TIDMTLPR
RNS Number : 3066Y
Tullett Prebon PLC
16 May 2016
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 combined class 1 circular and
prospectus published by Tullett Prebon plc ("Tullett Prebon") on 1
March 2016 (the "Original Prospectus"), the supplementary
prospectus published by Tullett Prebon on 5 April 2016 (the "First
Supplementary Prospectus") and the supplementary prospectus
expected to be published by Tullett Prebon later today (the
"Supplementary Prospectus") (together, the "Prospectus"). In
particular, attention is drawn to the risk factors set out in Part
II (Risk Factors) of the Original Prospectus. 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. Terms used in this announcement shall have the same
meanings as set out in the Original Prospectus unless otherwise
defined herein.
FOR IMMEDIATE RELEASE
16 May 2016
Tullett Prebon plc
IGBB preliminary results for the year ended 31 March 2016
Further to the announcement released on 11 November 2015
regarding the proposed acquisition by 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 today
announces the preliminary results of IGBB for the year ended 31
March 2016.
The financial information has been prepared on the basis
outlined in the appendix to this announcement. IGBB has not in the
past constituted a separate legal group and the results of IGBB
presented in this announcement might have been different had the
entities operated as a separate group from 1 April 2014.
The Transaction continues to be conditional upon clearances from
antitrust authorities in the UK, the United States, Australia and
Singapore. As previously announced, Tullett Prebon continues to
work cooperatively with those authorities in connection with their
review of the Transaction. Tullett Prebon will also seek a number
of approvals from other regulators, including the UK Financial
Conduct Authority in relation to a change of control, so as to
enable the Transaction to take place. Completion of the Transaction
will be subject to satisfaction of these and other conditions.
IGBB financial highlights for the year ended 31 March 2016
Year ended Year ended
31 March 31 March
2015 2016
GBPm GBPm
================================ =========== ===========
Revenue
IGBB Global Broking (including
iSwap):
EMEA 374 331
Americas 297 263
APAC 96 96
IGBB Information Services 41 51
--------------------------------- ----------- -----------
Revenue 808 741
--------------------------------- ----------- -----------
Trading operating profit 84 65
================================= =========== ===========
Adjusted trading operating
profit* 98 82
--------------------------------- ----------- -----------
Share of profit of associates
and joint ventures after tax 8 7
--------------------------------- ----------- -----------
*Adjusted trading operating profit is equal to trading operating
profit adjusted for certain indirect costs which are not to be
charged to IGBB by ICAP or incurred by IGBB following Completion
(which for the year ended 31 March 2016 amounted to GBP17 million
and which for the year ended 31 March 2015 amounted to GBP14
million)
Performance trends for IGBB for the year ended 31 March 2016
For the year ended 31 March 2016, on a reported basis, IGBB
revenue was 8 per cent. lower than in the year to 31 March 2015,
IGBB Global Broking (including iSwap) revenue was 10 per cent.
lower than the prior year and IGBB Information Services revenue was
24 per cent. higher than the prior year. On a regional basis, EMEA
revenue decreased by GBP43 million to GBP331 million (2014/15:
GBP374 million), the Americas saw a reduction of GBP34 million to
GBP263 million (2014/15: GBP297 million) and APAC revenue was in
line with 2014/15 at GBP96 million.
IGBB revenue from continuing businesses for the year ended 31
March 2016, on a constant currency basis, was 3 per cent. lower
than the prior year, IGBB Global Broking (including iSwap) revenue
was 4 per cent. lower than the prior year and IGBB Information
Services revenue was 22 per cent. higher than the prior year.
The trading performance of IGBB Global Broking (including iSwap)
was impacted by the ongoing combination of structural and cyclical
factors, including historically low and negative interest rates,
low levels of volatility, and bank deleveraging resulting in
reduced risk appetite from bank customers and which continue to act
as headwinds for the business. Global economic uncertainties and
oil price reductions generated spikes in activity but overall
market activity remained subdued.
