REG - TP ICAP PLC - Announcement re: Rights Issue

TP IcapAnnouncement

07/01/2021 07:01

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RNS Number : 8954K  TP ICAP PLC  07 January 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OR ANY OF THE ABU DHABI GLOBAL MARKET, AUSTRALIA, THE
DUBAI INTERNATIONAL FINANCIAL CENTRE, JAPAN, SINGAPORE, SOUTH AFRICA,
SWITZERLAND, THE UNITED ARAB EMIRATES OR ANY OTHER STATE OR JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN IT SHALL CONSTITUTE AN OFFERING OF
ANY SECURITIES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE,
SELL OR OTHERWISE DISPOSE OF ANY PROVISIONAL ALLOTMENT LETTER, NIL PAID
RIGHTS, FULLY PAID RIGHTS, AND/OR NEW ORDINARY SHARES MUST BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE
PROSPECTUS ONCE PUBLISHED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

7 January 2021

 

TP ICAP PLC

2 FOR 5 FULLY UNDERWRITTEN RIGHTS ISSUE RAISING US$427 MILLION TO PART FUND
THE ACQUISITION OF LIQUIDNET

 

On 9 October 2020, TP ICAP plc ("TP ICAP" or the "Company" and together with
its subsidiaries, the "Group") announced the proposed acquisition of the
entire issued share capital of Liquidnet Holdings, Inc. ("Liquidnet" and,
together with its subsidiaries and the Group, the "Enlarged Group") for a
total consideration of between US$575 million and US$700 million, comprising
cash consideration of US$525 million (to be primarily financed via a rights
issue which was fully underwritten on a standby basis by HSBC Bank plc
("HSBC") from the date of that announcement) (subject to customary
adjustments) payable on completion of the Acquisition ("Completion"),
non-contingent deferred consideration of US$50 million and contingent
consideration of up to US$125 million (the "Acquisition").

The Acquisition creates a UK-headquartered, global financial markets
infrastructure provider. The Enlarged Group will be well-positioned to benefit
from powerful market structure trends related to buyside objectives, such as
achieving trade process efficiency and best execution, which are propelling
the rapid electronification of financial market trading across multiple asset
classes and, in particular, in the dealer-to-client segments of the Credit and
Rates markets.

Today, TP ICAP announces a fully underwritten rights issue, which is intended
to raise proceeds of approximately £315 million (approximately US$427
million(1)), to be used to fund the Acquisition (the "Rights Issue").

The Rights Issue is expected to result in the issue of 225,334,552 new
ordinary shares (representing approximately 40.0 per cent. of the existing
issued share capital of TP ICAP and 28.6 per cent. of the enlarged issued
share capital immediately following completion of the Rights Issue) (the "New
Ordinary Shares"). The Rights Issue will be on the following basis:

2 for 5 Rights Issue at 140.0 pence per New Ordinary Share.

The Acquisition is conditional on the approval of the shareholders of the
Company (the "Shareholders") at a general meeting of the Company which is to
be held on 1 February 2021 (the "General Meeting") and completion of the
Redomiciliation (as defined below).  A notice of the General Meeting will be
released with the circular in connection with the Acquisition (the "Circular")
and prospectus in connection with the Rights Issue (the "Prospectus"), which
are expected to be published today, subject to approval by the Financial
Conduct Authority (the "FCA"). Capitalised terms used but not defined herein
have the meanings assigned to them in the Prospectus.  The directors of TP
ICAP (the "Directors") unanimously consider that the resolution to approve the
Acquisition (the "Resolution") is in the best interests of TP ICAP and its
Shareholders and recommend that Shareholders vote in favour of the resolution.

Details of the Rights Issue

Pursuant to the Rights Issue, the Company is proposing to offer 225,334,552
New Ordinary Shares by way of a Rights Issue to Qualifying Shareholders (other
than to shareholders with a registered address or who are resident or located
in one of the Excluded Territories, subject to very limited exceptions). The
offer is to be made at 140.0 pence per New Ordinary Share (the "Rights Issue
Price"), payable in full on acceptance by no later than 11.00 a.m. on 16
February 2021. It is expected that Admission will occur and that dealings in
the New Ordinary Shares (nil paid) on the London Stock Exchange will commence
at 8.00 a.m. on 2 February 2021, the trading day after the General Meeting.

The Rights Issue is expected to raise proceeds of approximately £315 million
(approximately US$427 million). The Rights Issue Price represents a discount
of approximately 35.2 per cent. to the theoretical ex-rights price based on
the closing middle-market price of 246.6 pence per existing share on 6 January
2021 (being the latest business day before the announcement of the terms of
the Rights Issue).

