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8 Sep 2008 16:59
NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes should in block capital letters.
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1. |
Name of the issuer ICAP plc |
2. |
State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or (ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or (iii) both (i) and (ii) (i) above |
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3. |
Name of person discharging managerial responsibilities/director Michael Spencer |
4. |
State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person Yes - IPGL Limited |
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5. |
Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest3 |
6. |
Description of shares (including class), debentures or derivatives or financial instruments relating to shares Cash-settled share swap and forward referenced to Ordinary Shares of 10p each ("ICAP Shares"). |
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7. |
Name of registered shareholders(s) and, if more than one, the number of shares held by each of them n/a |
8 |
State the nature of the transaction Financing transaction between IPGL Limited and J.P. Morgan International Bank Limited, Brussels Branch, structured as matched swap and forward transactions referenced to 9,852,217 ICAP Shares and secured by a charge over certain ICAP Shares held by INCAP Finance B.V., a wholly-owned subsidiary of IPGL Limited. |
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9. |
Number of shares, debentures or financial instruments relating to shares acquired n/a |
10. |
Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) n/a |
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11. |
Number of shares, debentures or financial instruments relating to shares disposed n/a |
12. |
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage) n/a |
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13. |
Price per share or value of transaction Transaction value = £45 million |
14. |
Date and place of transaction 5 September 2008; Brussels/London |
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15. |
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) No change. |
16. |
Date issuer informed of transaction 8 September 2008 |
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
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17 |
Date of grant |
18. |
Period during which or date on which it can be exercised |
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19. |
Total amount paid (if any) for grant of the option |
20. |
Description of shares or debentures involved (class and number) |
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21. |
Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise |
22. |
Total number of shares or debentures over which options held following notification |
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23. |
Any additional information Mr Spencer, his wife and trustees of his family trusts hold approximately 55.1% of the issued shares of IPGL Limited. |
24. |
Name of contact and telephone number for queries Mike Sheard |
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Name and signature of duly authorised officer of issuer responsible for making notification Deborah Abrehart, Group Company Secretary Date of notification 8 September 2008 |
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