deferred consideration paid - (50) (50)
Sale of other investments - 3 3
Acquisition consideration paid 27 (25) (1) (2)
Net cash flows from investment activities (29) (37) (30)
Financing activities:
Dividends paid 12 (84) (76) (113)
Dividends paid to non-controlling interests - - (2)
Dividend equivalent paid on equity share-based awards (2) (2) -
Own share acquired under share buyback (31) (17) (48)
Own shares acquired for employees trusts(4) (44) (6) (8)
Proceeds from sale of shares under employee schemes 6 - (2)
Repayment of Vendor Loan Notes - (39) (39)
Fund received from issue of Sterling Notes 22 248 - -
Repayment/repurchase of Sterling Notes 22 (231) (37) (37)
Bank facility arrangement fees and debt issue costs (1) (1) (1)
Payment of lease liabilities (11) (14) (27)
Net cash flows from financing activities (150) (192) (277)
Net (decrease)/increase in cash and overdrafts 22 (155) (102) 46
Cash and overdrafts 1,066 1,019 1,019
at the beginning of the period
Effect of foreign exchange rate changes 22 (44) (4) 1
Cash and overdrafts 867
at the end of the period 913 1,066
Cash and cash equivalents 22 878 933 1,068
Overdrafts 22 (11) (20) (2)
867 913 1,066
1 Extract from the Group's 2024 Annual Report and Accounts.
2 The cashflow statement has been restated for H1 2024 to correct for the
dividend receivable declared by associates which were treated as dividends
received under investing activities. Cashflow from operating activities has
also been adjusted with a similar amount as these dividends were also included
in working capital movements under other receivables. This results in a £10m
reduction of cashflow from investing activities and a £10m increase in
cashflow from operating activities.
3 Sales of financial assets are reported net and classified as investing
activities reflecting the requirement of the Group to hold structural
financial assets in support of business requirements.
4 Includes £19m relating to the settlement of forward purchases of own shares.
As at 31 December 2024, the liability was reported in 'Other creditors'.
Notes to the Condensed Consolidated Financial Statements
for the six months ended 30 June 2025
1. General information
The condensed consolidated financial information for the six months ended 30
June 2025 should be read in conjunction with the statutory Group Financial
Statements of TP ICAP Group plc (Group) for the year ended 31 December 2024
(the '2024 Group Financial Statements') which were prepared in accordance with
International Financial Reporting Standards ('IFRS') as adopted by the United
Kingdom ('UK-IFRS') and IFRS as adopted by the European Union ('EU-IFRS').
UK-IFRS and EU-IFRS differ in certain respects from each other, however, the
differences have no material impact for the relevant reporting periods.
Companies (Jersey) Law 1991 permits financial statements to be prepared in
accordance with EU-IFRS.
The 2024 Group Financial Statements have been reported on by the Group's
auditor, PricewaterhouseCoopers LLP ('PwC LLP'), and have been delivered to
the Registrar of Companies. The report of the auditor on those financial
statements was unqualified, did not draw attention to any matters by way of
emphasis and did not contain a statement under Article 113A of the Companies
(Jersey) Law 1991.
The interim information, together with the comparative information contained
in this report do not constitute statutory financial statements within the
meaning of Article 105 of the Companies (Jersey) Law 1991. The 30 June 2024
and 2025 financial information is unaudited but has been reviewed by the
Group's auditor, PwC LLP, and their report in respect of the 30 June 2025
financial information appears at the end of the Interim Management
Report. The financial information for 31 December 2024 has been extracted
from the Group's 2024 Annual Report and Accounts.
2. Basis of preparation
(a) Basis of accounting
The condensed consolidated financial information for the six months ended 30
June 2025 has been prepared in accordance with the Disclosure and Transparency
Rules ('DTR') of the Financial Conduct Authority, with IAS 34 'Interim
Financial Reporting' as adopted by both the United Kingdom ('UK') and the
European Union ('EU') and has been prepared using accounting policies
consistent with the 2024 Group Financial Statements unless stated otherwise.
The Condensed Consolidated Financial Statements have been prepared on the
historical cost basis, except for the revaluation of certain financial
instruments and investment properties held at fair values at the end of each
reporting period.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.
Accordingly, the going concern basis continues to be used in preparing these
Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements are rounded to the nearest
million pounds (expressed as £m), except where otherwise indicated.
(b) Basis of consolidation
The Group's Condensed Consolidated Financial Statements incorporate the
financial information of the Group, and entities controlled by the Group, made
up to each reporting period. Under IFRS 10 control is achieved where the Group
exercises power over an entity, is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to use its
power to affect the returns from the entity.
3. Summary of significant accounting policies
(a) Accounting policies
The accounting policies applied in these Condensed Consolidated Financial
Statements are the same as those applied in the Group's Consolidated Financial
Statements as at and for the year ended 31 December 2024 unless stated
otherwise.
The following new Standards and Interpretations, endorsed by the UK
Endorsement Board and European Commission, are effective from 1 January 2025
but they do not have a material effect on the Group's Condensed Consolidated
Financial Statements:
• Amendments to IAS 21 'The Effects of Changes in Foreign Exchange Rates': Lack
of Exchangeability (applicable from 1 January 2025).
(b) Use of estimates and judgements
For the year ended 31 December 2024 the Group's significant accounting
estimates and critical judgements, which are stated on pages 105 and 168 to
169 of the 2024 Annual Report and Accounts, were those that relate to
provisions for liabilities, the disclosure of contingent liabilities, and the
impairment of goodwill and intangible assets. These remain the relevant
estimates and judgement for the reporting period.
(c) Change in accounting policy
In 2024, the Group changed its accounting policy regarding the presentation of
net foreign exchange gains and losses, net foreign exchange derivative gains
and losses and other non-administrative gains and losses. Prior to 31 December
2024 these items were reported within 'General and administrative expenses'.
The change has been to report these items separately in 'Other gains/losses'
or, for exchange gains and losses on foreign currency borrowings and related
derivatives, as part of 'Finance costs'.
The Group believes that the accounting policy change results in a more
relevant and reliable presentation of its Income Statement. In particular, the
change:
• Removes volatility from 'General and administrative expenses', facilitating
uniform trend analysis and permitting a simpler understanding of that line
item;
• Adds clarity by the addition of a separate line item 'Other gains/losses' for
the reporting of these items; and
• More accurately reflects the Group's treasury risk management and financing
activities, with exchange gains and losses on foreign currency borrowings
together with fair value gains and losses on related derivatives reported
within 'Finance costs'.
4. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.
The total amounts owed to and from associates at 30 June 2025 are shown below
represents £14m of transactions during the period and a loan balance of £3m.
The highest value of amounts owed by associates in the period ended 30 June
2025 was £17m (30 June 2024: £15m).
Revenues for brokerage services to joint ventures during the period ended 30
June 2025 were £2m (30 June 2024: £3m).
The total amounts owed to and from related parties at 30 June 2025 are set out
below:
Amounts owed by Amounts owed to
Related party balances 30 June 30 June 31 December 30 June 30 June 31 December
2025 2024 2024 2025 2024 2024
(restated)(1,2) (restated)(1)
£m £m £m £m £m £m
Associates 17 14 4 - - -
Joint Ventures - - - (3) (5) (3)
1 The balance as at 30 June 2024 were not published in the 30 June Interim 2024
report and are presented here for comparative purposes.
2 Amounts owed by associates and joint ventures as at 30 June 2024 have been
restated to include £10m previously reported in other debtors.
The amounts outstanding are unsecured and will be settled in cash. No
guarantees have been given or received. No provisions have been made for
doubtful debts in respect of the amounts owed by related parties.
5. Segmental analysis
Products and services from which reportable segments derive their revenues
The Group has a matrix management structure. The Group's Chief Operating
Decision Maker ('CODM') is the Executive Committee ('ExCo') which operates as
a general executive management committee under the direct authority of the
Board. The ExCo members regularly review operating activity on a number of
bases, including by business division and by legal ownership which is
structured geographically reflecting individual entities region of
incorporation.
The balance of the CODM review of operating activity and allocation of the
Group's resources is primarily focused on business division and this is
considered to represent the most appropriate view for the assessment of the
nature and financial effects of the business activities in which the Group
engages.
Whilst the Group's primary operating segments are by business division,
individual entities and the legal ownership of such entities continue to
operate with discrete management teams, decision making, and governance
structures. Each regional sub-group has its own independent governance
structure including CEOs, board members and sub-group regional Conduct and
Governance Committees with separate autonomy of decision making and the
ability to challenge the implementation of Group level strategy and
initiatives within each region. In the EMEA regional sub-group in particular,
there are also independent non-executive directors on the regional Board of
Directors that further strengthen the independence and judgement of the
governance framework.
5. Segmental analysis (continued)
Information regarding the Group's primary operating segments is reported
below:
Analysis by primary operating segment
Six months ended 30 June 2025 Global Broking Energy & Commodities Liquidnet Parameta Solutions Corporate Total
£m £m £m £m £m £m
Revenue
- External 699 236 195 94 - 1,224
- Inter-division 13 2 - 6 (21) -
712 238 195 100 (21) 1,224
Total front office costs
- External (429) (169) (120) (41) - (759)
- Inter-division (6) - - (15) 21 -
(435) (169) (120) (56) 21 (759)
Contribution 277 69 75 44 - 465
Net management and support costs (128) (37) (37) (8) (36) (246)
Other losses - - - - (5) (5)
Other operating income 2 - - - 4 6
Adjusted EBITDA 151 32 38 36 (37) 220
Depreciation and amortisation expense (20) (5) (5) - (6) (36)
Adjusted EBIT 131 27 33 36 (43) 184
Six months ended 30 June 2024 Global Broking Energy & Commodities Liquidnet Parameta Solutions Corporate Total
(Restated) (1)
(restated)(1)
(restated)(1)
(restated)(1)
£m £m £m £m £m £m
Revenue
- External 636 242 171 95 - 1,144
- Inter-division 11 2 - 2 (15) -
647 244 171 97 (15) 1,144
Total front office costs
- External(1) (392) (167) (105) (37) - (701)
- Inter-division (2) - - (13) 15 -
(394) (167) (105) (50) 15 (701)
Other gains(1) 2 - - - - 2
Contribution 255 77 66 47 - 445
Net management and support costs(1) (130) (39) (37) (7) (28) (241)
Other losses(1) - - - - (2) (2)
Other operating income 1 - - - 3 4
Adjusted EBITDA 126 38 29 40 (27) 206
Depreciation and amortisation expense (16) (5) (5) (1) (9) (36)
Adjusted EBIT 110 33 24 39 (36) 170
1 As set out in Note 3(c), the Group changed its accounting policy regarding the
presentation of certain gains and losses. The impact of these changes has been
as follows:
a In Global Broking contribution, 'Total front office costs' increased by £2m,
with a £2m gain reported in 'Other gains'.
b In Corporate, 'Net Management and support costs' reduced by £2m, with £2m
losses reported in 'Other losses'.
