Last checked at 24 Mar 2016 14:16
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
This announcement is an advertisement for the purposes of the United Kingdom Prospectus Rules and not a prospectus and not an offer of securities for sale in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus (as defined below) published by Tullett Prebon plc on 1 March 2016. This announcement does not constitute an offer of securities for sale, or an offer to acquire or exchange securities in the United States or in any other jurisdiction.
FOR IMMEDIATE RELEASE
24 March 2016
Tullett Prebon plc
Results of General Meeting
On 11 November 2015 Tullett Prebon plc ("Tullett Prebon", or the "Company") announced its proposed acquisition of the global hybrid voice broking and information business of ICAP plc ("ICAP") including ICAP's associated technology and broking platforms (including iSwap and Fusion) and certain of ICAP's joint ventures and associates ("IGBB") (the "Transaction").
The Company published a combined class 1 circular and prospectus relating to the Transaction (the "Prospectus") on 1 March 2016.
Tullett Prebon announces that at a General Meeting of the Company held today, Tullett Prebon shareholders have approved, by way of poll, both the resolutions set out in Part XXV of the Prospectus.
The results of the poll for each resolution are set out below:
Resolution | Details | Number of poll votes received | For (% of shares voted) | Against (% of shares voted) | Withheld |
1 | To approve the Transaction and to authorise the Directors to take all steps and enter into all agreements and arrangements necessary or desirable to implement the Transaction | 204,045,560 | 94.29% | 5.71% | 772,628 |
2 | To authorise the Directors to allot and issue up to 325,426,232 New Tullett Prebon Shares | 204,045,560 | 94.17% | 5.83% | 772,628 |
Notes
(A) Votes withheld are not votes in law and have therefore not been counted in the calculation of the percentage of votes "For" or "Against" a resolution.
(B) Tullett Prebon's total ordinary shares in issue (total voting rights) as at 24 March 2016 was 243,516,227 ordinary shares of 25 pence each. Ordinary shareholders are entitled to one vote per ordinary share held. The votes received, including votes withheld, amount to 84.11% of the total issued share capital.
The Transaction remains subject to the conditions to Completion, which include regulatory and competition approval. Subject to satisfaction of the conditions to Completion the Company continues to anticipate that the Transaction will close in 2016.
In accordance with LR 9.6.2, a copy of the resolutions passed at today's General Meeting will be submitted to the National Storage Mechanism and will be shortly available for inspection at www.morningstar.co.uk/uk/nsm.
Terms used in this announcement shall have the same meanings as set out in the Prospectus.
Enquiries
Tullett Prebon | |
Paul Mainwaring (Finance Director) | +44 (0)20 7200 7995 |
Stephen Breslin (Group Head of Communications) | +44 (0)20 7200 7750 |
Rothschild (Financial Adviser and Sponsor to Tullett Prebon) |
+44 (0)20 7280 5000 |
Stephen Fox Toby Ross | |
HSBC (Joint Corporate Broker to Tullett Prebon) Nick Donald Peter Glover
Numis (Joint Corporate Broker to Tullett Prebon) Michael Meade Charles Farquhar
| +44 (0)20 7991 8888
+44 (0)20 7260 1000
|
Brunswick | +44 (0)20 7404 5959 |
Kim Fletcher | tullettprebon@brunswickgroup.com |
Mike Smith | |
Craig Breheny |
Important notice
N M Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as sponsor and financial adviser to Tullett Prebon in connection with the Transaction. Rothschild is acting exclusively for Tullett Prebon and no-one else in connection with the Transaction and save for any responsibilities and liabilities, if any, which may be imposed on Rothschild, in its capacity as sponsor by the Financial Services and Markets Act 2000, as amended, Rothschild will not be responsible to anyone other than Tullett Prebon for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Transaction or the contents of this announcement or any transaction, arrangement or matter referred to herein. The information provided in this announcement is entirely based on information provided by Tullett Prebon and has not been independently verified by Rothschild. Accordingly, Rothschild does not accept any responsibility or liability whatsoever, and makes no representations or warranty, express or implied, for the contents of this announcement. Rothschild disclaims, to the fullest extent permitted by law all and any responsibility and liability howsoever arising which it might otherwise have in respect of this announcement.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as Joint Corporate Broker to Tullett Prebon in connection with the Transaction. HSBC is acting exclusively for Tullett Prebon and no-one else in connection with the Transaction. HSBC will not be responsible to anyone other than Tullett Prebon for providing the protections afforded to clients of HSBC or for providing advice in relation to the Transaction or the contents of this announcement or any transaction, arrangement or matter referred to herein. The information provided in this announcement is entirely based on information provided by Tullett Prebon and has not been independently verified by HSBC. Accordingly, HSBC does not accept any responsibility or liability whatsoever, and makes no representations or warranty, express or implied, for the contents of this announcement. HSBC disclaims, to the fullest extent permitted by law all and any responsibility and liability howsoever arising which it might otherwise have in respect of this announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority, is acting as Joint Corporate Broker to Tullett Prebon in connection with the Transaction. Numis is acting exclusively for Tullett Prebon and no-one else in connection with the Transaction. Numis will not be responsible to anyone other than Tullett Prebon for providing the protections afforded to clients of Numis or for providing advice in relation to the Transaction or the contents of this announcement or any transaction, arrangement or matter referred to herein. The information provided in this announcement is entirely based on information provided by Tullett Prebon and has not been independently verified by Numis. Accordingly, Numis does not accept any responsibility or liability whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement. Numis disclaims, to the fullest extent permitted by law all and any responsibility and liability howsoever arising which it might otherwise have in respect of this announcement.
This announcement has been issued by and is the sole responsibility of Tullett Prebon.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, and no offer of securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i) in accordance with the requirements under the US Securities Exchange Act of 1934, as amended, a registration statement under the US Securities Act of 1933, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption therefrom. No securities are intended to be registered under the US Securities Act of 1933, as amended.
This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom (including the Listing Rules and the Disclosure and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.