REG - TP ICAP Group plc - Launch of second share buyback programme of £30m

TP IcapAnnouncement

12/03/2024 07:15

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RNS Number : 4274G  TP ICAP Group plc  12 March 2024

12 March 2024

 

TP ICAP Group plc

 

Launch of second share buyback programme of £30 million

 

Following the completion of its first buyback programme of £30 million in
January 2024 (the "First Buyback"), TP ICAP Group plc (the "Company" or "TP
ICAP") announces that it will commence a second share buyback programme,
starting today, of TP ICAP's ordinary shares of 25p each (the "Ordinary
Shares") for a maximum consideration of £30 million (the "Second Buyback",
together with the First Buyback, the "Buybacks"), in order to reduce the
capital of the Company and/or meet obligations under employee share schemes.
Ordinary Shares purchased under the Buyback that are not cancelled will have
their rights to dividend receipt waived by the Company.

 

The Second Buyback highlights the Board's confidence in the future prospects
of TP ICAP, reflects its strong financial position, and is consistent with its
dynamic capital management strategy, which is a key priority. This means
reducing our debt, and returning surplus capital to shareholders, subject to
our ongoing investment needs and balance sheet requirements.

 

TP ICAP is cash generative with a prudent capital management framework and the
Board believes the Second Buyback strikes the appropriate balance between the
continued and substantial investment in the Company's organic prospects such
as Fusion, Liquidnet Credit, and Parameta Solutions, alongside reducing debt
at a time when interest rates are high.

 

In line with the Company's clear dividend policy (a 50% pay-out ratio of
adjusted post-tax earnings), the Board is recommending a final dividend of
10.0 pence per share, up 27%, which would bring the total 2023 dividend to
14.8 pence, an increase of 19%. The final dividend will be paid to eligible
shareholders on 24 May 2024, with an ex-dividend and record date of 11 April
2024 and 12 April 2024, respectively.

 

In addition to the Buybacks, we freed up £100 million of cash before the end
of 2023, ahead of schedule. This cash is being used to reduce debt and other
financing obligations, lowering our future net finance costs, and increasing
our investment grade headroom.

 

Subject to the Company's balance sheet and investment needs, we are assessing
opportunities to free up more cash and pay down more debt, and/or return
additional capital to shareholders.

 

Any share purchases will be made by the Company within certain pre-set
parameters and in accordance with the general authority of the Company to
repurchase shares granted by shareholders at the Company's Annual General
Meeting held on 17 May 2023, which permits the Company to purchase no more
than  78,867,093 ordinary shares (or 10% of the issued share capital). The
Company bought back 16,925,189 shares in the First Buyback which was completed
on 3 January 2024.

 

The Second Buyback will be conducted in compliance with Chapter 12 of the
Financial Conduct Authority's Listing Rules and with European Union (EU)
Regulation No 596/2014 ("MAR") and the MAR buyback technical standards
(Commission Delegated Regulation (EU) 2016/1052) (the "Technical Standards"),
both of which form part of Retained EU Law as defined in the European Union
(Withdrawal) Act 2018.

 

The Company will initially rely on the safe harbour conditions for trading set
out in Article 3(2) and Article 3(3) of the Technical Standards. However, if
the safe harbour conditions were to constrain the Company's ability to
purchase the Second Buyback within the targeted timeframe given, for example,
share illiquidity, the Company may subsequently decide and announce its
intention to trade outside of the safe harbour conditions.

 

The Company has entered into an agreement with Peel Hunt LLP ("Peel Hunt")
under which it has issued instructions (that are irrevocable during any closed
period) to Peel Hunt to manage the Second Buyback as "matched" principal. Peel
Hunt will carry out the Company's instructions through the acquisition of
Ordinary Shares for subsequent repurchase by the Company. This arrangement is
in accordance with Chapter 12 of the FCA's Listing Rules and the Company's
general authority to repurchase Ordinary Shares. Peel Hunt will make its
trading decisions independently of, and uninfluenced by, the Company during
any closed periods of the Group.

 

Peel Hunt will undertake transactions in Ordinary Shares on any available
trading venue or on an over-the-counter basis in order to execute the Second
Buyback. Disclosure of such transactions will not be made by Peel Hunt as a
result of or as part of the Second Buyback, but Peel Hunt will continue to
make any disclosures it is otherwise legally required to make.

 

Details of any and all purchases made under the Second Buyback will be
provided via RNS announcements by no later than 7.30 a.m. on the business day
following the calendar day on which the purchase occurred and also published
in the regulatory news section of the Group's website.

 

 

 

Forward looking statements

 

This document contains forward looking statements with respect to the
financial condition, results and business of the Group. By their nature,
forward looking statements involve risk and uncertainty and there may be
subsequent variations to estimates. The Group's actual future results may
differ materially from the results expressed or implied in these
forward-looking statements.

 

 

Enquiries:

 

Group Company Secretary
Vicky Hart
Email: companysecretarial@tpicap.com

Analysts and investors
Dominic Lagan
Direct: +44 (0) 20 3933 0447

Email: dominic.lagan@tpicap.com (mailto: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.

 

 

 

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