5. Segmental analysis (continued)
Year ended 31 December 2024 Global Broking Energy & Commodities Liquidnet Parameta Solutions Corporate Total
£m £m £m £m £m £m
Revenue
- External 1,250 458 354 191 - 2,253
- Inter-division 24 3 - 7 (34) -
1,274 461 354 198 (34) 2,253
Total front office costs
- External (781) (319) (218) (72) - (1,390)
- Inter-division (7) - - (27) 34 -
(788) (319) (218) (99) 34 (1,390)
Other gains 4 - - - - 4
Contribution 490 142 136 99 - 867
Net management and support costs (253) (76) (75) (13) (56) (473)
Other losses - - - - (6) (6)
Other operating income 2 - - - 8 10
Adjusted EBITDA 239 66 61 86 (54) 398
Depreciation and amortisation expense (34) (10) (8) (3) (19) (74)
Adjusted EBIT 205 56 53 83 (73) 324
5. Segmental analysis (continued)
Analysis of significant items
Significant items that enable comparisons due to their size, nature or
frequency, are reviewed separately by Management. They are excluded from
divisional results in order to provide additional understanding, comparability
and predictability of the underlying trends of the business, to arrive at
adjusted operating and profit measures.
Six months ended 30 June 2025 Restructuring Disposals, acquisitions and investment in new businesses Settlements and Other significant items Total
and other related costs provisions in
connection with
legal and
regulatory
matters
£m £m £m £m £m
Employment, compensation and benefits costs 2 1 - - 3
(Reversal) relating to significant legal and regulatory settlements - - (5) - (5)
Other general and administration costs 12 13 2 - 27
Total included within general and administration costs 12 13 (3) - 22
Amortisation of intangible assets - 20 - - 20
Total included within operating costs 14 34 (3) - 45
Other (gains)/losses - (1) - - (1)
Total included within EBIT 14 33 (3) - 44
Total significant items before tax 14 33 (3) - 44
Taxation of significant items (13)
Total significant items 31
Restructuring and related costs
Restructuring and related costs arise from initiatives to reduce the ongoing
cost base and improve efficiency to enable the delivery of our strategic
priorities. These initiatives are significant in size and nature to warrant
exclusion from adjusted measures. Costs for other smaller scale restructuring
are retained within both reported and adjusted results.
Disposals, acquisitions and investment in new businesses
Costs and any income related to disposals, acquisitions and investments in new
business are transaction dependent and can vary significantly year-on-year,
depending on the size and complexity of each transaction. Amortisation of
purchased and developed software is contained in both the reported and
adjusted results as these are considered to be core to supporting the
operations of the business.
Settlements and provisions in connection with legal and regulatory matters
Costs and recoveries related to certain legal and regulatory cases are treated
as significant items due to their size and nature. Management considers these
cases separately due to the judgements and estimation involved, the costs and
recoveries of which could vary significantly year-on-year.
Other significant items
Costs and remeasurements of provisions held in respect of obligations for
employee long-term absence benefits are treated as significant items.
Management considers these cases separately due to the judgements and
estimation involved, the costs and recoveries of which could vary
significantly over an extended duration and year-on-year.
5. Segmental analysis (continued)
Analysis of significant items (continued)
Six months ended 30 June 2024 Restructuring Disposals, acquisitions and investment in new businesses Settlements and Other significant items Total
and other related costs provisions in
connection with
legal and
regulatory
matters
£m £m £m £m £m
Employment, compensation and benefits costs - 1 - - 1
Premises and related costs 1 - - - 1
Charge relating to significant legal and regulatory settlements - - 7 - 7
Net foreign exchange and derivative losses - 1 - - 1
Other general and administration costs/(income)(1) - 1 - (1) -
Total included within general and administration costs/(income) 1 2 7 (1) 9
Depreciation and impairment of PPE and ROUA 6 - - - 6
Amortisation and impairment of intangible assets - 21 - - 21
Total included within operating costs 7 24 7 (1) 37
Other (gains)/losses(1) 2 - - - 2
Total included within EBIT 9 24 7 (1) 39
Included in finance expense - 1 - - 1
Total significant items before tax 9 25 7 (1) 40
Taxation of significant items (8)
Total significant items 32
1 The 'Other (gains)/losses' were previously reported as part of the 'other
general and administration costs' within the 'restructuring and other related
costs' category of significant items. No change to the total significant items
for the period.
5. Segmental analysis (continued)
Analysis of significant items (continued)
Year ended 31 December 2024 Restructuring Disposals, acquisitions and investment in new businesses Settlements and Other significant items Total
and other related costs provisions in
connection with
legal and
regulatory
matters
£m £m £m £m £m
Employment, compensation and benefits costs 3 5 - - 8
Premises and related costs 1 - - - 1
Charge relating to significant legal and regulatory settlements - - 8 - 8
Other general and administration costs 7 15 - 4 26
Total included within general and administration costs 8 15 8 4 35
Depreciation and impairment of PPE and ROUA 6 - - - 6
Amortisation and impairment of intangible assets - 42 - - 42
Total included within operating costs 17 62 8 4 91
Other gains (3) - - - (3)
Total included within EBIT 14 62 8 4 88
Included in finance expense - 1 - - 1
Total significant items before tax 14 63 8 4 89
Taxation on significant items (17)
Total significant items after tax 72
Impairment of investment in associates 2
Total significant items 74
5. Segmental analysis (continued)
Adjusted profit reconciliation
Six months ended 30 June 2025 Adjusted Significant items Reported
£m £m £m
Earnings before interest and taxation 184 (44) 140
Net finance costs (17) - (17)
Profit before tax 167 (44) 123
Taxation (46) 13 (33)
Profit after tax 121 (31) 90
Share of profit from associates and joint ventures 11 - 11
Profit for the period 132 (31) 101
Six months ended 30 June 2024 Adjusted Significant items Reported
£m £m £m
Earnings before interest and taxation 170 (39) 131
Net finance costs (10) (1) (11)
Profit before tax 160 (40) 120
Taxation (46) 8 (38)
Profit after tax 114 (32) 82
Share of profit from associates and joint ventures 11 - 11
Profit for the period 125 (32) 93
Year ended 31 December 2024 Adjusted Significant items Reported
£m £m £m
Earnings before interest and taxation 324 (88) 236
Net finance costs (21) (1) (22)
Profit before tax 303 (89) 214
Taxation (80) 17 (63)
Profit after tax 223 (72) 151
Share of profit from associates and joint ventures 21 (2) 19
Profit for the period 244 (74) 170
5. Segmental analysis (continued)
Revenue by type
Six months ended 30 June 2025 Global Broking Energy & Commodities Liquidnet Parameta Solutions Eliminations Total
£m £m £m £m £m £m
Name Passing brokerage(1) 537 211 12 - - 760
Executing Broker brokerage 5 23 47 - - 75
Matched Principal brokerage(2) 157 2 95 - - 254
Introducing Broker brokerage - - 41 - - 41
Data & Analytics price information fees 13 2 - 100 (21) 94
712 238 195 100 (21) 1,224
Six months ended 30 June 2024 Global Broking Energy & Commodities Liquidnet Parameta Solutions Eliminations Total
£m £m £m £m £m £m
Name Passing brokerage(1) 487 216 8 - - 711
Executing Broker brokerage 7 24 39 - - 70
Matched Principal brokerage(2) 142 2 76 - - 220
Introducing Broker brokerage - - 48 - - 48
Data & Analytics price information fees 11 2 - 97 (15) 95
647 244 171 97 (15) 1,144
Year ended 31 December 2024 Global Broking Energy & Commodities Liquidnet Parameta Solutions Eliminations Total
£m £m £m £m £m £m
Name Passing brokerage 955 407 17 - - 1,379
Executing Broker brokerage 14 47 82 - - 143
Matched Principal brokerage(2) 281 4 167 - - 452
Introducing Broker brokerage - - 88 - - 88
Data & Analytics price information fees 24 3 - 198 (34) 191
1,274 461 354 198 (34) 2,253
1 Name passing brokerage includes other broking revenue of £10m, as defined in
the Note 3 of the 2024 Annual Report and Accounts, (H1 2024: £10m) in
Global Broking, £7m (H1 2024: £9m) in Energy & Commodities and £10m (H1
2024: £9m) in Liquidnet.
2 Matched Principal revenue arises from net margins and execution income on the
purchase and sale of matched principal mandatorily measured at FVTPL.
6. Operating costs
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
(restated)(1)
£m £m £m
Broker compensation costs 558 518 1,009
Other staff costs 186 181 356
Share-based payment charge 26 20 39
Employee compensation and benefits 770 719 1,404
Technology and related costs 108 115 218
Premises and related costs 14 14 27
(Reversal)/charge relating to significant legal and regulatory settlements (3) 7 8
Remeasurement of long-term employee benefit - (1) -
Impairment losses on trade receivables 3 1 3
Other administrative costs(1) 138 97 246
General and administrative expenses 260 233 502
Depreciation of property, plant and equipment ('PPE') 9 10 19
Depreciation of right-of-use assets ('ROUA') 9 11 23
Depreciation of PPE and ROUA 18 21 42
Impairment of property, plant and equipment ('PPE') - 1 1
Impairment of right-of-use assets ('ROUA') - 5 5
Impairment of PPE and ROUA - 6 6
Amortisation of other intangible assets 18 15 30
Amortisation of intangible assets arising on consolidation 20 21 42
Amortisation of intangibles assets 38 36 72
Impairment of other intangible assets - - 2
Impairment of intangible assets - - 2
1,086 1,015 2,028
1 As set out in Note 3(c), the Group changed its accounting policy regarding the
presentation of certain gains and losses. The impact of these changes has been
as follows
a Foreign exchange losses from operating activities (£3m loss), fair value
gains on financial assets and liabilities held at FVTPL (£3m) and other
losses (£2m) were reclassified to 'Other gains/losses' (Note 8).
b Additionally, foreign exchange gains on borrowings (£3m) and losses on
exchange derivatives related to finance activities (£3m) were reclassified to
'Finance costs' (Note 10).