The New Ordinary Shares, when issued and fully paid, will rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
dividends or distributions made, paid or declared with a record date after the
date of the issue of the New Ordinary Shares.  Applications will be made to
the FCA and to the London Stock Exchange for the New Ordinary Shares to be
admitted to the Official List and to trading on the London Stock Exchange.

Through the issue of the New Ordinary Shares, the Company expects to raise
gross proceeds of approximately £315 million (approximately US$427 million).
The aggregate expenses of, or incidental to, the Rights Issue to be borne by
the Company are estimated to be approximately £12.5 million, which the
Company intends to pay with existing resources.

 

Commenting on the launch of the rights issue, Nicolas Breteau, CEO of TP ICAP,
said:

"I am delighted to announce this next planned step in our process to acquire
Liquidnet. This acquisition is a unique opportunity to transform TP ICAP's
growth prospects by materially accelerating our stated strategy of
electronification, aggregation and diversification. We believe our two
businesses are highly complementary and the deal, when completed, will help us
to drive growth and shareholder value in the medium to long term."

 

Enquiries

For further information, please contact:

 

TP ICAP

 Al Alevizakos (Head of Investor Relations)  +44 (0) 799 991 2672

 Richard Newman (Head of Marketing &         +44 (0) 746 903 9307

 Communications)

 William Baldwin-Charles (Media              +44 (0) 783 452 4833

 Relations Director)

 

HSBC (Sole Sponsor, Sole Global Co-ordinator, Joint Financial Adviser and
Joint Corporate Broker to TP ICAP)

 Simon Alexander / Andrew Owens            +44 (0) 20 7991 8888

 BofA Securities (Lead Financial Adviser and Joint Bookrunner to TP ICAP)

Fraser Allan / Cara Griffiths  +44 (0) 20 7628 1000

JP Morgan (Joint Bookrunner and Joint Corporate Broker to TP ICAP)

Jeremy Capstick / Barry Meyers  +44 (0) 20 7742 4000

Peel Hunt (Joint Bookrunner and Joint Corporate Broker to TP ICAP)
 Andrew Buchanan / Jock Maxwell Macdonald  +44 (0) 20 7418 8900

JP Morgan (Joint Bookrunner and Joint Corporate Broker to TP ICAP)

 Jeremy Capstick / Barry Meyers  +44 (0) 20 7742 4000

Peel Hunt (Joint Bookrunner and Joint Corporate Broker to TP ICAP)

Andrew Buchanan / Jock Maxwell Macdonald

+44 (0) 20 7418 8900

 

 

 

Maitland/AMO (Financial PR)

 Neil Bennett / Andy Donald  +44 (0) 20 7379 5151

The person responsible for arranging and authorising the release of this
announcement is Richard Cordeschi, Group Company Secretary of TP ICAP.

 

PROPOSED FULLY UNDERWRITTEN RIGHTS ISSUE RAISING £315 MILLION (APPROXIMATELY
US$427 MILLION)

 
Introduction

 

On 9 October 2020, TP ICAP announced that it had reached agreement on the
terms of the proposed acquisition of Liquidnet for a total consideration of
between US$575 million and US$700 million. This comprises non-contingent
cash consideration of US$525 million payable on Completion of the Acquisition
and US$50 million deferred consideration in the form of the Loan Notes. TP
ICAP will pay up to a further US$125 million depending on the revenue
performance of Liquidnet's Equities business over the three-year period
commencing on 1 January 2021. The consideration implies an EV/EBITDA multiple
of between 8.2x and 10.0x Liquidnet's LTM September 2020 Adjusted EBITDA(2) of
US$70.2 million.

Liquidnet is a premier brand, technology-driven, international electronic
trading network that connects nearly 1,000 buyside clients globally to
liquidity in the equities and fixed income markets. Liquidnet has acted as a
trusted partner to its clients for 20 years and its platform is fully
integrated into their end-to-end workflows.

 

Background to and reasons for the Rights Issue
 

The non-contingent base consideration of US$575 million is expected to be
financed as follows:

(i)         A cash consideration of US$525 million (to be primarily
financed via a rights issue); and

 

(ii)        US$50 million to be paid on the third anniversary following
Completion, represented by unsecured loan notes issued to certain stockholders
in Liquidnet at Completion.

The Rights Issue has been fully underwritten by HSBC, BofA Securities, JP
Morgan and Peel Hunt.

Current trading

 

TP ICAP has today published a trading update in a separate announcement, the
details of which are set out below.

