ICP.L Regulatory News (ICP)

2 Jul 2009 07:00

The Board of Intermediate Capital Group PLC ("ICG" or "the Company") today announces an underwritten 7 for 2 Rights Issue to raise net proceeds of approximately £351 million (the "Rights Issue") through the issue of 302,193,703* New Ordinary Shares at 121 pence per share, a 39 per cent. discount to the theoretical ex-rights price based on the closing price on the London Stock Exchange of 490 pence per Ordinary Share on 1 July 2009 (being the last business day before this announcement) adjusted for the final dividend. The Rights Issue is conditional on, inter alia, approval by Shareholders at an Extraordinary General Meeting to be held on 20 July 2009.

The Rights Issue will allow ICG to capitalise on the investment opportunities in the primary and secondary market for buyout capital, as well as participate in the refinancing of existing buyout transactions emerging from the current market environment. In addition, and subject to the successful completion of the Rights Issue, ICG has also negotiated the extension of the maturity of a further £395 million of its bank debt, in addition to the £150 million extension until 2013 announced on 2 June 2009.

Highlights

The proceeds of the Rights Issue will allow ICG to capitalise on the investment opportunities in the primary and secondary market for buyout capital, as well as participate in the refinancing of existing buyout transactions emerging from the current market environment;

Trading update announced today for the first quarter of the financial year 2010 indicates no material change in performance of the portfolio since 31 March 2009;

The issue price of 121 pence per share represents a discount of 74 per cent. to the closing price of an Existing Ordinary Share on 1 July 2009, the last business day prior to the date of this announcement and 39 per cent. to the theoretical ex-rights price (both adjusted for the final dividend); and

The Rights Issue has been underwritten by J.P. Morgan Securities on behalf of J.P. Morgan Cazenove, RBS Hoare Govett, Credit Suisse, Lloyds and HSBC. 

Commenting, Tom Attwood, Intermediate Capital Group PLC Managing Director said:

"The extraordinary state of the credit markets, the absence of liquidity in the banking sector and changes in the competitive landscape have provided ICG with significant opportunities to invest at attractive prices in the primary and secondary markets for buyout capital. We are seeing a transfer of value from buyout equity to debt which we believe will favour investors such as ICG, who have the flexibility and experience to invest across a company's capital structure.

Following an extension of £150 million until 2013 of an existing bank facility as reported on 2 June 2009, the support of our lenders is further evidenced by an additional extension of £395 million until 2013, despite a challenging banking environment. 

The rights issue proceeds and the Company's undrawn debt facilities, along with its third party funds, will provide ICG with substantial resources to take advantage of the opportunities resulting from the dislocation in the market."

Analyst presentation

ICG will be holding a presentation and conference call for analysts and investors today. The details of the meeting are as follows:

Venue: 30 Old Broad Street, EC2N 1HT 

Date & time: 2 July 2009 at 9:30 a.m. (London time)

Registration will commence at 9:15 a.m. (London time)

Participant dial in details

Registration details for the analyst and investor conference call can be found at www.icgplc.com.

Expected timetable

Each of the times and dates in the table below is indicative only and may be subject to change. 

Expected publication of the prospectus	2 July 2009
Extraordinary General Meeting	20 July 2009
Dealings in New Ordinary Shares commence on the London Stock Exchange	21 July 2009
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11 a.m. on 4 August 2009
Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange	8 a.m. on 5 August 2009

Notes: 

* The number of shares stated in the announcement as being offered under the Rights Issue is based on 86,341,058 existing Ordinary Shares and assumes that (a) no options are exercised under the Company's share option schemes prior to the Rights Issue Record Date and (b) there are no fractional entitlements representing the New Ordinary Shares. Were all 1,980,612 currently exercisable share options to be exercised prior to the Rights Issue Record Date, this would result in a maximum additional 6,932,142 New Ordinary Shares being offered pursuant to the Rights Issue. 

The Rights Issue is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or located or resident in countries outside the UK, further details of which will be set out in the Prospectus.

References to times in this Announcement are to London time unless otherwise stated.

This summary should be read in conjunction with the full text of this announcement.

A Prospectus containing details of the Rights Issue is expected to be published and posted to Shareholders today and will be available on the Group's website, www.icgplc.com.

