TP ICAP Regulatory News (TCAP)

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) to be published by Tullett Prebon plc later today. 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

1 March 2016

Tullett Prebon plc

Update on the proposed acquisition of ICAP's global hybrid voice broking and information business

Further to the announcement released on 11 November 2015 (the "Announcement") regarding the proposed acquisition by Tullett Prebon plc ("Tullett Prebon") 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"), Tullett Prebon announces the combined class 1 circular and prospectus relating to the Transaction (the "Prospectus"), will be published later today. Tullett Prebon is also updating shareholders on the progress towards satisfying certain of the conditions to completion of the Transaction. Terms defined in the Announcement have the same meanings in this announcement.

Approvals of the existing shareholders of Tullett Prebon and ICAP

The Prospectus will be dispatched to Tullett Prebon's existing shareholders on or around 2 March 2016, following publication later today. Tullett Prebon's shareholder vote will take place on 24 March 2016. A shareholder circular will be dispatched to ICAP's existing shareholders on or around 2 March 2016, following publication later today and ICAP's shareholder vote will also take place on 24 March 2016.

Clearance from the Competition and Markets Authority ("CMA"), the United States Antitrust agencies and certain other antitrust authorities

As notified to its shareholders on 2 February 2016, Tullett Prebon has received a request for additional information and documentary material from the United States Department of Justice (the "DOJ") in connection with the Transaction. This form of request from the DOJ, often referred to as a "Second Request", is part of the regulatory process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). At this stage there is no further update on discussions with the DOJ. The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Tullett Prebon and ICAP have substantially complied with the Second Request, unless that period is extended voluntarily by the companies or terminated earlier. Tullett Prebon continues to respond to the Second Request and to continue to work cooperatively with the DOJ in connection with its review of the Transaction.

Tullett Prebon and ICAP are also actively engaged in pre-notification discussions with the CMA, having submitted a draft notification, met with the CMA and responded to CMA requests for information.

Clearance will also be requested by Tullett Prebon and ICAP from anti-trust authorities in Singapore and Australia.

Approval by various regulatory bodies including the Financial Conduct Authority ("FCA")

Tullett Prebon will seek a number of approvals from regulators including the FCA in relation to a change of control to enable the Transaction to take place. Tullett Prebon intends to make such applications before the end of H1 2016.

As previously announced, Tullett Prebon has discussed the terms of a new Investment Firm Consolidation Waiver with the FCA, who have advised that they would be minded to grant the permissions requested subject to any material changes and to Completion.

Completion of ICAP's internal reorganisation, approval of ICAP's bondholders and approval of ICAP's scheme of arrangement

Certain court papers relating to the scheme of arrangement were filed by ICAP with the court on 22 February 2016. ICAP is in the process of obtaining a number of approvals in relation to change of control from a number of regulators in order for its intra-group reorganisation to be completed, which is expected to take place before the end of H1 2016.

Completion

Subject to satisfaction of the conditions to Completion, Tullett Prebon continues to anticipate that the Transaction will close in 2016.

Further announcements will be made in due course.

Enquiries

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 the Company in connection with the Transaction. Rothschild is acting exclusively for the Company 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 the Company 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 the Company 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 the Company in connection with the Transaction. HSBC is acting exclusively for the Company and no-one else in connection with the Transaction. HSBC will not be responsible to anyone other than the Company 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 the Company 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 the Company in connection with the Transaction. Numis is acting exclusively for the Company and no-one else in connection with the Transaction. Numis will not be responsible to anyone other than the Company 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 the Company 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 may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements Tullett Prebon's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, Tullett Prebon disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

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.