7. Other operating income
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Business relocation grants 1 1 2
Employee-related insurance receipts 1 1 3
Employee contractual receipts 2 - 1
Operating sub-leases income 1 - -
Management fees from associates - 1 1
Other receipts 1 1 3
6 4 10
8. Other gains/(losses)
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Fair value adjustment to investment property (1) - (9)
Foreign exchange (FX) losses on operating activities (9) (3) (5)
Gains on FX forward contracts classified as operating 5 - -
Gain on remeasurement on finance lease liabilities - - 12
Net fair value gains on financial assets at FVTPL - 3 3
Other items 1 (2) -
(4) (2) 1
9. Finance income
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Interest and similar income 18 19 40
Interest on finance lease receivables 1 1 2
19 20 42
10. Finance costs
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
(restated)(1)
£m £m £m
Interest and fees on bank facilities 1 1 3
Interest and fees on loan facilities 1 - 1
Early repayment fees related to Sterling Notes 2 - -
Interest on Sterling Notes May 2026 6 7 13
Interest on Sterling Notes November 2028 3 3 7
Interest on Sterling Notes April 2030 10 10 20
Interest on Sterling Notes June 2032 1 - -
Interest on Liquidnet Vendor Loan Notes - 1 -
Other interest - - 1
Amortisation of debt issue and bank facility costs 1 1 3
Borrowing costs 25 23 48
Interest on lease liabilities 11 8 15
Net exchange gains on foreign currency borrowings - (3) (1)
Losses on FX forward contracts classified as financing - 3 2
36 31 64
1 In H1 2024, finance costs have been restated to reflect the reclassification
of certain gains and losses from operating costs - please refer to Note 3(c).
Specifically, foreign exchange gains on borrowings (£3m) and losses from
foreign exchange derivatives relating to financing activities (£3m) were
reclassified from operating costs.
11. Earnings per share
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
Basic 13.4p 12.0p 22.1p
Diluted 12.8p 11.6p 21.3p
The calculation of basic and diluted earnings per share is based on the
following number of shares:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
No. (m) No. (m) No. (m)
Basic weighted average shares 737.9 761.5 756.9
Contingently issuable shares 33.6 21.3 28.8
Diluted weighted average shares 771.5 782.8 785.7
The earnings used in the calculation of basic and diluted earnings per share
are set out below:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Earnings for the period/year 101 93 170
Non-controlling interests (2) (2) (3)
Earnings attributable to equity holders of the parent 99 91 167
12. Dividends
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Amounts recognised as distributions to
equity holders in the period:
Final dividend for the year ended 31 December 2023 of 10.0p per share - 76 76
Interim dividend for the year ended 31 December 2024 of 4.8p per share - - 37
Final dividend for the year ended 31 December 2024 of 11.3p per share 84 - -
84 76 113
An interim dividend of 5.2 pence will be paid to eligible shareholders on 7
November 2025, with an ex-dividend and record date of 2 October 2025 and 3
October 2025, respectively.
During the period, the Trustees of the TP ICAP plc EBT and the TP ICAP Finance
Plc Employee Benefit Trust waived their rights to dividends. Dividends are not
payable on shares held in Treasury on the relevant record dates.
13. Intangible assets arising on consolidation
Goodwill Other Total
£m £m £m
As at 1 January 2025 1,159 408 1,567
Recognised with acquisitions (Note 27) 36 2 38
Amortisation of acquisition related intangibles - (20) (20)
Effect of movements in exchange rates (35) (13) (48)
As at 30 June 2025 1,160 377 1,537
As at 30 June 2025 the gross cost of goodwill and other intangible assets
arising on consolidation amounted to £1,455m and £802m respectively (31
December 2024: £1,456m and £813m). Cumulative amortisation and impairment
charges amounted to £295m for goodwill and £425m for other intangible assets
arising on consolidation (31 December 2024: £296m and £405m).
Goodwill
Goodwill arising through business combinations is allocated to groups of
cash-generating units ('CGUs'), reflecting the lowest level at which the Group
monitors and tests goodwill for impairment purposes. The CGU groupings are as
follows:
30 June 31 December 2024
2025
£m £m
Goodwill allocated to CGU grouping
Global Broking(1) 561 556
Energy & Commodities 160 151
Parameta Solutions 328 334
Liquidnet - Agency Execution 39 42
Liquidnet - Equities 72 76
1,160 1,159
1 Includes the goodwill acquired in the period, please see note 27
'Acquisitions'.
The Group's annual impairment testing of its CGUs is undertaken each
September. Between annual tests the Group reviews each CGU for impairment
triggers that could adversely impact the valuation of the CGU and, if
necessary, undertakes additional impairment testing. As at 30 June 2025 no
impairment triggers were identified.
Other intangible assets
Other intangible assets at 30 June 2025 represent customer relationships,
business brands and trademarks that arise through business combinations.
14. Trade and other receivables
30 June 30 June 31 December
2025 2024 2024
(restated)(1,2)
£m £m £m
Trade Receivables 334 332 294
Amounts due from clearing organisations 17 31 22
Deposits paid for securities borrowed 2,950 2,733 2,497
Finance lease receivable 3 4 6
Other debtors(2) 45 42 32
Contract assets(1) 11 10 12
Owed by associates and joint ventures(2) 17 14 4
Prepayments 155 126 126
Corporation tax 13 6 5
3,545 3,298 2,998
1 'Contract assets' of £10m as at 30 June 2024 were previously reported as
'Accrued income'.
2 Amounts 'Owed by associates and joint ventures' as at 30 June 2024 have been
restated to include £10m previously reported in 'Other debtors'.
Deposits paid for securities borrowed arise on collateralised stock lending
transactions. Such trades are complete only when both the collateral and stock
for each side of the transaction are returned. The above analysis reflects the
receivable side of such transactions. Corresponding deposits received for
securities loaned are shown in 'Trade and other payables'. The Group measures
loss allowances for these balances under the general approach reflecting the
probability of default based on the credit rating of the counterparty,
expected period of exposure, together with an assessment of the loss, after
the sale of collateral, that could arise as a result of default. As at 30 June
2025, the provision for expected credit losses amounted to less than £1m (31
December 2024: less than £1m).
The Group measures the loss allowance for trade receivables at an amount equal
to the lifetime expected credit loss. The expected credit losses on trade
receivables are estimated using a provision matrix by reference to past
default experience of the debtor and an analysis of the debtor's current
financial position, adjusted for factors that are specific to the debtors,
general economic conditions and an assessment of both the current as well as
the forecast direction of conditions at the reporting date.
15. Other non-current assets
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Finance lease receivables 20 25 21
Other receivables 6 4 6
Retirement benefit asset 2 2 2
Investment property 2 - 3
30 31 32
16. Financial assets and financial liabilities at fair value
through profit or loss
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Financial assets at fair value through profit or loss
Matched Principal financial assets 413 33 6
Fair value gains on unsettled Matched Principal transactions 477 459 165
890 492 171
Financial liabilities at fair value through profit or loss
Matched Principal financial liabilities (431) (7) (24)
Fair value losses on unsettled Matched Principal transactions (475) (455) (165)
(906) (462) (189)
£m £m £m
Notional contract amount of unsettled Matched Principal transactions
Unsettled Matched Principal Sales 60,597 110,396 27,137
Unsettled Matched Principal Purchases 60,581 110,366 27,155
Fair value gains and losses on unsettled Matched Principal transactions
represent the price movement between trade date and the reporting date on
regular way transactions prior to settlement. Matched Principal transactions
arise where securities are bought from one counterparty and simultaneously
sold to another counterparty. Settlement of such transactions is primarily on
a delivery vs. payment basis and typically take place within a few business
days of the transaction date according to the relevant market rules and
conventions.
The notional contract amounts of unsettled Matched Principal transactions
indicate the aggregate value of buy and sell transactions outstanding at the
balance sheet date.
The Group undertakes certain transactions in which the financial risks and
rewards of the related financial instruments are transferred to the Group
through derivative financial instruments, including total return swaps. During
such transactions, the Group simultaneously undertakes non-financing stock
borrowing and or lending, matched with a simultaneously outright sale or
purchase of the associated instrument. The matched financial assets and
liabilities arising from a purchase / lend or borrow / sale are measured at
fair value through profit or loss and are recognised separately in the
statement of financial position. In these instances, where the economic
substance of the combined stock borrow and derivative is to transfer the risks
and rewards of the related financial instrument to the Group, the stock borrow
and derivative are disclosed as a single Matched Principal financial asset.
Financial assets and liabilities are de-recognised once obligations under the
non-financing stock borrowing / lending transaction have been completed. As
of 30 June 2025, Matched Principal financial assets and Matched Principal
financial liabilities each include £384m (31 December 2024: £nil) relating
to such transactions. Accounting for these transactions is a new application
of the requirements of IFRS 9 ' Financial Instruments', the Group's accounting
policy on which is set out in Note 3(k) to the 2024 Annual Report and
Accounts.
17. Trade and other payables
30 June 30 June 31 December
2025 2024 2024
(restated)(1)
£m £m £m
Trade payables 40 48 39
Amounts due to clearing organisations 5 18 1
Deposits received for securities loaned 2,875 2,721 2,457
Other creditors 130 107 130
Accruals 387 354 401
Owed to associates and joint ventures 3 5 3
Tax and social security 35 26 33
Contract liabilities(1) 6 3 3
3,481 3,282 3,067
1 'Contract liabilities' of £3m as at 30 June 2024 were previously reported as
'Deferred income'.
18. Other non-current liabilities
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Forward purchase of own shares - - 18
Non-controlling interest put option liability 17 - -
Accruals, deferred income and other 4 2 4
Retirement benefit liability 3 4 3
Deferred consideration 1 - -
25 6 25
19. Interest bearing loans and borrowings
Current Non-current Total
30 June 2025 £m £m £m
5.25% £250m Sterling Notes due May 2026 20 - 20
2.625% £250m Sterling Notes due November 2028 1 248 249
7.875% £250m Sterling Notes due April 2030 4 248 252
6.375% £250m Sterling Notes due June 2032 1 247 248
26 743 769
30 June 2024
5.25% £250m Sterling Notes due May 2026 1 250 251
2.625% £250m Sterling Notes due November 2028 1 248 249
7.875% £250m Sterling Notes due April 2030 4 247 251
6 745 751
31 December 2024
5.25% £250m Sterling Notes due May 2026 2 249 251
2.625% £250m Sterling Notes due November 2028 1 248 249
7.875% £250m Sterling Notes due April 2030 4 247 251
7 744 751
19. Interest bearing loans and borrowings (continued)
Bank credit facilities and bank loans
The Group has a £350m committed revolving facility that matures in May 2027.