J.P. Morgan Cazenove and RBS Hoare Govett are acting as joint sponsors, joint financial advisers and joint lead bookrunners to the Rights Issue. Credit Suisse are acting as joint bookrunners, and HSBC and Lloyds are acting as joint lead managers.

Enquiries: 

Analyst / Investor enquiries:

ICG

Tom Attwood, Managing Director +44 (0) 20 7628 9898

Christophe Evain, Managing Director +44 (0) 20 7628 9898

Philip Keller, Finance Director   +44 (0) 20 7628 9898

Jean-Christophe Rey, Investor Relations   +44 (0) 20 7448 5876 

J.P. Morgan Cazenove +44 (0) 20 7588 2828

Conor Hillery

Laurence Hollingworth

Mike Collar

RBS Hoare Govett Limited +44 (0) 20 7678 8000

Bob Cowdell

Luke Simpson

Stephen Bowler

Lee Morton (Syndicate)

Credit Suisse +44 (0) 20 7888 8888

Alex Phillips

Chris Byrne

Indy Bhattacharyya

Media enquiries:

ICG

Amanda Fong, Corporate Communications +44 (0) 20 7448 4156

M: Communications

Charlotte Kirkham, Tim Draper   +44 (0) 20 7153 1531

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES OR RIGHTS REFERRED TO IN THIS ANNOUNCEMENT PURSUANT TO THE RIGHTS ISSUE EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY INTERMEDIATE CAPITAL GROUP PLC IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE DURING NORMAL BUSINESS HOURS.

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, some of which are beyond Intermediate Capital Group PLC's control and all of which are based on Intermediate Capital Group PLC's current beliefs and expectations about future events which may not prove to be accurate. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "could", "should", "intends", "estimate", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; and actual events or results may differ materially as a result of risks and uncertainties facing Intermediate Capital Group PLC. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Save as required by the FSA, the London Stock Exchange or by applicable law, including, without limitation, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, the Company does not undertake and expressly disclaims any obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur due to any change in the Company's board of directors' expectations, or to reflect circumstances that arise after the date of this announcement. Forward looking statements, speak only as of the date of this announcement.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This announcement has been prepared by Intermediate Capital Group PLC (the "Company") whose registered office is at 20 Old Broad Street, London, EC2N 1DP United Kingdom. The Company is registered in England and Wales with registered no. 2234775. Each of RBS Hoare Govett Limited ("RBS Hoare Govett"), J.P. Morgan Securities Limited ("J.P. Morgan Securities"), J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove"), Credit Suisse Securities (Europe) Limited ("Credit Suisse"), Lloyds TSB Bank plc ("Lloyds") and HSBC Bank plc ("HSBC") (together, the "Banks"), is authorised and regulated in the United Kingdom by the FSA and is acting exclusively for the Company in connection with the Rights Issue and not for any other person and will not be responsible to any other person for providing the protections afforded to their respective customers, or for providing advice in relation to the Rights Issue, or for the contents of or matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Banks by FSMA or the regulatory regime established thereunder, none of the Banks accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness or verification or for any other statement in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise, warranty or representation in any such respect. Accordingly, each of the Banks disclaim, to the fullest extent permissible by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this announcement.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, (THE ''US SECURITIES ACT'') OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE US AND MAY NOT BE OFFERED, SOLD, RESOLD, TAKEN UP, EXERCISED, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE US. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT IN RELIANCE ON REGULATION S UNDER THE US SECURITIES ACT. THE SECURITIES WILL ALSO NOT BE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION AND, SUBJECT TO CERTAIN EXEMPTIONS, MAY NOT BE OFFERED, SOLD, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN SUCH JURISDICTIONS EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS. THERE WILL BE NO OFFER OF THE SECURITIES IN CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION. 

This announcement has been issued by and is the sole responsibility of Intermediate Capital Group PLC.

  ICG Group PLC

RIGHTS ISSUE TO RAISE NET PROCEEDS OF £351 MILLION TO CAPITALISE ON INVESTMENT OPPORTUNITIES

Introduction

Intermediate Capital Group PLC ("ICG" or "the Company") today announces an underwritten Rights Issue to raise approximately £351 million (net of expenses). The Rights Issue will allow ICG to capitalise on the investment opportunities in the primary and secondary market for buyout capital, as well as participate in the refinancing of existing buyout transactions emerging from the current market environment.