TP ICAP

 

TP ICAP provided a Q3 2020 trading update on 9 November 2020. As stated,
revenue for the first nine months of 2020 was 1% lower on a constant currency
basis and 2% lower on a reported basis, compared with the first nine months of
2019. While trading volumes continued to be subdued during much of Q4 2020, we
expect revenue for the full year 2020 to be 1% lower than the prior year. This
demonstrates the resilience of the TP ICAP franchise and the benefit of our
diversification strategy, as revenue growth achieved in our Data &
Analytics, Institutional Services and Energy & Commodities divisions,
offset much of the decline in revenue in our Global Broking division in 2020
after a strong first quarter.

Liquidnet

 

For the financial year ending 31 December 2020, Liquidnet has proved resilient
in the midst of the COVID-19 pandemic and is expected to produce strong
revenue performance compared with the twelve month period ending 31 December
2019.

 

Principal terms and conditions of the Rights Issue
 

The Company is proposing to raise approximately £315 million by way of the
Rights Issue.

Subject to the fulfilment of, among other things, the conditions set out
below, the Company will offer 225,334,552 New Ordinary Shares to Qualifying
Shareholders at a Rights Issue Price of 140.0 pence per New Ordinary Share,
payable in full on acceptance. The Rights Issue will be offered on the basis
of:

2 New Ordinary Shares for every 5 Existing Ordinary Shares

held by Qualifying Shareholders on the Record Date, and so in proportion to
any other number of Existing Ordinary Shares then held and otherwise on the
terms and conditions set out in the Prospectus.

The Rights Issue is being fully underwritten by the Underwriters, subject to
certain customary conditions, on the basis set out in the Underwriting
Agreement. The principal terms of the Underwriting Agreement are summarised in
the Prospectus. The Rights Issue Price of 140.0 pence per New Ordinary Share,
which is payable in full on acceptance by no later than 11.00 a.m. on 16
February 2021, represents a 43.2 per cent. discount to the closing
middle-market price of the Company of 246.6 pence per Existing Ordinary Share
on 6 January 2021, the last trading day prior to the announcement of the
Rights Issue. Additionally, it represents a discount of approximately 35.2 per
cent. to the theoretical ex-rights price of 216.1 pence per New Ordinary
Share, calculated by reference to the closing middle-market price on the same
basis. If a Qualifying Shareholder does not take up any of his or her
entitlement to New Ordinary Shares, his or her proportionate shareholding will
be diluted by 28.6 per cent. However, if a Qualifying Shareholder takes up his
or her New Ordinary Shares in full, he or she will, after the Rights Issue has
been completed, and subject to the rounding down of any fractions, as nearly
as practicable have the same proportionate voting rights and distribution
rights as he or she had on the Record Date.

If a Qualifying Shareholder does not subscribe for the New Ordinary Shares to
which he or she is entitled, such Shareholder can instead sell his or her
rights to those New Ordinary Shares and receive the net proceeds in cash. This
is referred to as dealing in the rights "nil paid" and, subject to the
fulfilment of certain conditions, dealings on the London Stock Exchange in the
Nil Paid Rights are expected to commence at 8.00 a.m. on 2 February 2021.

Qualifying Non-CREST Shareholders with registered addresses in the United
States, Canada or in any of the other Excluded Territories will not be sent
Provisional Allotment Letters and Qualifying CREST Shareholders in such
territories will not have their CREST stock accounts credited with Nil Paid
Rights, except where the Company and the Sole Global Co-ordinator (on behalf
of the Underwriters) is satisfied that such action would not result in the
contravention of any registration or other legal or regulatory requirement in
such jurisdiction.

Holdings of Existing Ordinary Shares in certificated and uncertificated form
will be treated as separate holdings for the purpose of calculating
entitlements under the Rights Issue. Fractions of New Ordinary Shares will not
be allotted to any Qualifying Non-CREST Shareholders or Qualifying CREST
Shareholders, but the Sole Global Co-ordinator (on behalf of the Underwriters)
will use its reasonable endeavours to place the aggregated Nil Paid Rights in
respect of such New Ordinary Shares in the market for the benefit of the
Company.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in
all respects with the Existing Ordinary Shares, including the right to receive
in full all dividends and other distributions declared, made or paid by
reference to a record date after the date of their issue, save in respect of
any dividend or distribution with a record date falling before the date of the
issue of the New Ordinary Shares.