As at 30 June 2025, the revolving credit facility was undrawn. During the six
month period ended 30 June 2025, the maximum amount drawn was £158m (year
ended 31 December 2024: £76m), and the average amount drawn was £6m (year
ended 31 December 2024: £31m). Facility commitment fees of 0.70% on the
undrawn balance are payable on the facility. The Group utilises the credit
facility throughout the period to manage the group's short term liquidity
requirements. The turnover is quick and the volume is large and resultant
flows are presented net in the Group's cash flow statement in accordance with
IAS 7 'Cash Flow'.
Credit facility and loans
The Group has a Yen 20bn committed facility with The Tokyo Tanshi Co., Ltd, a
connected party, which has been extended and matures in August 2027.
As at 30 June 2025, the Yen 20bn committed facility equated to £101m and was
undrawn. During the six month period ended 30 June 2025, the maximum amount
drawn was Yen 20bn, £101m at June closing rates (year ended 31 December 2024:
Yen 20bn which equated to £102m as at December 2024 closing rates), and the
average amount drawn was Yen 5bn, £23m at June closing rates (year ended 31
December 2024 :Yen 9bn, £45m at December 2024 closing rates). The Group
utilises the credit facility throughout the year to manage the group's short
term liquidity requirements. The turnover is quick and the volume is large and
resultant flows are presented net in the Group's cash flow statement in
accordance with IAS 7 'Cash Flow'.
Bonds
In June 2025, the Group issued £250m Sterling Notes at a par value of £248m
maturing in 2032 under the Group's Euro Medium Term Note ('EMTN') programme.
The Notes were issued at a coupon rate of 6.375% and mature in June 2032. Most
of the proceeds were used to repay £231m of the 2026 Sterling Notes through a
tender offer process.
At 30 June 2025 the fair value of the Notes (Level 1) was £775m (31 December
2024: £735m).
Total interest expense on all bonds in issue was £20m for the period (30 June
2024: £20m) and accrued interest amounted to £6m (31 December 2024: £6m).
20. Lease liabilities
The maturity analysis of lease liabilities is as follows:
30 June 30 June 31 December 2024
2025 2024
£m £m £m
Year 1 44 46 44
Year 2 40 46 42
Year 3 33 39 33
Year 4 29 32 30
Year 5 25 31 34
Onwards 86 129 96
Undiscounted cashflows 257 323 279
Less: future interest expense (49) (90) (58)
208 233 221
Included in current liabilities 34 30 31
Included in non-current liabilities 174 203 190
208 233 221
21. Reconciliation of operating result to net cash flow from
operating activities
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
(restated)(1)
£m £m £m
Profit before tax 123 120 214
Add back: finance costs 36 31 64
Deduct: finance income (19) (20) (42)
Earnings before interest and taxation 140 131 236
Adjustments for:
> Share-based payment charge 26 12 33
> Depreciation of property, plant and equipment 9 10 19
> Impairment of property, plant and equipment - 1 1
> Depreciation of right-of-use assets 9 11 23
> Impairment of right-of-use assets - 5 5
> Amortisation of intangible assets 18 15 30
> Impairment of intangible assets - - 2
> Amortisation of intangible assets arising on consolidation 20 21 42
> Fair value investment in property 1 1 9
> Unrealised Gain on FX derivative instruments (1) - -
> Gain on remeasurement on finance lease liabilities - - (12)
Operating cash flows before movement in working capital 222 207 388
(Increase) in trade and other receivables (106) (59) (13)
(Increase)/decrease in net Matched Principal related balances (1) (2) 46
Increase in net balances with clearing organisations 7 18 10
(Increase) in net stock lending balances (38) (8) (38)
Increase in trade and other payables 11 22 69
(Decrease)/increase in provisions (2) 5 5
Cash flow generated from operating activities 93 183 467
1 The cashflow statement has been restated for H1 2024 to correct for the
dividend receivable declared by associates which were treated as dividends
received under investing activities. Cashflow from operating activities has
also been adjusted with a similar amount as these dividends were also included
in working capital movements under other receivables. This results in a £10m
reduction of cashflow from investing activities and a £10m increase in
cashflow from operating activities.
22. Analysis of net funds/(debt) including lease liabilities
1 January Cash Non-cash Exchange 30 June
2025 flow items differences 2025
£m £m £m £m £m
Cash and cash equivalents 1,068 (146) - (44) 878
Overdrafts (2) (9) - - (11)
1,066 (155) - (44) 867
Financial investments 160 (6) - (4) 150
Sterling Notes May 2026(1) (251) 231 - - (20)
Sterling Notes November 2028(2) (249) 3 (3) - (249)
Sterling Notes April 2030(2) (251) 10 (11) - (252)
Sterling Notes June 2032(3) - (248) - - (248)
Total debt excluding leases liabilities (751) (4) (14) - (769)
Lease liabilities(4) (221) 22 (19) 10 (208)
Total financing liabilities (972) 18 (33) 10 (977)
Net funds 254 (143) (33) (38) 40
1 Cash flow relates to principal repaid of £231m reported as cash flow from
financing activities.
2 Relates to interest paid reported as a cash outflow from operating activities.
3 Cash flow relates to the principal received of £248m reported as a cash
outflow from financing activities.
4 Relates to interest paid of £11m reported as cash outflow from operating
activities and principal paid of £11m reported as a cash outflow from
financing activities.
The signage of cash items will vary depending on whether they are classified
as assets or liabilities. A cash inflow for an asset is recorded with a
positive sign (cash outflow: negative sign). Conversely, cash inflow for a
liability is recorded with a negative sign (cash outflow: positive sign).
Cash and cash equivalents comprise cash at bank and other short term highly
liquid investments with an original maturity of three months or less. As at 30
June 2025 cash and cash equivalents, net of overdrafts, amounted to £867m (31
December 2024: £1,066m) of which £130m (31 December 2024: £176m) represent
amounts subject to restrictions and are not readily available to be used for
other purposes within the Group. Cash at bank earns interest at floating rates
based on daily bank deposit rates. Short term deposits are made for varying
periods of between one day and three months depending on the immediate cash
requirements of the Group, and earn interest at the respective short term
deposit rates.
Financial investments comprise government debt securities, term deposits and
restricted funds held with banks and clearing organisations.
Non-cash items represent interest expense, the amortisation of discount and
debt issue costs, and the recognition and derecognition of lease liabilities.
23. Provisions
Property Re-structuring Legal Total
and other
£m £m £m £m
At 1 January 2025 19 6 26 51
Charge to income statement - 4 (5) (1)
Utilisation of provisions - (3) (1) (4)
Effect of movements in exchange rates (1) - (1) (2)
At 30 June 2025 18 7 19 44
Included in current liabilities 11
Included in non-current liabilities 33
44
Property provisions outstanding as at 30 June 2025 relate to provisions in
respect of building dilapidations and represent the estimated cost of making
good dilapidations and disrepair on various leasehold buildings and are
expected to be utilised over the next 9 years.
Restructuring provisions outstanding as at 30 June 2025 relate to termination
and other employee related costs. It is expected that these obligations will
continue to be discharged by 2025.
Legal and other provisions include provisions for legal claims brought against
subsidiaries of the Group together with provisions against obligations for
certain long-term employee benefits and non-property related onerous
contracts. At present the timing and amount of any payments are uncertain
and provisions are subject to regular review. It is expected that the
obligations will be discharged over the next 15 years.
Commodities and Futures Trading Commission - Bond issuances investigation
In April 2025 the Commodities and Futures Trading Commission ('CFTC') closed
its investigation into certain Group entities with no resultant action being
taken against the Group. The provision held in connection with the
investigation has been released during the period.
The Group entities were responding to an investigation by the CFTC in relation
to the pricing of issuances utilising certain of TP ICAP's indicative broker
pricing screens and certain recordkeeping matters including in relation to
employee use of personal devices for business communications and other books
and records matters.
24. Contingent liabilities
Contingent liabilities represent material cases, investigations or other
matters where the Group considers the risk of a material outflow is possible,
but not probable, or where the Group assesses and reports the risk to be
probable, but are unable to make a reliable estimate to establish a provision.
Labour claims - ICAP Brazil
ICAP do Brasil Corretora De Títulos e Valores Mobiliários Ltda ('ICAP
Brazil') is a defendant in 3 (31 December 2024: 4) pending lawsuits filed in
the Brazilian Labour Court by persons formerly associated with ICAP Brazil
seeking damages under various statutory labour rights accorded to employees
and in relation to various other claims including wrongful termination, breach
of contract and harassment (together the 'Labour Claims'). The Group estimates
the maximum potential aggregate exposure in relation to the Labour Claims,
including any potential social security tax liability, to be BRL 0.5m (£0.1m)
(31 December 2024: BRL 3.6m (£0.5m)). The Group is the beneficiary of an
indemnity from NEX in relation to any liabilities in respect of one of the 3
Labour Claims insofar as they relate to periods prior to completion of the
Group's acquisition of ICAP Global Broking Business. The Labour Claims are at
similar and final stages of their respective proceedings and are pending the
court's decision on appeal. The Group intends to contest liability in each of
these matters and to vigorously defend itself. It is not practicable at
present to provide a reliable estimate of any potential financial impact on
the Group.
Flow case - Tullett Prebon Brazil
In December 2012, Flow Participações Ltda and Brasil Plural Corretora de
Câmbio, Títulos e Valores ('Flow') initiated a lawsuit against Tullett
Prebon Brasil Corretora de Valores e Câmbio Ltda and Tullett Prebon Holdings
do Brasil Ltda alleging that the defendants have committed a series of unfair
competition misconducts, such as the recruitment of Flow's former employees,
the illegal obtainment and use of systems and software developed by the
plaintiffs, as well as the transfer of technology and confidential information
from Flow and the collusion to do so in order to increase profits from
economic activities. The amount currently claimed is BRL 460m (£61.5m) (31
December 2024: BRL 435m (£56.2m)). The Group intends to vigorously defend
itself but there is no certainty as to the outcome of these claims. Currently,
the case is in an early expert testimony phase. It is not practicable at
present to provide a reliable estimate of any potential financial impact on
the Group.