The Rights Issue will involve the issue of up to 309,125,845 New Ordinary Shares (representing 358 per cent. of the existing issued share capital of the Company and 78 per cent. of the issued share capital of the Company including the New Ordinary Shares) at 121 pence per share, on the basis of:

7 New Ordinary Shares for every 2 Existing Ordinary Shares.

ICG has also agreed with Lloyds, RBS and Credit Suisse, conditional upon the Rights Issue, (a) an extension (until June 2013) for the repayment of £145 million in principal of its £450 million debt facility, in exchange for which the £450 million debt facility would be reduced to £337.8 million; and (b) an extension (until June 2013) for the repayment of £250 million in principal of the £1,032 million credit facility. These extensions are additional to those announced on 2 June. As reported with our preliminary results for the year to 31 March 2009, ICG agreed with RBS and Lloyds a two year extension of £150m tranche of the £450 million debt facility until April 2013. Subsequent to the above additional agreement, this £150m has been further extended from April 2013 to June 2013.

Background to and reasons for the Rights Issue

The net proceeds of the Rights Issue (expected to be approximately £351 million) will be used to capitalise on the investment opportunities in the primary and secondary markets for buyout capital, as well as to participate in the refinancing of existing buyout transactions emerging from the current market environment.

The increased level of volatility in the credit markets caused by the severe crisis of the financial system in September 2008 is resulting in a number of attractive investment opportunities for buyout debt investors. 

Prices of senior loans in the secondary market have declined sharply and are trading well below par due to a supply and demand imbalance. As a result, it is now possible to purchase senior debt in well performing companies at very attractive discounts to par. Specifically, over the next two years, we intend to capitalise on a number of unusually attractive opportunities to acquire debt in high quality businesses that ICG knows well and which are performing satisfactorily, at attractive levels of prospective return.

Fitch Ratings estimates that over €200 billion of European buyout debt needs to be repaid or refinanced in the next seven or so years. Given their weak balance sheets, we believe that European banks are likely to have limited appetite and investment capacity to roll over this amount of buyout debt. Further, many of the institutions which were relatively new entrants to the buyout debt market, being primarily CDO managers and credit hedge funds, were themselves reliant on leverage to operate, and many have weak portfolios of assets purchased at the top of the market. Several such institutions have already failed and we expect that many more will follow. In any event, we believe that these credit institutional investors will find it difficult to raise third party funds for investment. Consequently, we believe that there will be increasing opportunities in the medium term to refinance businesses which, even though well managed with strong cash flows and good prospects, will struggle to refinance maturing debt. We are, however, confident that the primary private equity mid-market will reopen in the medium term. When it does, we expect market conditions to resemble those of the early-1990s, characterised by local mid-market transactions executed by local private equity sponsors and financed by local banks and mezzanine providers at reasonable gearing levels.

The Company believes that the high level of volatility in credit markets, the absence of liquidity in the banking sector, the rout of CDOs and private equity and credit hedge fund investors which is likely to reduce competition in ICG's key markets and the return to local mid-market transactions together provide significant opportunities for well-established investors to fill the vacuum and invest at attractive prices. We believe that ICG is particularly well placed to benefit from these investment opportunities due to its:

The Company believes that the combination of the above factors will enable ICG to emerge from this recession as one of the foremost mezzanine investors and third party fund managers of buyout debt in Europe and Asia and enable it to consolidate its position in North America. We believe that this will allow ICG to create additional shareholder value, accelerate the growth of its fund management franchise and build an even stronger business for the long-term.

With £324 million of undrawn debt facilities and limited repayments of approximately 15 per cent. expected in the two financial years ending 31 March 2011, we believe that, in order to take greater advantage of the unprecedented investment opportunities described above, it is in the best interests of Shareholders for ICG to undertake the Rights Issue so as to increase the funds available for investment by £351 million. The Rights Issue will also satisfy the last remaining condition to the extended facilities described above, thus extending the availability of £395 million of debt facilities.