The Rights Issue is conditional upon, among other things:

·              The passing of the Resolution at the General
Meeting;

·              Admission of the New Ordinary Shares (nil paid)
becoming effective by not later than 8.00 a.m. on 2 February 2021 (or such
later time and/or date as the Company and the Sole Global Co-ordinator may
agree, being not later than 9 February 2021);

·              the delivery of certain documents to the
Underwriters by the times and dates specified in the Underwriting Agreement;

·              TP ICAP having complied with its obligations
under the Underwriting Agreement and under the terms of the Rights Issue, save
to the extent that, in the opinion of the Sole Global Co-ordinator acting in
good faith, would not be material in the context of the Rights Issue, the
underwriting of the New Ordinary Shares or Admission;

·              the warranties on the part of TP ICAP under the
Underwriting Agreement being true, accurate and not misleading on the date of
the Underwriting Agreement, the date of the Prospectus and immediately before
Admission;

·              the Acquisition Agreement remaining in full force
and effect and not having been terminated, having lapsed or ceased to be
capable of completion in accordance with its terms, prior to Admission;

·              no event requiring a supplement to the Prospectus
having arisen between the time of publication of the Prospectus and Admission
and no such supplementary prospectus being published by or on behalf of the
Company before Admission, which the Sole Global Co-ordinator (acting in good
faith) considers to be material in the context of the Rights Issue; and

·              in the opinion of the Sole Global Co-ordinator
(acting in good faith), no material adverse change having occurred in respect
of the TP ICAP Group at any time prior to Admission (whether or not
foreseeable at the date of the Underwriting Agreement).

Although the Rights Issue will not proceed if the Resolution is not passed,
the Rights Issue is otherwise not conditional upon Completion of the
Acquisition. It is therefore possible that the proceeds of the Rights Issue
will be received by TP ICAP but not used for the purpose of the Acquisition if
the Acquisition does not complete. In such circumstances, the TP ICAP Group
may determine that it is in the best interest of Shareholders to return the
proceeds of the Rights Issue to Shareholders in a timely and efficient manner
or to retain some or all of the proceeds for general corporate purposes.

The results of the Rights Issue, including the aggregate amount raised, is
expected to be announced by the Company to a Regulatory Information Service by
8.00 a.m. on 17 February 2021.

Applications have been made to the FCA for the New Ordinary Shares to be
admitted to the premium listing segment of the Official List and to the London
Stock Exchange for the New Ordinary Shares to be admitted to trading on its
main market for listed securities. It is expected that Admission of the New
Ordinary Shares, nil paid, will become effective and dealings (for normal
settlement) in the New Ordinary Shares will commence, nil paid, at 8.00 a.m.
on 2 February 2021.

The Existing Ordinary Shares are already admitted to the premium listing
segment of the Official List and to trading on the London Stock Exchange's
main market for listed securities and to CREST. It is expected that all of the
New Ordinary Shares, when issued and fully paid, will be capable of being held
and transferred by means of CREST. The New Ordinary Shares will trade under
ISIN GB00B1H0DZ51. The ISIN number for the Nil Paid Rights is GB00BMCFLY79 and
the ISIN for the Fully Paid Rights is GB00BMCFLZ86.

Some questions and answers, together with further terms and conditions of the
Rights Issue, are set out in the Prospectus.

 

Shareholder approvals

 

Owing to its size, the Acquisition is a "Class 1" transaction for the purposes
of the Listing Rules and therefore requires the approval of TP ICAP
Shareholders: the Acquisition is conditional on, amongst other things, such
approval. Accordingly, the TP ICAP General Meeting to seek TP ICAP's
Shareholders' approval for the Acquisition will take place at 1.45 p.m. on 1
February 2021.

 

Due to the novel coronavirus (Covid-19) pandemic, public health or other
applicable rules or regulations may restrict Shareholders' ability to attend
the General Meeting in person. Arrangements have been made for Shareholders to
attend and participate in the General Meeting electronically. Details of how
shareholders may attend the General Meeting electronically are set out in the
Circular.

 

Directors' intentions

 

The Directors believe the Acquisition and the Rights Issue to be in the best
interests of TP ICAP and the Shareholders as a whole, and, accordingly,
unanimously recommends that TP ICAP Shareholders vote in favour of the
Resolution, have committed to do in respect of their own legal and beneficial
holdings, which amount to 289,558 Ordinary Shares (representing 0.1 per cent.
of the Company's existing issued ordinary share capital as at the Latest
Practicable Date). Further, the executive directors of the TP ICAP Group have
agreed to take up their respective entitlements under the Rights Issue.