Yen LIBOR Class actions
The Group is currently defending the following LIBOR related actions:
(i) Stichting LIBOR Class Action
On 15 December 2017, the Stichting Elco Foundation, a Netherlands-based claim
foundation, filed a writ initiating litigation in the Dutch court in Amsterdam
on behalf of institutional investors against ICAP Europe Limited ('IEL'), ICAP
plc, Cooperative Rabobank U.A., UBS AG, UBS Securities Japan Co. Ltd, Lloyds
Banking Group plc, and Lloyds Bank plc. The litigation alleges manipulation by
the defendants of the JPY LIBOR, GBP LIBOR, CHF LIBOR, USD LIBOR, EURIBOR,
TIBOR, SOR, BBSW and HIBOR benchmark rates, and seeks a declaratory judgment
that the defendants acted unlawfully and conspired to engage in improper
manipulation of benchmarks. If the plaintiffs succeed in the action, the
defendants would be responsible for paying costs of the litigation, but each
allegedly impacted investor would need to prove its own actual damages. It is
not possible at this time to determine the final outcome of this litigation,
but IEL has factual and legal defences to the claims and intends to defend the
lawsuit vigorously. A hearing took place on 18 June 2019 on Defendants motions
to dismiss the proceedings. On 14 August 2019 the Dutch Court issued a ruling
dismissing ICAP plc (now NEX Group Plc) from the case entirely but keeping
certain claims against IEL relating solely to JPY LIBOR. On 9 December 2020,
the Dutch Court issued a final judgement dismissing the Foundation's claims in
their entirety. In March 2024, the Appellate Court reinstated the majority of
the claims that the lower Court had dismissed. In April 2024, defendants filed
an application for an immediate appeal of the Appellate Court's decision to
the Dutch Supreme Court. This application remains pending a decision. The
Group is covered by an indemnity from NEX (ICAP Plc's successor) in relation
to any outflow in respect of the ICAP entities with regard to these matters.
It is not practicable to estimate any potential financial impact in respect of
this matter at this time.
24. Contingent liabilities (continued)
(ii) Euribor Class Action
On 13 August 2015, ICAP Europe Limited, along with ICAP plc, was named as a
defendant in a Fourth Amended Class Action Complaint filed in the United
States District Court by lead plaintiff Stephen Sullivan asserting claims of
Euribor manipulation. Defendants briefed motions to dismiss for failure to
state a claim and lack of jurisdiction, which were fully submitted as of 23
December 2015. On 21 February 2017, the Court issued a decision dismissing a
number of foreign defendants, including ICAP Europe Limited and NEX
International plc (previously ICAP plc now NEX International Limited), out of
the lawsuit on the grounds of lack of personal jurisdiction. Because the
action continued as to other defendants, the dismissal decision for lack of
personal jurisdiction has not yet been appealed. However, the plaintiffs
announced on 21 November 2017 that they had reached a settlement with the two
remaining defendants in the case. As a part of their settlement, the two bank
defendants have agreed to turn over materials to the plaintiffs that may be
probative of personal jurisdiction over the previously dismissed foreign
defendants. The remaining claims in the litigation were resolved by a
settlement which the Court gave final approval to on 17 May 2019. Plaintiffs
filed a notice of appeal on 14 June 2019, appealing the prior decisions on the
motion to dismiss and the denial of leave to amend. Defendants filed a
cross-notice of appeal on 28 June 2019 appealing aspects of the Court's prior
rulings on the motion to dismiss that were decided in the Plaintiffs' favour.
These appeals have been stayed since August 2019 pending a ruling in an
unrelated appellate matter involving similar issues. In December 2021, the
unrelated appeal was decided and the stay of the appeal and cross appeal was
lifted and commencing in May 2022 a briefing schedule was implemented. The
motions have been fully briefed but the appeal and cross appeal are not
anticipated to be ruled upon until later in 2025 or later. It is not
practicable to predict the ultimate outcome of this action or to provide an
estimate of any potential financial impact. The Group is covered by an
indemnity from NEX in relation to any outflow in respect of the ICAP entities
with regard to these matters.
ICAP Securities Limited, Frankfurt branch - Frankfurt Attorney General
administrative proceedings
On 19 December 2018, ICAP Securities Limited, Frankfurt branch ('ISL') (now TP
ICAP Markets Limited) was notified by the Attorney General's office in
Frankfurt that it had commenced administrative proceedings against ISL and
criminal proceedings against former employees and a former director of ISL, in
respect of aiding and abetting tax evasion by Rafael Roth Financial
Enterprises GmbH ('RRFE'). It is possible that a corporate administrative fine
may be imposed on ISL and earnings derived from the alleged criminal offence
confiscated. ISL is engaging with the Frankfurt prosecutor's requests. This
investigation is complicated as the majority of relevant records are held by
NEX who failed to disclose its engagement with the relevant authorities prior
to the sale of ICAP to Tullett Prebon in 2016. The Group issued proceedings
against NEX in respect of breach of warranties under the sale and purchase
agreement in connection with the IGBB acquisition in relation to these
matters. The claim against NEX has been settled on confidential terms. ISL
continues to engage with the Frankfurt prosecutor to provide the additional
information requested. However, details of the alleged wrongdoing and any
related earnings are not yet available, and it is not practicable at present
to provide a reliable estimate of any potential financial impact on the Group.
ICAP Securities Limited and The Link Asset and Securities Company Limited -
Proceedings by the Cologne Public Prosecutor
On 11 May 2020, TP ICAP learned that proceedings have been commenced by the
Cologne Public prosecutor against ICAP Securities Limited ('ISL') (now TP ICAP
Markets Limited) and The Link Asset and Securities Company Ltd ('Link') in
connection with criminal investigations into individuals suspected of aiding
and abetting tax evasion between 2004 and 2012 relating to certain so called
'cum ex' transactions. It is possible that the Cologne Public Prosecutor may
seek to impose an administrative fine against ISL or Link and confiscate the
earnings that ISL or Link allegedly derived from the underlying alleged
criminal conduct by the relevant individuals. ISL and Link have appointed
external lawyers to advise them.
24. Contingent liabilities (continued)
ICAP Securities Limited and The Link Asset and Securities Company Limited -
Proceedings by the Cologne Public Prosecutor (continued)
The Group issued proceedings against NEX in respect of breach of warranties
under the sale and purchase agreement in connection with the IGBB acquisition
in relation to these matters. The claim against NEX has been settled on
confidential terms. Since the Cologne proceedings are at an early stage,
details of the alleged wrongdoing or case against ISL and Link are not yet
available, and it is not practicable at present to provide a reliable estimate
of any potential financial impact on the Group.
Portigon AG v. TP ICAP plc
TP ICAP plc (now TP ICAP Finance plc) was a defendant in an action filed by
Portigon AG in July 2021 in the Supreme Court of the State of New York County
of Nassau alleging losses relating to certain so called 'cum ex' transactions
allegedly arranged by the Group between 2005 and 2007. In June 2022, the Court
dismissed the action for lack of personal jurisdiction. In July 2022, the
plaintiffs filed a motion with the Court for reconsideration as well as a
notice of appeal. The plaintiff's motion for reconsideration was denied and
the plaintiffs have appealed the dismissal of its claims. In May 2025,
Portigon withdrew its appeal and the matter is now closed.
Portigon AG v. TP ICAP Markets Limited
In July 2025, the Group became aware of the filing of a Summons with Notice by
Portigon AG against TP ICAP Markets Limited. The Group has not yet been served
and the complaint has not been filed as of this date. The Group intends to
contest liability in the matter and to vigorously defend itself. It is not
practicable to predict the ultimate outcome of this action or to provide an
estimate of any potential financial impact. The Group issued proceedings
against NEX in respect of breach of warranties under the sale and purchase
agreement in connection with the IGBB acquisition in relation to these
matters. The claim against NEX has been settled on confidential terms.
MM Warburg & CO (AG & Co.) KGaA and others v. TP ICAP Markets Limited
and others
TP ICAP Markets Limited ('TPIM') and The Link Asset and Securities Company
Limited ('Link') are defendants in a claim filed in Hamburg by Warburg on 31
December 2020, but which only reached TPIM and Link on 26 October 2021. The
claim relates to certain German 'cum-ex' transactions that took place between
2007 and 2011. In relation to those transactions Warburg has refunded EUR 185
million to the German tax authorities and is subject to a criminal
confiscation order of EUR 176.5 million. It has also been ordered to repay a
further EUR 60.8 million to the German tax authorities and is subject to a
related civil claim for EUR 48.8 million. Warburg's claims are based primarily
on joint and several liability (Warburg having now dropped claims initially
advanced in tort and most of the claims initially advanced in contract).
TPIM/Link filed their defence in April 2022 and received Warburg's reply to
the defence in September 2022. TPIM/Link filed their rejoinder in response to
Warburg's reply to TPIM/Link's defence on 6 December 2023. 30 October 2024,
the Hamburg Court issued a non-binding final notice giving preliminary views
on the claim with further submissions prior to a hearing held in January 2025.
The Court issued a partial judgment on 5 March 2025 dismissing certain claims
and deciding certain matters. It postponed judgment on certain other matters.
Although all claims against Link have been dismissed, TP ICAP is appealing the
judgment against TPIM. As the outcome remains uncertain and cannot be reliably
estimated, the Group has not recognised a provision at this time. Due to the
level of uncertainty, it is not practicable to estimate any potential
financial impact in respect of this matter.
24. Contingent liabilities (continued)
General note
The Group operates in a wide variety of jurisdictions around the world and
uncertainties therefore exist with respect to the interpretation of complex
regulatory, corporate and tax laws and practices of those territories.
Accordingly, and as part of its normal course of business, the Group is
required to provide information to various authorities as part of informal and
formal enquiries, investigations or market reviews. From time to time the
Group's subsidiaries are engaged in litigation in relation to a variety of
matters. The Group's reputation may also be damaged by any involvement or the
involvement of any of its employees or former employees in any regulatory
investigation and by any allegations or findings, even where the associated
fine or penalty is not material.