Dividends

ICG remains committed to delivering progressive dividends based on a sustainable level of cash core income. We believe that, going forward, a full year dividend of 41p per Ordinary Share (adjusted to take account of the Rights Issue) is at a level which can be supported by the cash core income of the Group.

 

Current trading and prospects

ICG has today released its IMS for 1Q 2010, full details of which are contained in a separate announcement. In the three month period ended 30 June 2009, the performance of ICG's portfolio continued to be broadly resilient, reflecting its defensive bias, with no material change since the preliminary results for the financial year ended 31 March 2009, as reported on 2 June 2009.

Principal terms of the Rights Issue

The Company is proposing to raise approximately £351 million (net of expenses), by way of the Rights Issue. The Issue Price of 121 pence per New Ordinary Share, which is payable in full on acceptance by not later than 11:00 a.m. on 4 August 2009, represents a 39 per cent. discount to the theoretical ex-rights price based on the closing middle-market price of 490 pence per Ordinary Share adjusted for the final dividend, and a 74 per cent. discount to the closing middle-market price of 490 pence per Ordinary Share adjusted for the final dividend, in each case on 1 July 2009, the last business day prior to the announcement of the Rights Issue.

Subject to the fulfilment of, amongst others, the conditions described below, the Company will offer up to 309,125,845 New Ordinary Shares by way of rights to Qualifying Shareholders (other than, subject to certain exceptions, Restricted Shareholders) at 121 pence per New Ordinary Share, payable in full on acceptance by no later than 11:00 a.m. on 4 August 2009. The Rights Issue will be on the basis of:

7 New Ordinary Shares for every 2 Ordinary Shares

held by and registered in the name of Qualifying Shareholders on the Rights Issue Record Date, and so in proportion to any other number of existing Ordinary Shares then held and otherwise on the terms and conditions to be set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Restricted Shareholders) only, the Provisional Allotment Letter. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Fractional entitlements to New Ordinary Shares will not be provisionally allotted and, where necessary, will be rounded down to the nearest whole number (nil paid) of New Ordinary Shares and will be aggregated and, if possible, sold in the market. The net proceeds of such sales (after deduction of expenses) will be aggregated and paid to the Company, save that Qualifying Shareholders will receive any proceeds from the sale of their pro-rata fractional entitlements with a value of £5.00 or more.

In determining the Issue Price ICG has considered the price at which the New Ordinary Shares need to be offered to investors with a view to ensuring the success of the Rights Issue which involves raising a significant amount of equity compared with the current market capitalisation of the Company. ICG believes that both the Issue Price and the discount are appropriate.

Qualifying Shareholders who do not take up entitlements to New Ordinary Shares will have their proportionate shareholdings in ICG diluted by approximately 78 per cent. Those Qualifying Shareholders who take up their rights in full will, subject to fractions, have the same proportionate voting and distribution rights as held on the Rights Issue Record Date.

The Rights Issue is, as regards the Underwritten Shares, fully underwritten pursuant to the Underwriting Agreement, the principal terms and conditions of which will be summarised in the Prospectus.

The Rights Issue will result in up to 309,125,845 New Ordinary Shares being issued representing approximately 358 per cent. of the existing issued share capital and 78 per cent. of the enlarged issued share capital immediately following completion of the Rights Issue. 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 all future dividends and other distributions declared, made or paid, save for the final dividend of 20.5p for the year ended 31 March 2009 declared by the Company on 2 June 2009 and to be paid to Shareholders on 21 August 2009.

The Rights Issue is conditional, amongst other things, upon:

(a) the passing, without material amendment, of the Resolutions at the Extraordinary General

Meeting;

(b) the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms prior to

Admission; and

(c) Admission becoming effective by not later than 8.00 a.m. on 21 July 2009 (or such later time

and/or date as the Bookrunners, J.P. Morgan Securities and the Company may agree).

Applications will be made to the UK Listing Authority 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's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares (nil paid) will commence at the London Stock Exchange at 8.00 a.m. on 21 July 2009.

Some questions and answers, together with details of further terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, will be set out in the Prospectus, and where relevant, will also be set out in the Provisional

Allotment Letter.