 

Redomiciliation

 

On 23 December 2019, TP ICAP announced its intention to reorganise the Group's
international corporate structure (the "Redomiciliation") by the establishment
of a new holding company in Jersey ("New TP ICAP") by means of a
Court-approved scheme of arrangement (the "Scheme").

A separate circular to be issued by the Company (the "Scheme Circular")
summarising the Redomiciliation and a prospectus to be issued by New TP ICAP
(the "New TP ICAP Prospectus") in connection with the re-admission of New TP
ICAP's ordinary shares to the Official List and to trading on the London Stock
Exchange is expected to be published later today. The Redomiciliation is
expected to complete, subject to the approval of shareholders and the Court of
the Scheme, in early 2021.

 
Expected Timetable of Principal Events

 

 

 Announcement of the Rights Issue and Acquisition                                 9 October 2020
 Publication of the Prospectus and posting of the Circular (which includes the    7 January 2021
 Notice of General Meeting) and the Forms of Proxy
 Record date for entitlements under the Rights Issue                              Close of business on 27 January 2021
 Latest time and date for receipt of Forms of Proxy                               1.45 p.m. on 28 January 2021
 General Meeting                                                                  1.45 p.m. on 1 February 2021
 Dispatch of Provisional Allotment Letters (to Qualifying Non-CREST               1 February 2021
 Shareholders only)(1)
 Ex entitlement date for the Rights Issue                                         8.00 a.m. on 2 February 2021
 Admission and commencement of dealings in New Ordinary Shares, nil paid, on      8.00 a.m. on 2 February 2021
 the London Stock Exchange
 Stock accounts credited with Nil Paid Rights (for Qualifying CREST               as soon as practicable after 8.00 a.m. on 2 February 2021
 Shareholders only)
 Nil Paid Rights and Fully Paid Rights enabled in CREST                           as soon as practicable after 8.00 a.m. on 2 February 2021
 Recommended latest time and date for requesting withdrawal of Nil Paid Rights    4.30 p.m. on 10 February 2021
 or Fully Paid Rights from CREST (i.e., if your Nil Paid Rights or Fully Paid
 Rights are in CREST and you wish to convert them into certificated form)
 Latest time and date for receipt of instructions under Special Dealing Service   11.00 a.m. 11 February 2021
 in respect of Cashless Take-up or disposal of Nil Paid Rights
 Dealings commence in relation to Cashless Take-up or disposal of Nil Paid        11 February 2021
 Rights under Special Dealing Service
 Latest time and date for depositing renounced Provisional Allotment Letters,     3.00 p.m. on 11 February 2021
 nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights or
 Fully Paid Rights into a CREST stock account (i.e., if your Nil Paid Rights or
 Fully Paid Rights are represented by a Provisional Allotment Letter and you
 wish to convert them to uncertificated form)
 Latest time and date for splitting Provisional Allotment Letters, nil paid or    3.00 p.m. on 12 February 2021
 fully paid
 Settlement of dealings in relation to Cashless Take-up or disposal of Nil Paid   15 February 2021
 Rights under Special Dealing Service
 Dispatch of cheques in relation to proceeds of disposal of Nil Paid Rights       15 February 2021
 under Special Dealing Service
 Latest time and date for acceptance and payment in full and registration of      11.00 a.m. on 16 February 2021
 renounced Provisional Allotment Letters
 Results of Rights Issue to be announced through a Regulatory Information         by 8.00 a.m. on 17 February 2021
 Service
 Commencement of dealings in New Ordinary Shares fully paid on the London Stock   8.00 a.m. on 17 February 2021
 Exchange
 New Ordinary Shares credited to CREST accounts (for Qualifying CREST             as soon as practicable after 8.00 a.m. on 17 February 2021
 Shareholders only)
 Dispatch of definitive share certificates for New Ordinary Shares in             by no later than 2 March 2021
 certificated form (to Qualifying Non-CREST Shareholders only)
 Dispatch of Premium Payment cheques and credit of Cash to CREST accounts is      by no later than 2 March 2021
 respect of shares not taken up (if applicable)
 Completion of the Acquisition                                                     first quarter of 2021
 Long Stop Date for the Acquisition                                               9 October 2021

____________

(1)        Subject to certain restrictions relating to Overseas
Shareholders. Further information will be contained in the Prospectus.

Each of the times and dates in the above timetable is subject to change in
which event details of the new times and dates will be notified to the
Financial Conduct Authority, the London Stock Exchange and, where appropriate,
Qualifying Shareholders through a Regulatory Information Service. References
to times are to London time unless otherwise stated.

