Director/PDMR Shareholding

20 Jan 2009 14:50



Director/PDMR Shareholding

The Financial Services Authority ("FSA") has recently issued a statement to clarify some divergent interpretations of the disclosure requirements under the Disclosure and Transparency Rules ("DTR") for directors who grant security over their shareholdings by the creation of a security interest such as a pledge, mortgage or charge. The FSA now states that all grants of security over shares owned by persons discharging managerial responsibilities ("PDMRs") and their connected persons are required to be disclosed to the market by 23 January 2009. 

IPGL Limited ("IPGL"), a private investment company in which Michael Spencer, his wife and family trusts own approximately 55% of the issued share capital, has, in compliance with the Model Code, previously advised ICAP plc when ICAP shares owned by the IPGL group have been used as security for IPGL's normal corporate borrowing facilities.

In response to the FSA's statement, IPGL has now formally reconfirmed to ICAP plc under DTR 3 that, as part of its normal corporate borrowing facilities, a total of 123,420,724 Ordinary Shares of 10p each in the capital of ICAP plc registered in the name of IPGL's wholly-owned subsidiary, INCAP Finance B.V. ("INCAP"), are included in a package of assets charged pursuant to a loan facility agreement dated 6 October 2008 between IPGL, INCAP, certain other subsidiaries of IPGL and HSBC Bank Plc, which facility consolidated and replaced various previous secured financing arrangements of the IPGL group. IPGL has reconfirmed to ICAP plc that the only other outstanding security over INCAP's ICAP shares is the charge in favour of Barclays Bank PLC over 7,348,836 ICAP shares, pursuant to a financing arrangement structured as an equity swap transaction, which (due to its structure) was notified and announced under DTR 3 in July 2008. 

In addition, Michael Spencer, having previously disclosed the same to ICAP plc, has also formally confirmed to ICAP plc under DTR 3 that security granted in 2004 in favour of HSBC Private Bank (UK) Limited over 996,800 ICAP shares held by him personally, remains in effect to secure an unrelated personal loan. 

INCAP and Michael Spencer (as appropriate) remain the registered holders and beneficial owners of all of the relevant ICAP shares referred to above and retain control of the voting rights attached to such shares.

ICAP plc confirms that in respect of previous notifications received (in accordance with the Model Code), legal advice was taken which confirmed that disclosure to the market was not required at that time under the Disclosure and Transparency Rules.

ICAP plc (having made enquiry) is not aware of any other of its PDMRs or their connected persons who have granted any existing security interest such as a pledge, mortgage or charge over their ICAP shares.