Subject to the terms and conditions of the Underwriting Agreement, the Bookrunners, as agents for the Company, have conditionally agreed to use their reasonable endeavours to procure subscribers for the New Ordinary Shares not taken up in the Rights Issue, failing which the Underwriters will, as principal, subscribe in the Due Underwriting Proportions for such New Ordinary Shares which are also Underwritten Shares, at the Issue Price.

Overseas Shareholders (particularly Restricted Shareholders) and Qualifying Shareholders (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this announcement into a jurisdiction outside the UK or who hold Ordinary Shares for the account or benefit of any such person, should refer to paragraph 8 of Part III of the Prospectus for further information on their ability to participate in the Rights Issue.

 

Expected timetable of principal events for the Rights Issue

Announcement of the Rights Issue and publication of the Prospectus	2 July 2009
Record Date for entitlement under the Rights Issue for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders	close of business on 17 July 2009
Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting	10:30 a.m. on 18 July 2009
Extraordinary General Meeting	10:30 a.m. on 20 July 2009
Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only(1))	20 July 2009
Start of the Rights Issue subscription period	21 July 2009
Dealings in New Ordinary Shares, nil paid, commence on the London Stock Exchange	8:00 a.m. on 21 July 2009
Existing Ordinary Shares marked "ex" by the London Stock Exchange (expected to be)	8:00 a.m. on 21 July 2009
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only(1))	21 July 2009
Nil Paid Rights and Fully Paid Rights enabled in CREST Qualifying CREST Shareholders only(1))	21 July 2009
Recommended latest time for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form)	4:30 p.m. on 29 July 2009
Latest time for depositing renounced Provisional Allotment Letters, nil 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 an Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form)	3:00 p.m. on 30 July 2009
Latest time and date for splitting Provisional Allotment Letters, nil or fully paid	3:00 p.m. on 31 July 2009
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11:00 a.m. on 4 August 2009
Results of Rights Issue to be announced	5 August 2009
Dealings in New Ordinary Shares, fully paid, commence on the London Stock Exchange	8:00 a.m. on 5 August 2009
New Ordinary Shares credited to CREST stock accounts	5 August 2009
Expected date of despatch of definitive share certificates for the New Ordinary Shares in certificated form	by 12 August 2009

Notes:

(1) The ability to participate in the Rights Issue is subject to certain restrictions relating to Qualifying Shareholders with registered addresses or located or resident in countries outside the UK (particularly the Restricted Shareholders) details of which will be set out in the Prospectus.

(2) The times and dates set out above may be adjusted by ICG (in consultation with the Bookrunners and J.P. Morgan Securities), in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders.

(3) Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your existing Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.

(4) References to times in this announcement are to London times unless otherwise stated.

 

Directors' Intentions

The Directors are fully supportive of the Rights Issue. Each of the Directors who holds Ordinary Shares intends either to subscribe for New Ordinary Shares in full or to sell sufficient Nil Paid Rights during the nil paid dealing period to meet the costs of taking up the balance of their entitlement to New Ordinary Shares under the Rights Issue.

This announcement has been issued by, and is the sole responsibility of, ICG.

  DEFINITIONS AND GLOSSARY

The following expressions have the following meaning throughout this announcement, unless the context otherwise requires:

"Admission"		the admission of the New Ordinary Shares (nil paid) to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares (nil paid) to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards;
"Board"		the board of directors of the Company;
"Bookrunners"		means the Joint Lead Bookrunners and the Joint Bookrunner;
"Company" or "ICG"		Intermediate Capital Group PLC;
"Credit Suisse"		Credit Suisse (Securities) Europe Limited;
"Daily Official List"		the daily record setting out the prices of all trades in shares and other securities conducted on the London Stock Exchange;
"Directors"		the current Executive Directors and Non-executive Directors of the Company;
"Due Underwriting Proportions"		as regards J.P. Morgan Securities (on behalf of J.P. Morgan Cazenove) 30 per cent., as regards RBS Hoare Govett 30 per cent., as regards Credit Suisse 20 per cent., as regards Lloyds 15 per cent. and as regards HSBC 5 per cent.;
"Excluded Territories"		the US, Canada, Japan, Australia and the Republic of South Africa and any other jurisdiction where the extension or availability of the Rights Issue would break any applicable laws or regulation;
"existing Ordinary Shares"		the fully paid Ordinary Shares in issue at the Rights Issue Record Date;
"Ex-Rights Date"		the date on which the New Ordinary Shares are expected to commence trading ex-rights, being 21 July 2009;
"Extraordinary General Meeting"		the extraordinary general meeting of ICG to be held at 30 Old Broad Street, London EC2N 1HT on 20 July 2009 at 10.30 a.m.;
"Fully Paid Rights"		rights to acquire the New Ordinary Shares, fully paid;
"Group" or "ICG Group"		the Company and each of its subsidiaries and subsidiary undertakings from time to time;
"HSBC"		HSBC Bank plc;
"Issue Price"		121 pence per New Ordinary Share;
"Joint Bookrunner"		Credit Suisse;
"Joint Financial Advisers"		JPMC and RBS Hoare Govett;
"Joint Lead Managers"		Lloyds and HSBC;
"Joint Lead Bookrunners"		JPMC and RBS Hoare Govett;
"Joint Sponsors"		JPMC and RBS Hoare Govett;
"J.P. Morgan Cazenove or "JPMC"		J.P. Morgan Cazenove Limited;
"J.P. Morgan Securities or "JPMSL"		J.P. Morgan Securities Ltd;
"Listing Rules"		the listing rules made by the FSA under Party VI of FSMA (as amended from time to time);
"Lloyds"		Lloyds TSB Bank plc;
"London Stock Exchange"		London Stock Exchange plc;
"New Ordinary Shares"		the new Ordinary Shares to be issued by the Company pursuant to the Rights Issue;
"Nil Paid Rights"		rights to acquire New Ordinary Shares, nil paid, provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue;
"North America"		the United States of America and Canada;
"Official List"		the Official List of the UK Listing Authority;
"Ordinary Shares"		ordinary shares of 20 pence each in the capital of the Company;
"Overseas Shareholders"		Shareholders who have registered addresses outside the UK or who are located or resident in, countries outside the UK;
"Prospectus"		the Prospectus expected to be published on 2 July 2009 comprising a circular and a prospectus relating to the Company for the purpose of the Rights Issue (together with any supplements or amendments thereto);
"Prospectus Rules"		the rules made by the FSA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market;
"Provisional Allotment Letter" or "PAL"		the renounceable provisional allotment letter expected to be sent to Qualifying Non-CREST Shareholders by the Company in respect of the New Ordinary Shares (nil paid) provisionally allotted to them pursuant to the Rights Issue;
"Qualifying Shareholders"		holders of Ordinary Shares on the register of members of the Company at the Rights Issue Record Date;
"RBS"		The Royal Bank of Scotland plc;
"RBS Hoare Govett"		RBS Hoare Govett Limited;
"Regulatory Information Service"		one of the regulatory information services authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies;
"Resolutions"		the ordinary resolutions and special resolution to be proposed at the Extraordinary General Meeting;
"Restricted Shareholders"		Qualifying Shareholders having registered addresses in, or resident or located in, any of the Excluded Territories;
"Rights Issue"		the offer by way of rights of the New Ordinary Shares to Qualifying Shareholders at the Issue Price on the terms and subject to the conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders only (other than, subject to certain exceptions, Restricted Shareholders), the Provisional Allotment Letter;
"Rights Issue Record Date"		close of business on 17 July 2009;
"Shareholders"		holders of Ordinary Shares;
"Shares"		Ordinary Shares, or the New Ordinary Shares to be issued pursuant to the Rights Issue, as the context may require;
"UK Listing Authority" or "UKLA"		the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA;
"Underwriters"		J.P. Morgan Securities (on behalf of J.P. Morgan Cazenove), RBS Hoare Govett, Credit Suisse, Lloyds and HSBC;
"Underwriting Agreement"		the underwriting agreement between the Company and the Banks dated 2 July 2009;
"Underwritten Shares"		the New Ordinary Shares other than any New Ordinary Shares offered under the Rights Issue in respect of Ordinary Shares that (a) are in issue as at the rights Issue Record Date, but (b) are not comprised within 86,341,058 Ordinary Shares in issue as at the date of this announcement;
"United Kingdom" or "UK"		the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"		the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and
"US Securities Act"		the United States Securities Act of 1933, as amended.

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