 

Notes

1.   GBP:USD exchange rate of 1:1.35286

2.   This reflects an update from the previously announced EV/EBITDA
multiple as a result of (i) the conversion of Liquidnet's financial results to
the IFRS accounting standard and (ii) update of Liquidnet's Adjusted EBITDA to
LTM September 2020 from LTM June 2020.

IMPORTANT NOTICE

This announcement contains inside information.

This announcement has been issued by, and is the sole responsibility of, TP
ICAP. No representation or warranty, express or implied, is or will be made
by, or in relation to, and no responsibility or liability whatsoever is or
will be accepted by Merrill Lynch International ("BofA Securities") (as Joint
Bookrunner and Lead Financial Adviser to TP ICAP), HSBC Bank plc ("HSBC") (as
Sole Sponsor, Sole Global Co-ordinator, Joint Bookrunner and Financial Adviser
to TP ICAP), J.P. Morgan Securities plc ("J.P. Morgan") (as Joint Bookrunner
to TP ICAP) and Peel Hunt LLP ("Peel Hunt") (as Joint Bookrunner to TP ICAP),
or any of their respective directors, officers, employees or advisers, or by
any of their respective affiliates or agents, or any of their respective
directors, officers, employees or advisors, or by any advisor to TP ICAP or by
any of their affiliates or agents as to or in relation to the truth, accuracy
or completeness of the information contained in, or otherwise arising in
connection with, this announcement (or whether any information has been
omitted from this announcement), or any other written, oral, visual or
electronic information made available to or publicly available (howsoever
transmitted) to any interested party or its advisers, or any other statement
made or purported to be made by or on behalf of BofA Securities and/or HSBC
and/or J.P. Morgan and/or Peel Hunt, or any of their affiliates in connection
with TP ICAP, its subsidiaries or associated companies, the Acquisition, the
Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Rights
Issue, and any responsibility or liability therefore is expressly disclaimed.

This announcement is not a prospectus but an advertisement and investors
should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares referred to in this announcement except on the basis of the information
contained in the Prospectus to be published by TP ICAP in connection with the
Rights Issue. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may be
placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. The information in
this announcement is subject to change.

A copy of the Prospectus, when published, will be available from the
registered office of TP ICAP and on TP ICAP's website at
www.tpicap.com/investors (http://www.tpicap.com/investors)  provided that the
Prospectus will not, subject to certain exceptions, be available (whether
through the website or otherwise) to Shareholders in the United States or any
of the Abu Dhabi Global Market, Australia, the Dubai International Financial
Centre, Japan, Singapore, South Africa, Switzerland, the United Arab Emirates
or any jurisdiction in which it would be unlawful to do so (each an "Excluded
Territory").

Neither the content of TP ICAP's website nor any website accessible by
hyperlinks on TP ICAP's website is incorporated in, or forms part of, this
announcement. The Prospectus will give further details of the Rights Issue and
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares.

The distribution of this announcement, the Prospectus, the Provisional
Allotment Letter, and the offering or transfer of Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares into jurisdictions other than the United Kingdom
may be restricted by law, and, therefore, persons into whose possession this
announcement, the Prospectus, the Provisional Allotment Letter and/or any
accompanying documents comes should inform themselves about and observe any
such restrictions. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of such jurisdiction. In
particular, subject to certain exceptions, this announcement, the Prospectus
(once published) and the Provisional Allotment Letters (once distributed)
should not be distributed, forwarded to or transmitted in or into the United
States or any other Excluded Territory.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to underwrite,
sell, issue, purchase or subscribe for, or any solicitation to underwrite,
sell, issue, purchase or subscribe for Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares. No offer or invitation to underwrite, sell, issue,
purchase or subscribe for, or any solicitation to underwrite, sell, issue,
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares will be made in any jurisdiction in which such an offer or solicitation
is unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United States or any
other Excluded Territory, and should not be distributed, forwarded to or
transmitted in or into any jurisdiction, where to do so might constitute a
violation of local securities laws or regulations.

The securities to which this announcement relates (the "Securities") have not
been and will not be registered under the US Securities Act of 1933 (as
amended) (the "Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered, sold, taken
up, exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an applicable
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offer of the Securities in the United States.

The information in this announcement may not be forwarded, distributed or
transmitted to any other person and may not be reproduced in any manner
whatsoever. Any forwarding, distribution, transmission, reproduction, or
disclosure of this information in whole or in part is unauthorised. Failure to
comply with this directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions.