Save as outlined above in respect of legal matters or disputes for which a
provision has not been made, notwithstanding the uncertainties that are
inherent in the outcome of such matters, currently there are no individual
matters which are considered to pose a significant risk of material adverse
financial impact on the Group's results or net assets.
The Group establishes provisions for taxes other than current and deferred
income taxes, based upon various factors which are continually evaluated, if
there is a present obligation as a result of past events, it is probable that
an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate of the amount of the obligation can be
made.
In the normal course of business, certain of the Group's subsidiaries enter
into guarantees and indemnities to cover trading arrangements and/or the use
of third-party services or software.
The Group is party to numerous contractual arrangements with its suppliers
some of which, in the normal course of business, may become subject to dispute
over a party's compliance with the terms of the arrangement. Such disputes
tend to be resolved through commercial negotiations but may ultimately result
in legal action by either or both parties.
25. Financial instruments
(a) Categorisation of financial assets and liabilities
FVTPL FVTOCI FVTOCI equity instruments Total
trading instruments debt instruments Amortised carrying
cost amount
Financial Assets
30 June 2025 £m £m £m £m £m
Non-current financial assets
measured at fair value
Equity securities - - 15 - 15
Corporate debt securities - 2 - - 2
Non-current financial assets not measured at fair value
Finance lease receivables - - - 20 20
Other receivables - - - 6 6
- 2 15 26 43
Current financial assets
measured at fair value
Matched Principal financial assets 413 - - - 413
Fair value gains on unsettled Matched Principal transactions 477 - - - 477
Government debt securities - 70 - - 70
Current financial assets not measured at fair value(1)
Term deposits - - - 80 80
Other debtors - - - 45 45
Owed by associates and joint ventures - - - 17 17
Trade receivables - - - 334 334
Amounts due from clearing organisations - - - 17 17
Deposits paid for securities borrowed - - - 2,950 2,950
Finance lease receivables - - - 3 3
Cash and cash equivalents - - - 878 878
890 70 - 4,324 5,284
Total financial assets 890 72 15 4,350 5,327
1 The Directors consider that the carrying value of current assets not measured
at fair value approximates to their fair value
25. Financial instruments (continued)
(a) Categorisation of financial assets and liabilities (continued)
FVTOCI
equity instruments
FVTPL FVTOCI Total
Financial Assets (restated)(1) trading instruments debt instruments Amortised carrying
cost amount
30 June 2024 £m £m £m £m £m
Non-current financial assets
measured at fair value
Equity securities - - 16 - 16
Corporate debt securities - 2 - - 2
Non-current financial assets not measured at fair value
Finance lease receivables - - - 25 25
Other receivables - - - 4 4
- 2 16 29 47
Current financial assets
measured at fair value
Matched Principal financial assets 33 - - - 33
Fair value gains on unsettled Matched Principal transactions 459 - - - 459
Government debt securities - 66 - - 66
Current financial assets
not measured at fair value(2)
Term deposits - - - 108 108
Other debtors(1) - - - 42 42
Accrued income - - - 10 10
Owed by associates and joint ventures(1) - - - 14 14
Trade receivables - - - 332 332
Amounts due from clearing organisations - - - 31 31
Deposits paid for securities borrowed - - - 2,733 2,733
Finance lease receivables - - - 4 4
Cash and cash equivalents - - - 933 933
492 66 - 4,207 4,765
Total financial assets 492 68 16 4,236 4,812
1 Amounts owed by associates and joint ventures as at 30 June 2024 have been
restated to include £10m previously reported in other debtors.
2 The Directors consider that the carrying value of current assets not measured
at fair value approximates to their fair value.
25. Financial instruments (continued)
(a) Categorisation of financial assets and liabilities (continued)
FVTOCI
equity instruments
FVTPL FVTOCI Total
Financial Assets trading instruments debt instruments Amortised carrying
cost amount
31 December 2024 £m £m £m £m £m
Non-current financial assets
measured at fair value
Equity securities - - 16 - 16
Corporate debt securities - 2 - - 2
Non-current financial assets not measured at fair value
Finance lease receivables - - - 21 21
Other receivables - - - 6 6
- 2 16 27 45
Current financial assets
measured at fair value
Matched Principal financial assets 6 - - - 6
Fair value gains on unsettled Matched Principal transactions 165 - - - 165
Government debt securities - 66 - - 66
Current financial assets
not measured at fair value(1)
Term deposits - - - 94 94
Other debtors - - - 32 32
Owed by associates and joint ventures - - - 4 4
Trade receivables - - - 294 294
Amounts due from clearing organisations - - - 22 22
Deposits paid for securities borrowed - - - 2,497 2,497
Finance lease receivables - - - 6 6
Cash and cash equivalents - - - 1,068 1,068
171 66 - 4,017 4,254
Total financial assets 171 68 16 4,044 4,299
1 The Directors consider that the carrying value of current assets not measured
at fair value approximates to their fair value.
25. Financial instruments (continued)
(a) Categorisation of financial assets and liabilities (continued)
Financial Liabilities Mandatorily at FVTPL Other financial liabilities Total
carrying amount
Non-current Current Non-current Current
30 June 2025 £m £m £m £m £m
Financial liabilities
measured at fair value
Matched Principal financial liabilities - 431 - - 431
Fair value losses on unsettled Matched Principal transactions - 475 - - 475
Deferred consideration 1 - - - 1
1 906 - - 907
Financial liabilities
not measured at fair value(1)
Overdraft - - - 11 11
Sterling Notes May 2026 - - - 20 20
Sterling Notes November 2028 - - 248 1 249
Sterling Notes April 2030 - - 248 4 252
Sterling Notes June 2032 - - 247 1 248
Other creditors 17 - - 130 147
Accruals(2) - - - 113 113
Owed to associates and joint ventures - - - 3 3
Trade payables - - - 40 40
Amounts due to clearing organisations - - - 5 5
Deposits received for securities borrowed - - - 2,875 2,875
Lease liabilities - - 174 34 208
17 - 917 3,237 4,171
Total financial liabilities 18 906 917 3,237 5,078
1 The Directors consider that the carrying value of financial liabilities not
measured at fair value, excluding lease liabilities and loans and borrowings,
approximates to their fair values. Amounts payable under lease liabilities are
disclosed in 'Lease liabilities' (Note 20), and the fair values of loans and
borrowings are disclosed in 'Interest bearing loans and borrowings' (Note 19).
2 Accruals of £274m representing employment related obligations at the
reporting date, are not recorded as financial liabilities.
25. Financial instruments (continued)
(a) Categorisation of financial assets and liabilities (continued)
Financial Liabilities Mandatorily at FVTPL Other financial liabilities Total
carrying amount
Non-current Current Non-current Current
30 June 2024 £m £m £m £m £m
Financial liabilities
measured at fair value
Matched Principal financial liabilities - 7 - - 7
Fair value losses on unsettled Matched Principal transactions - 455 - - 455
- 462 - - 462
Financial liabilities
not measured at fair value(1)
Overdrafts - - - 20 20
Sterling Notes May 2026 - - 250 1 251
Sterling Notes November 2028 - - 248 1 249
Sterling Notes April 2030 - - 247 4 251
Other creditors - - - 107 107
Accruals(2) - - 2 90 92
Owed to associates and joint ventures - - - 5 5
Trade payables - - - 48 48
Amounts payable to clearing organisations - - - 18 18
Deposits received for - - - 2,721 2,721
securities loaned
Lease liabilities - - 203 30 233
- - 950 3,045 3,995
Total financial liabilities - 462 950 3,045 4,457
1 The Directors consider that the carrying value of financial liabilities not
measured at fair value, excluding lease liabilities and loans and borrowings,
approximates to their fair values. Amounts payable under lease liabilities are
disclosed in 'Lease liabilities' (Note 20), and the fair values of loans and
borrowings are disclosed in 'Interest bearing loans and borrowings' (Note 19).
2 Accruals of £264m representing employment related obligations at the
reporting date, are not recorded as financial liabilities.
25. Financial instruments (continued)
(a) Categorisation of financial assets and liabilities (continued)
Financial Liabilities Mandatorily at FVTPL Other financial liabilities Total
carrying amount
Non-current Current Non-current Current
31 December 2024 £m £m £m £m £m
Financial liabilities
measured at fair value
Matched Principal financial liabilities - 24 - - 24
Fair value losses on unsettled Matched Principal transactions - 165 - - 165
- 189 - - 189
Financial liabilities
not measured at fair value(1)
Overdrafts - - - 2 2
Sterling Notes May 2026 - - 249 2 251
Sterling Notes November 2028 - - 248 1 249
Sterling Notes April 2030 - - 247 4 251
Other creditors - - 18 130 148
Accruals(2) - - - 109 109
Owed to associates and joint ventures - - - 3 3
Trade payables - - - 39 39
Amounts payable to clearing organisations - - - 1 1
Deposits received for - - - 2,457 2,457
securities loaned
Lease liabilities - - 190 31 221
- - 952 2,779 3,731
Total financial liabilities - 189 952 2,779 3,920
1 The Directors consider that the carrying value of financial liabilities not
measured at fair value, excluding lease liabilities and loans and borrowings,
approximates to their fair values. Amounts payable under lease liabilities are
disclosed in 'Lease liabilities' (Note 20), and the fair values of loans and
borrowings are disclosed in 'Interest bearing loans and borrowings' (Note 19).
2 Accruals of £296m representing employment related obligations at the
reporting date, are not recorded as financial liabilities.
25. Financial instruments (continued)
(b) Maturity profile of financial liabilities
As at 30 June 2025, the contractual maturities, including future interest
obligations, of the Group's financial liabilities were as follows:
Contractual maturities of financial and lease liabilities Between Between Total
Less than 3 and 12 1 and 5 Over contractual
3 months months years 5 years cash flows
30 June 2025 £m £m £m £m £m
Settlement of open Matched Principal purchases(1) 60,581 - - - 60,581
Deposits received for securities loaned 2,875 - - - 2,875
Trade payables 40 - - - 40
Amounts due to clearing organisations 5 - - - 5
Other creditors 107 19 4 17 147
Accruals 113 - - - 113
Owed to associates and joint ventures 3 - - - 3
Lease liabilities 7 37 127 86 257
Overdraft 11 - - - 11
Sterling Notes May 2026 - 20 - - 20
Sterling Notes November 2028 - 7 266 - 273
Sterling Notes April 2030 - 20 309 - 329
Sterling Notes June 2032 - 8 354 362
Deferred consideration - - 1 - 1
63,742 111 1,061 103 65,017
1 Settlement of open Matched Principal purchases represents the payment in
exchange for Matched Principal financial assets pending their onward sale. The
onward sale results in inflows from the settlement of related open Matched
Principal sales.
