TP ICAP Regulatory News (TCAP)

12 March 2024

TP ICAP Group plc

Launch of second share buyback programme of £30 million

Following the completion of its first buyback programme of £30 million in January 2024 (the "First Buyback"), TP ICAP Group plc (the "Company" or "TP ICAP") announces that it will commence a second share buyback programme, starting today, of TP ICAP's ordinary shares of 25p each (the "Ordinary Shares") for a maximum consideration of £30 million (the "Second Buyback", together with the First Buyback, the "Buybacks"), in order to reduce the capital of the Company and/or meet obligations under employee share schemes. Ordinary Shares purchased under the Buyback that are not cancelled will have their rights to dividend receipt waived by the Company.

The Second Buyback highlights the Board's confidence in the future prospects of TP ICAP, reflects its strong financial position, and is consistent with its dynamic capital management strategy, which is a key priority. This means reducing our debt, and returning surplus capital to shareholders, subject to our ongoing investment needs and balance sheet requirements.

TP ICAP is cash generative with a prudent capital management framework and the Board believes the Second Buyback strikes the appropriate balance between the continued and substantial investment in the Company's organic prospects such as Fusion, Liquidnet Credit, and Parameta Solutions, alongside reducing debt at a time when interest rates are high.

In line with the Company's clear dividend policy (a 50% pay-out ratio of adjusted post-tax earnings), the Board is recommending a final dividend of 10.0 pence per share, up 27%, which would bring the total 2023 dividend to 14.8 pence, an increase of 19%. The final dividend will be paid to eligible shareholders on 24 May 2024, with an ex-dividend and record date of 11 April 2024 and 12 April 2024, respectively.

In addition to the Buybacks, we freed up £100 million of cash before the end of 2023, ahead of schedule. This cash is being used to reduce debt and other financing obligations, lowering our future net finance costs, and increasing our investment grade headroom.

Subject to the Company's balance sheet and investment needs, we are assessing opportunities to free up more cash and pay down more debt, and/or return additional capital to shareholders.

Any share purchases will be made by the Company within certain pre-set parameters and in accordance with the general authority of the Company to repurchase shares granted by shareholders at the Company's Annual General Meeting held on 17 May 2023, which permits the Company to purchase no more than 78,867,093 ordinary shares (or 10% of the issued share capital). The Company bought back 16,925,189 shares in the First Buyback which was completed on 3 January 2024.

The Second Buyback will be conducted in compliance with Chapter 12 of the Financial Conduct Authority's Listing Rules and with European Union (EU) Regulation No 596/2014 ("MAR") and the MAR buyback technical standards (Commission Delegated Regulation (EU) 2016/1052) (the "Technical Standards"), both of which form part of Retained EU Law as defined in the European Union (Withdrawal) Act 2018.

The Company will initially rely on the safe harbour conditions for trading set out in Article 3(2) and Article 3(3) of the Technical Standards. However, if the safe harbour conditions were to constrain the Company's ability to purchase the Second Buyback within the targeted timeframe given, for example, share illiquidity, the Company may subsequently decide and announce its intention to trade outside of the safe harbour conditions.

The Company has entered into an agreement with Peel Hunt LLP ("Peel Hunt") under which it has issued instructions (that are irrevocable during any closed period) to Peel Hunt to manage the Second Buyback as "matched" principal. Peel Hunt will carry out the Company's instructions through the acquisition of Ordinary Shares for subsequent repurchase by the Company. This arrangement is in accordance with Chapter 12 of the FCA's Listing Rules and the Company's general authority to repurchase Ordinary Shares. Peel Hunt will make its trading decisions independently of, and uninfluenced by, the Company during any closed periods of the Group.

Peel Hunt will undertake transactions in Ordinary Shares on any available trading venue or on an over-the-counter basis in order to execute the Second Buyback. Disclosure of such transactions will not be made by Peel Hunt as a result of or as part of the Second Buyback, but Peel Hunt will continue to make any disclosures it is otherwise legally required to make.

Details of any and all purchases made under the Second Buyback will be provided via RNS announcements by no later than 7.30 a.m. on the business day following the calendar day on which the purchase occurred and also published in the regulatory news section of the Group's website.

Forward looking statements

This document contains forward looking statements with respect to the financial condition, results and business of the Group. By their nature, forward looking statements involve risk and uncertainty and there may be subsequent variations to estimates. The Group's actual future results may differ materially from the results expressed or implied in these forward-looking statements.

Enquiries:

Group Company Secretary Vicky Hart Email: companysecretarial@tpicap.com

Analysts and investors Dominic Lagan Direct: +44 (0) 20 3933 0447

Email: dominic.lagan@tpicap.com

Media Richard Newman Direct: +44 (0) 7469 039 307

Email: richard.newman@tpicap.com

About TP ICAP