This announcement does not constitute a recommendation concerning any
investors' options with respect to the Rights Issue. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance. The contents of this announcement are not to be construed
as legal, business, financial or tax advice. Each shareholder or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

To the extent available, the industry and market data contained in this
announcement has come from official or third party sources. Third party
industry publications, studies and surveys generally state that the data
contained therein have been obtained from sources believed to be reliable, but
that there is no guarantee of the accuracy or completeness of such data. TP
ICAP has not independently verified the data contained therein. In addition,
certain industry and market data contained in this announcement comes from TP
ICAP's own internal research and estimates based on the knowledge and
experience of TP ICAP's management in the market in which TP ICAP operates.
While TP ICAP believes that such research and estimates are reasonable and
reliable, they, and their underlying methodology and assumptions, have not
been verified by any independent source for accuracy or completeness and are
subject to change without notice. Accordingly, undue reliance should not be
placed on any of the industry or market data contained in this announcement.

Notice to all investors

Merrill Lynch International is authorised by the Prudential Regulation
Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom.
Merrill Lynch International is exclusively acting for TP ICAP, as Joint
Bookrunner and Lead Financial Adviser, and no one else in connection the
Acquisition and the Rights Issue and will not regard any other person as a
client in relation to the Acquisition and the Rights Issue and will not be
responsible to anyone other than TP ICAP for providing the protections
afforded to its client in relation to the Acquisition and the Rights Issue,
nor for providing advice in connection with the Acquisition or the Rights
Issue or any other matter, transaction or arrangement referred to herein.

HSBC is authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom. HSBC is acting exclusively for TP ICAP, as Sole Sponsor, Sole
Global Co-ordinator, Joint Bookrunner and Financial Adviser, and no one else
in connection with the Acquisition and the Rights Issue, and will not regard
any other person as a client in relation to the Acquisition and the Rights
Issue and will not be responsible to anyone other than TP ICAP for providing
the protections afforded to its client, nor for providing advice in connection
with the Acquisition, the Rights Issue or any other matter, transaction or
arrangement referred to herein.

J.P. Morgan is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom. J.P. Morgan is acting exclusively for TP ICAP, as Joint
Bookrunner, and no one else in connection with the Rights Issue, and will not
regard any other person as a client in relation to the Rights Issue and will
not be responsible to anyone other than TP ICAP for providing the protections
afforded to its client, nor for providing advice in connection with the Rights
Issue or any other matter, transaction or arrangement referred to herein.

Peel Hunt is authorised and regulated by the FCA in the United Kingdom. Peel
Hunt is acting exclusively for TP ICAP, as Joint Bookrunner, and no one else
in connection with the Rights Issue and will not regard any other person as a
client in relation the Rights Issue and will not be responsible to anyone
other than TP ICAP for providing the protections afforded to its client, nor
for providing advice in connection with the Rights Issue or any other matter,
transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed
on BofA Securities, HSBC, J.P. Morgan or Peel Hunt under the Financial
Services and Markets Act 2000 as amended or the regulatory regime established
thereunder, none of BofA Securities, HSBC, J.P. Morgan or Peel Hunt, in their
respective roles, nor any of their respective affiliates, accept any
responsibility whatsoever for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by any of them, or on their behalf, in connection with TP
ICAP, the Acquisition, the Rights Issue, the Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares or any other matter referred to herein. Subject
to applicable law, BofA Securities, HSBC, J.P. Morgan, Peel Hunt and their
respective affiliates, accordingly disclaim, to the fullest extent permitted
by law, all and any liability and responsibility whether arising in tort,
contract or otherwise (save as referred to above) in respect of the use of
this announcement, or any statements or other information contained (or
omitted) in this announcement or otherwise arising in connection therewith and
no representation or warranty, express or implied, is made by BofA Securities,
HSBC, J.P. Morgan, Peel Hunt, or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained in this
announcement.

No person has been authorised to give any information or to make any
representation other than those contained in this announcement and the
Prospectus and, if given or made, such information or representations must not
be relied on as having been authorised by BofA Securities, HSBC, J.P. Morgan
or Peel Hunt. Subject to the Listing Rules, the Prospectus Regulation Rules,
the Disclosure and Transparency Rules and the UK version of the Market Abuse
Regulation EU 2017/1129 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, the issue of this announcement shall not, in any
circumstances, create any implications that there has been no change in the
affairs of TP ICAP since the date of this announcement or that the information
in it is correct as at any subsequent date.