30 June 2024
Matched Principal financial liabilities 7 - - - 7
Settlement of open Matched Principal purchases 110,366 - - - 110,366
Deposits received for 2,721 - - - 2,721
securities loaned
Trade payables 48 - - - 48
Amount due to clearing organisations 18 - - - 18
Other creditors 107 - - - 107
Accruals 90 - 2 - 92
Owed to associates and joint venture 5 - - - 5
Lease liabilities 11 35 148 129 323
Overdrafts 20 - - - 20
Sterling Notes May 2026 - 13 263 - 276
Sterling Notes November 2028 - 7 273 - 280
Sterling Notes April 2030 - 20 78 270 368
113,393 75 764 399 114,631
25. Financial instruments (continued)
(b) Maturity profile of financial liabilities (continued)
Contractual maturities of financial and lease liabilities Between Between Total
Less than 3 and 12 1 and 5 Over contractual
3 months months years 5 years cash flows
31 December 2024 £m £m £m £m £m
Settlement of open Matched Principal purchases(1) 27,155 - - - 27,155
Deposits received for 2,457 - - - 2,457
securities loaned
Trade payables 39 - - - 39
Amount due to clearing organisations 1 - - - 1
Other creditors 111 20 18 - 149
Accruals 109 - - - 109
Owed to associates and joint venture 3 - - - 3
Lease liabilities 11 33 139 96 279
Overdrafts 2 - - - 2
Sterling Notes May 2026 - 13 257 - 270
Sterling Notes November 2028 - 7 270 - 277
Sterling Notes April 2030 - 20 339 - 359
29,888 93 1,023 96 31,100
1 Settlement of open Matched Principal purchases represents the payment in
exchange for Matched Principal financial assets pending their onward sale. The
onward sale results in inflows from the settlement of related open Matched
Principal sales.
25. Financial instruments (continued)
(c) Fair value measurements recognised in the statement of
financial position
The following table provides an analysis of the financial instruments that are
measured subsequent to initial recognition at fair value, grouped into Levels
1 to 3 based on the degree to which the fair value is observable:
· Level 1 fair value measurements are those derived from quoted
prices (unadjusted) in active markets for identical assets or liabilities;
· Level 2 fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
· Level 3 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
Level 1 Level 2 Level 3 Total
30 June 2025 £m £m £m £m
Non-financial assets measured at fair value
Investment property - - 2 2
Financial assets measured at fair value
Matched Principal financial assets 38 375 - 413
Fair value gains on unsettled Matched Principal transactions 477 - - 477
Equity instruments - 8 7 15
Corporate debt securities - - 2 2
Government debt securities 70 - - 70
Financial liabilities measured at fair value
Matched Principal financial liabilities (422) (9) - (431)
Fair value losses on unsettled Matched Principal transactions (475) - - (475)
Deferred consideration - - (1) (1)
Other creditors - - (17) (17)
(312) 374 (7) 55
30 June 2024
Financial assets measured at fair value
Matched Principal financial assets 33 - - 33
Fair value gains on unsettled Matched Principal transactions 459 - - 459
Equity instruments - 9 7 16
Corporate debt securities - - 2 2
Government debt securities 66 - - 66
Financial liabilities measured at fair value
Matched Principal financial liabilities (7) - - (7)
Fair value losses on unsettled Matched Principal transactions (455) - - (455)
96 9 9 114
25. Financial instruments (continued)
(c) Fair value measurements recognised in the statement of
financial position (continued)
Level 1 Level 2 Level 3 Total
31 December 2024 £m £m £m £m
Non-financial assets measured at fair value
Investment properties - - 3 3
Financial assets measured at fair value
Matched Principal financial assets 6 - - 6
Fair value gains on unsettled Matched Principal transactions 165 - - 165
Equity instruments - 9 7 16
Corporate debt securities - - 2 2
Government debt securities 66 - - 66
Financial liabilities measured at fair value
Fair value losses on unsettled Matched Principal transactions (165) - - (165)
Deferred consideration - - - -
72 9 12 93
In deriving the fair value of equity and derivative instruments valuation
models were used which incorporated observable market data. There were no
significant inputs used in these models that were unobservable. There is no
material sensitivity to unobservable inputs used in these models.
The fair value of deferred consideration is based on valuation models
incorporating unobservable inputs reflecting the estimated performance
conditions specific to each acquisition. Inputs are based on management's
financial forecasts for the relevant performance condition and relevant
duration. As inputs are acquisition specific outcomes can vary from that used
to estimate fair values at a reporting date. Where deferred consideration is
non-contingent, or where conditions have been met but unsettled at the year
end, such amounts are included as Level 2.
There were no transfers between Level 1 and 2 during the year.
Reconciliation of Level 3 fair value measurements:
Investment Properties (at FVTPL) Equity instruments Debt securities Deferred consideration and other liabilities Total
(at FVTPL)
(at FVTOCI) (at FVTOCI)
£m £m £m £m £m
Balance as at 1 January 2025 3 7 2 - 12
Net change in fair value - charged to income statement(1) (1) - - - (1)
Additions during the year - - - (18) (18)
Balance as at 30 June 2025 2 7 2 (18) (7)
1 Included in 'Administrative expenses' for items at FVTPL.
26. Reconciliation of shareholders' funds
(a) Share capital, Share premium account.
The following table shows an analysis of the changes in share capital, share
premium and merger reserve attributable to the equity shareholders of TP ICAP
Group plc.
Share capital
£m
Balance as at 1 January 2025 199
Balance as at 30 June 2025 199
(b) Other reserves
Re-organisation reserve Revaluation reserve Hedging and translation Treasury shares Own shares Total
£m £m £m £m £m £m
Balance as at 1 January 2025 (946) 4 22 (77) (52) (1,049)
Exchange differences on translation of foreign operations - - (102) - - (102)
Equity investments at FVTOCI - 1 - - - 1
- net change in fair value
Total comprehensive income/(loss) - 1 (102) - - (101)
Own shares acquired for employee trust - - - - (25) (25)
Share settlement of equity settled share-based awards - - - - 36 36
Shares transferred for use of settlement of share awards - - - 21 (21) -
Own shares acquired under share buyback - - - (31) - (31)
Balance as at 30 June 2025 (946) 5 (80) (87) (62) (1,170)
Treasury shares
During the period, as part of the Group's share buyback programmes, the Group
repurchased 11,707,892 ordinary shares (30 June 2024: 8,028,403 ordinary
shares), representing 1.6% (30 June 2024: 1.0%) of the shares in issue, at a
cost of £31m (30 June 2024: £17m). At 30 June 2025 there were 40,406,492
treasury shares with a fair value of £110m.
Own shares
Own shares represent shares purchased directly from the market or transferred
from treasury shares and that are used to settle equity share-based awards
under the Group's various employee share plans. During the period, the Group
purchased 9,359,772 ordinary shares (30 June 2024: nil) representing 1.2% (30
June 2024: nil) of the shares in issue at a cost of £25m (30 June 2024: nil).
7,400,000 shares at a cost of £19m were delivered under a forward purchase
agreement concluded in the second half of 2024. The obligation and shares
under the forward purchase were included within trade and other payables and
own shares, respectively, as at 31 December 2024. During the period,
10,000,000 ordinary shares (30 June 2024: nil) were transferred from treasury
shares at an average repurchase cost of £21m (30 June 2024: nil). 16,046,289
shares were used to settle awards under the Group's various share plans at an
average share purchase cost of £36m.
26. Reconciliation of shareholders' funds (continued)
(c) Total equity
Attributable to the equity holders of the parent
Total from 26(a) Total from 26(b) Retained earnings Total Non-controlling interests Total equity
£m £m £m £m £m £m
Balance as at 1 January 2025 199 (1,049) 2,910 2,060 18 2,078
Profit for the period - - 99 99 2 101
Exchange differences on translation of foreign operations - (102) - (102) (1) (103)
Equity investments at FVTOCI - 1 - 1 - 1
- net change in fair value
Total comprehensive income/(loss) - (101) 99 (2) 1 (1)
Dividends paid - - (84) (84) - (84)
Own shares acquired for employee trust - (25) - (25) - (25)
Share settlement of equity settled share-based awards - 36 (36) - - -
Proceeds from sale of shares under employee share schemes - - 6 6 - 6
Dividend equivalents paid on equity settled share-based awards - - (2) (2) - (2)
Non-controlling interest arising from acquisitions(1) - - - - 10 10
Recognition of put option liability(1) - - (7) (7) (10) (17)
Own shares acquired under share buyback - (31) - (31) - (31)
Credit arising on equity settled share-based awards - - 26 26 - 26
Balance as at 30 June 2025 199 (1,170) 2,912 1,941 19 1,960
1 The recognition and derecognition of the non-controlling interest disclosed in
the table above took place concurrently on acquisition. Please refer to note
27 'Acquisitions'.
27. Acquisitions
Subsidiaries acquired during the year
Neptune Networks Limited Acquisition
On 30 May 2025 the Group acquired control of Neptune Networks Limited a data
and connectivity platform which facilitates the exchange of high quality data
between credit market participants, and develops data products for use by
those participants. Neptune Networks Limited has been consolidated in the
Group's financial statements. Consideration of £23m was paid in cash for the
Group's 70% interest and with the remaining 30% being a share-for-share
exchange with a consortium of banks recognised as non-controlling interest of
£10m at fair value (see Note 26). In connection with the acquisition the
Group has written a put option which provides the banks the ability to sell
back their shares between years 5 and 7, subject to the fulfilment of certain
option conditions. The put option has been accounted for as a £17m
non-current liability on acquisition (see note 18), at its redemption value,
with a corresponding reduction in the non-controlling interest in Note 26. The
preliminary fair value of the identifiable net liabilities acquired were £1m,
and preliminary valuation of customer relationships of £2m resulting in the
recognition of goodwill of £32m. The fair-value of identifiable assets and
liabilities are preliminary and may be subject to change during the 12 month
measurement period permitted by IFRS 3 Business Combinations. The impact of
the acquisition on the half year results as if acquired from the beginning of
the year is immaterial. Costs of the acquisition have been expensed and
reported in Other administrative costs in Note 6.
