IAP.L Regulatory News (IAP)

4 Dec 2007 07:05

ICAP PLC04 December 2007 ICAP plc ('ICAP') Acquisition of Traiana, Inc ('Traiana') Adoption Plan (the 'Adoption Plan') of Traiana's 2000 Stock Plan (the 'OriginalOption Plan') Following the completion of the acquisition of Traiana by ICAP, ICAP isrequired, under an exemption granted by the Israeli Securities Authority (the 'ISA'), to make a voluntary disclosure with respect to the awards made in Israelto Traiana's employees under the Adoption Plan and in connection with theacquisition of Traiana by ICAP. ICAP was granted an exemption by the ISA from the requirements of the IsraeliSecurities Law (5728-1968), including an exemption from the requirement topublish a prospectus in Israel with respect to the awards made by ICAP in Israelto Traiana's employees under the Adoption Plan (the 'Exemption'), as detailed inthe following summary. This notice is published pursuant to the Exemption and will be made available,along with the Adoption Plan, to the grantees of awards in Israel, in the mannerrequired in the Exemption. Summary The Original Option Plan, as adopted by the board of ICAP plc, will remain inforce except that, following completion of the acquisition, each unvested stockoption granted by Traiana under the Original Option Plan which was exercisableinto one share of common stock $0.001 par value each of Traiana, will instead beexercisable into ordinary shares, nominal value of £0.10 of ICAP, pursuant tothe Conversion Ratio and such other terms as set forth in the Merger Agreement. The substitution for ICAP stock will be made using a 'Conversion Ratio' obtainedby dividing (i) the consideration to be paid for each share of common stock ofTraiana in the Merger by (ii) the weighted average closing sale prices of ICAPstock as quoted on the London Stock Exchange for the ten consecutive tradingdays ending with the trading day that is one trading day prior to the Closing ofthe Merger (as such closing sale prices are converted into U.S. dollars usingthe exchange rate for British pounds sterling as reported in The Wall StreetJournal on the trading day prior to the Closing). Applying the Conversion Ratio, and subject to certain tax rules if applicable,the number of shares of ICAP stock that will be subject to each option forTraiana stock will equal the number of shares of Traiana stock subject to theoption multiplied by the Conversion Ratio, rounded down to the nearest wholeshare of ICAP stock, and such option will have an exercise price per share(rounded up to the nearest pence) equal to the per share exercise pricespecified in the option divided by the Conversion Ratio (as such exercise priceis converted into British pounds sterling using the exchange rate for U.S.dollars as reported in The Wall Street Journal on the trading day immediatelyprior to the Closing). Because the Conversation Ratio is derived from theconsideration payable in the Merger, the Conversion Ratio may be subject tochanges accordingly. With the exception of the above, which will apply by virtue of the MergerAgreement and without the need to amend the Original Option Plan, following theclosing of the acquisition, the vesting of an unvested Traiana option shall becontingent on the holder's continued service to Traiana or ICAP, as applicable,in accordance with the vesting terms of such unvested option immediately priorto the closing, which shall remain in effect after closing, all otherrestrictions on any unvested option immediately prior to closing will continuein full force and effect, and all other terms and conditions of the existingOption Plan shall remain in full force and effect. 4 December 2007 Contacts: Mike Sheard Director of Corporate Affairs, ICAP(44) 20 7050 7103 About ICAP ICAP is the world's premier voice and electronic interdealer broker and thesource of global market information and commentary for professionals in theinternational financial markets. The Group is active in the wholesale markets ininterest rates, credit, energy, foreign exchange and equity derivatives. ICAPhas an average daily transaction volume in excess of $1.5 trillion, more than50% of which is electronic. ICAP plc was added to the FTSE 100 Index on 30 June2006. For more information go to www.icap.com This information is provided by RNS The company news service from the London Stock Exchange