BofA Securities, HSBC, J.P. Morgan and Peel Hunt and any of their affiliates
may, in accordance with applicable laws and regulations, engage in
transactions (including financing arrangements such as swaps, warrants or
contracts for differences) in relation to the Nil Paid Rights, Fully Paid
Rights or New Ordinary Shares and/or related instruments for their own account
for the purpose of hedging their underwriting exposure or otherwise.
Accordingly, references in the Prospectus, once published, to the Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by
BofA Securities, HSBC, J.P. Morgan and Peel Hunt and any of their affiliates
acting in such capacity.  Except as required by applicable laws or
regulations, BofA Securities, HSBC, J.P. Morgan and Peel Hunt do not propose
to make any public disclosure in relation to such transactions.

In connection with the withdrawal of the United Kingdom from the European
Union, HSBC Bank plc, J.P. Morgan Securities plc (which conducts its UK
investment banking business as J.P. Morgan Cazenove), Merrill Lynch
International and Peel Hunt LLP may, at their discretion, undertake their
obligations in connection with the Rights Issue by any of their affiliates
based in the European Economic Area.

Cautionary statement regarding forward-looking statements

This announcement may contain certain statements that are, or may be deemed to
be, forward-looking statements, beliefs or opinions, with respect to the
financial condition, results of operations and business of TP ICAP, Liquidnet
or the Enlarged Group. Forward-looking statements may and often do differ
materially from actual results.

These statements, which may be identified by the use of forward-looking
terminology, including the terms "anticipate", "believe", "intend",
"estimate", "expect", "may", "will", "should", "seek", "continue", "aim",
"target", "projected", "plan", "goal", "achieve" and words of similar meaning
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions, reflect TP ICAP's beliefs and expectations and are based
on numerous assumptions regarding TP ICAP's present and future business
strategies and the environment TP ICAP and the Enlarged Group will operate in
and are subject to risks and uncertainties that may cause actual results to
differ materially. No statement in this announcement is intended as a profit
forecast or a profit estimate and no statement in this announcement should be
interpreted to mean that earnings per share of TP ICAP for the current or
future financial years would necessarily match or exceed the historical
published earnings per share of TP ICAP. TP ICAP will operate in and is
subject to risks and uncertainties that may cause actual results to differ
materially. No representation is made that any of these statements or
forecasts will come to pass or that any forecast results will be achieved.
Forward-looking statements involve inherent known and unknown risks,
uncertainties and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause the actual
results, performance or achievements of TP ICAP or the Enlarged Group to be
materially different from those expressed or implied by such forward looking
statements. Many of these risks and uncertainties relate to factors that are
beyond TP ICAP's or the Enlarged Group's ability to control or estimate
precisely, such as future market conditions, currency fluctuations, the
behaviour of other market participants, the actions of regulators and other
factors such as TP ICAP's or the Enlarged Group's ability to continue to
obtain financing to meet its liquidity needs, changes in the political, social
and regulatory framework in which TP ICAP or Liquidnet operates or in economic
or technological trends or conditions. Past performance of TP ICAP or
Liquidnet cannot be relied on as a guide to future performance. As a result,
you are cautioned not to place undue reliance on such forward-looking
statements. The list above is not exhaustive and there are other factors that
may cause TP ICAP's or the Enlarged Group's actual results to differ
materially from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of their date and TP ICAP, its parent
and subsidiary undertakings, the subsidiary undertakings of such parent
undertakings, BofA Securities, HSBC, J.P. Morgan and Peel Hunt, and any of
their respective directors, officers, employees, agents, affiliates or
advisers expressly disclaim any obligation to supplement, amend, update or
revise any of the forward-looking statements made herein, except where it
would be required to do so under applicable law.

You are advised to read this announcement and, once published, the Prospectus
in their entirety for a further discussion of the factors that could affect TP
ICAP's or the Enlarged Group's future performance. In light of these risks,
uncertainties and assumptions, the events described in the forward-looking
statements in this announcement may not occur.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Nil Paid Rights,
Fully Paid Rights and New Ordinary Shares have been subject to a product
approval process, which has determined that the Nil Paid Rights, Fully Paid
Rights and New Ordinary Shares are: (i) compatible with an end target market
of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, as respectively defined in paragraphs 3.5
and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights, Fully Paid
Rights and New Ordinary Shares may decline and investors could lose all or
part of their investment; the  Nil Paid Rights, Fully Paid Rights and New
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the Nil Paid Rights, Fully Paid Rights and New Ordinary Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Offer. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Underwriters will only procure investors who
meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Nil Paid Rights, Fully Paid Rights or New Ordinary Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Nil Paid Rights, Fully Paid Rights or New
Ordinary Shares and determining appropriate distribution channels.

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