Other Acquisitions
On 6 June 2025 the Group entered into an agreement to acquire the business of
Cambridge International, a 13 broker credit business based in both the United
State of America and the United Kingdom. Consideration of £2m was paid in
cash with deferred consideration of £1m payable over a three year period
subject to revenue targets. The fair value of the identifiable assets and
liabilities acquired were negligible, resulting in the recognition of goodwill
of £3m, attributable to the highly skilled workforce and the business's
reputation.
28. Events after the balance sheet date
On the 30 July 2025, the Yen 20bn committed facility with The Tokyo Tanshi
Co., Ltd has been extended by 6 months and matures in August 2027.
On the 6 August 2025 the Group announced a further £30m share buy back and an
interim dividend of 5.2 pence per share (Note 12).
Statement of Directors' Responsibilities
Each of the Directors who are Directors as at the date of this Statement of
Directors' Responsibilities confirm to the best of their knowledge that:
· the condensed set of financial statements has been prepared in
accordance with UK and EU adopted IAS 34 'Interim Financial Reporting', IAS 34
'Interim Financial Reporting' as issued by the International Accounting
Standards Board ('IASB') and IAS 34 'Interim Financial Reporting' as adopted
by the European Union;
· the condensed set of financial statements gives a true and fair
view of the assets, liabilities, financial position and profit or loss of the
Group as required by DTR 4.2.4R; and
· the Interim Management Report herein includes a fair review of
the information required by DTR 4.2.7R and DTR 4.2.8R.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial information differs from legislation in other jurisdictions.
By order of the Board
Robin Stewart
Chief Financial Officer
6 August 2025
Independent review report to TP ICAP Group plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed TP ICAP Group plc's condensed consolidated interim financial
statements (the "interim financial statements") in the Interim management
report of TP ICAP Group plc for the 6 month period ended 30 June 2025 (the
"period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with International Accounting Standard 34,
'Interim Financial Reporting' as adopted by the European Union, UK adopted
International Accounting Standard 34, 'Interim Financial Reporting', and the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority.
The interim financial statements comprise:
· the Condensed Consolidated Balance Sheet as at 30 June 2025;
· the Condensed Consolidated Income Statement for the period then
ended;
· the Condensed Consolidated Statement of Comprehensive Income for the
period then ended;
· the Condensed Consolidated Cash Flow Statement for the period then
ended;
· the Condensed Consolidated Statement of Changes in Equity for the
period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim management report of
TP ICAP Group plc have been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting' as adopted by the
European Union, UK adopted International Accounting Standard 34, 'Interim
Financial Reporting', and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Interim management report
and considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim management report, including the interim financial statements, is
the responsibility of, and has been approved by the directors. The directors
are responsible for preparing the Interim management report in accordance with
the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority. In preparing the Interim management
report, including the interim financial statements, the directors are
responsible for assessing the group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the group or to cease operations, or have no realistic alternative
but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Interim management report based on our review. Our
conclusion, including our Conclusions relating to going concern, is based on
procedures that are less extensive than audit procedures, as described in the
Basis for conclusion paragraph of this report. This report, including the
conclusion, has been prepared for and only for the company for the purpose of
complying with the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority and for no other purpose. We
do not, in giving this conclusion, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in
writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
6 August 2025
ALTERNATIVE PERFORMANCE MEASURES
Alternative performance measures ('APMs') are complementary to measures
defined within International Financial Reporting Standards ('IFRS') and are
used by Management to explain the Group's business performance and financial
position. They include common industry metrics, as well as measures Management
and the Board consider are useful to enhance the understanding of its
performance and allow meaningful comparisons between periods, Regions and
Business Segments. The APMs reported are monitored consistently across the
Group to manage performance on a monthly basis.
APMs, defined below, are considered important in measuring the delivery of the
Group's strategic priorities. Detailed reconciliations of APMs to their
nearest IFRS Income Statement equivalents and adjusted APMs can be found in
this section, if not readily identifiable elsewhere within this Interim
Statement.
The APMs the Group uses are:
Term Definition
Adjusted attributable earnings Earnings attributable to the equity holders of the parent less significant
items and taxation on significant items.
Adjusted earnings Reported earnings less significant items and taxation on significant items.
Used interchangeably with Adjusted profit for the period or Adjusted post-tax
earnings
Adjusted earnings per share Adjusted earnings less earnings attributable to non-controlling interests,
divided by the weighted number of shares in issue.
Adjusted EBIT Earnings before net interest, tax significant items and share of equity
accounted investments' profit after tax. Used interchangeably with adjusted
operating profit.
Adjusted EBIT margin Adjusted EBIT margin is adjusted EBIT expressed as a percentage of reported
revenue and is calculated by dividing adjusted EBIT by reported revenue for
the period.
Adjusted EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible
assets, significant items and share of equity accounted investments' profit
after tax.
Adjusted net finance expense Net finance expense excluding finance income and finance costs included as
significant items.
Adjusted performance Measure of performance excluding the impact of significant items.
Annual Recurring Revenue (ARR) The annualised value of subscription revenue as of the latest month of the
financial period. ARR is determined based on client contracts with recurring
future revenue arrangements
Attributable earnings Earnings attributable to the equity holders of the parent, being total
earnings less earnings attributable to non-controlling interests.
Constant currency Comparison of current period results with the prior period will be impacted by
movements in foreign exchange rates versus GBP, the Group's presentation
currency. In order to present an additional comparison of underlying
performance in the period, the Group retranslates foreign denominated prior
period results at current period exchange rates.
Contribution Contribution represents revenue less the direct costs of generating that
revenue. Contribution is calculated as the sum of Broking contribution and
Parameta Solutions contribution.
Contribution margin Contribution margin is contribution expressed as a percentage of reported
revenue and is calculated by dividing contribution by reported revenue.
Divisional contribution Represents Divisional revenues less Divisional front office costs, inclusive
of the revenue and front office costs internally generated between Global
Broking, Energy & Commodities and Parameta Solutions.
ALTERNATIVE PERFORMANCE MEASURES (Continued)
Term Definition
Divisional contribution margin Divisional contribution margin is Divisional contribution expressed as a
percentage of Divisional revenue and is calculated by dividing Divisional
contribution by Divisional revenue.
Earnings Used interchangeably with Profit for the period or year.
EBIT Earnings before net interest and tax. APM used interchangeably with 'operating
profit'.
EBIT margin EBIT margin is EBIT expressed as a percentage of reported revenue and is
calculated by dividing EBIT by reported revenue for the period.
EBITDA Earnings before net interest, tax, depreciation, amortisation of intangible
assets and share of equity accounted investments' profit after tax.
Net finance expense Reported finance income less reported finance costs.
Significant items Items that distort year-on-year and operating-to-operating segment
comparisons, which are excluded in order to provide additional understanding,
comparability and predictability of the underlying trends of the business, to
arrive at adjusted operating and profit measures.
Significant items include the amortisation of acquired intangible assets as
similar charges on internally generated assets are not included within the
reported results as these cannot be capitalised under IFRS. This is despite
the adjusted measure including the revenue related to the acquired
intangibles.
Significant items do not include the amortisation of purchased and developed
software and is retained in both the reported and adjusted results as these
are considered to be core to supporting the operations of the business. This
is because there are similar comparable items included from purchased and
developed software in the reported results for ongoing businesses as well as
the acquired items.
Total dividend per share Represents the amount in pence paid or proposed on each ordinary share.
A.1 Operating costs by type
H1 2025 IFRS Significant Adjusted Allocated as Allocated as
Reported items Front Office Support
£m £m £m £m £m
Employment costs 770 (3) 767 589 178
General and administrative expenses 260 (22) 238 170 68
1,030 (25) 1,005 759 246
Depreciation of PPE and ROUA 18 - 18 - 18
Amortisation of intangible assets 38 (20) 18 - 18
1,086 (45) 1,041 759 282
H1 2024 IFRS Significant Adjusted Allocated as Allocated as
Reported items Front Office Support
(restated) (restated)
£m £m £m £m £m
Employment costs 719 (1) 718 546 172
General and administrative expenses(1) 233 (9) 224 155 69
952 (10) 942 701 241
Depreciation of PPE and ROUA 21 - 21 - 21
Impairment of PPE and ROUA 6 (6) - - -
Amortisation of intangible assets 36 (21) 15 - 15
Operating expenses 1,015 (37) 978 701 277
Year end 2024 IFRS Significant Adjusted Allocated as Allocated as
Reported items Front Office Support
£m £m £m £m £m
Employment costs 1,404 (8) 1,396 1,064 332
General and administrative expenses 502 (35) 467 326 141
1,906 (43) 1,863 1,390 473
Depreciation of PPE and ROUA 42 (6) 36 - 36
Impairment of PPE and ROUA 6 - 6 - 6
Amortisation of intangible assets 72 (42) 30 - 30
Impairment of intangible assets 2 - 2 - 2
Operating expenses 2,028 (91) 1,937 1,390 547
1 Reported general and administrative expenses of £2m were reclassified to
align with the change of presentation of foreign exchange gains and losses now
presented as 'Other gains/losses' and related derivatives reported as 'finance
expenses'.
A2. Adjusted earnings per share
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Adjusted profit (Note 5) 132 125 244
Non-controlling interests (2) (2) (3)
Adjusted attributable earnings 130 123 241
Weighted average number of shares (for Basic EPS - Note 11) 737.9 761.5 756.9
Adjusted Basic EPS 17.6p 16.2p 31.8p
Weighted average number of shares (for Diluted EPS - Note 11) 771.5 782.8 785.7
Adjusted Diluted EPS 16.9p 15.7p 30.7p
A3. Adjusted EBITDA and Contribution
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2025 2024 2024
£m £m £m
Adjusted EBIT (Note 5) 184 170 324
Add: Depreciation of PPE and ROUA (Note 6 and A1) 18 21 36
Add: Impairment of PPE and ROUA - - 6
Add: Amortisation of intangibles (Note 6 and A1) 18 15 30
Add: Impairment of - 2
Intangibles
-
Adjusted EBITDA 220 206 398
Less: Operating income (Note 7) (6) (4) (10)
Add: Other Losses 5 2 6
Add: Management and support costs (A1) 241 473
246
Contribution 465 445 867
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