Investments in e-Commerce and IGBB Global Broking's hybrid
footprint drove a 14 per cent. increase in matching revenue. During
the year, IGBB Global Broking launched Scrapbook, allowing
customers to efficiently manage corporate bond positions and, in
March 2016, after a successful pilot, launched CrossTrade on
TrueQuote, a new portal for buyside customers. The Relative Value
business, launched in August 2014, continued to grow and expand its
footprint and revenue more than doubled against the prior year. The
launch of technology solutions in equity derivatives continued to
improve the market position of the business, contributing to a 6
per cent. increase in equity product revenue (on a reported basis)
in 2015/16.
Cost base enhancements following the prior year restructuring of
broker compensation resulted in a 2 percentage point decrease in
broker compensation as a percentage of broking revenue to 50 per
cent. (2014/15: 52 per cent.).
IGBB's trading operating profit for the year ended 31 March 2016
of GBP65 million has been impacted by:
-- GBP17 million of indirect costs which are not to be charged
to IGBB by ICAP or incurred by IGBB following Completion;
-- GBP11 million of foreign exchange losses which have arisen
from accounting for the retranslation of non-functional currency
intercompany balances and other monetary items arising within IGBB
legal entities; and
-- GBP4 million of one-off legal and termination costs.
IGBB broker headcount as at 31 March 2016 is 1,368 (1,497 as at
31 March 2015 and 1,472 as at 30 June 2015). The decrease in broker
headcount reflects ongoing business management in addition to the
reclassification of ICAP India Private Limited as an associate.
IGBB current trading
IGBB's revenue from continuing businesses for April 2016, on a
constant currency basis, was in line with the prior year. A
marginal decrease in IGBB Global Broking (including iSwap) revenue
was offset by an increase in revenue from IGBB Information
Services.
Tullett Prebon current trading
Tullett Prebon issued a trading update on 12 May 2016, to
coincide with its Annual General Meeting, which is reproduced
below.
Revenue in the four months to April 2016 of GBP291 million was
2% higher than the GBP285 million reported for the same period last
year, and 1% lower at constant exchange rates.
Trading conditions have remained mixed, although the pick-up in
activity levels in certain products and markets observed in the
last two months of 2015 has continued during the period. In Europe
and the Middle East, trading volumes have remained subdued,
reflecting lower activity in traditional product areas. Activity
levels in the Americas have benefited from the investments that
have been made in Energy in the region. The performance of Asia
Pacific has continued to progress, benefiting from the investment
made in Fixed Income capability at the end of 2015.
Enquiries
Tullett Prebon
+44 (0)20 7200
Stephen Breslin (Group Head of Communications) 7750
Rothschild (Financial Adviser and +44 (0)20 7280
Sponsor to Tullett Prebon) 5000
Stephen Fox
Toby Ross
HSBC (Joint Corporate Broker to
Tullett Prebon)
Nick Donald +44 (0)20 7991
Peter Glover 8888
Numis (Joint Corporate Broker to
Tullett Prebon)
Michael Meade +44 (0)20 7260
Charles Farquhar 1000
+44 (0)20 7404
Brunswick 5959
Kim Fletcher tullettprebon@brunswickgroup.com
Mike Smith
Craig Breheny
IGBB preliminary combined financial statements for the year
ended 31 March 2016
Combined income statement
Year ended 31 March
2016
Trading Acquisition Exceptional Total
GBPm and disposal items GBPm
costs GBPm
GBPm
--------------------------- -------- -------------- ------------ ------
Revenue 741 -- -- 741
Operating expenses (678) -- -- (678)
Other income 2 -- -- 2
Operating profit 65 -- -- 65
Finance income 4 -- -- 4
Finance expense (2) -- -- (2)
Share of profit of
associates and JVs
after tax 7 -- -- 7
Profit before tax 74 -- -- 74
Tax (16) -- -- (16)
Profit for the year 58 -- -- 58
Attributable to:
Owners of IGBB 61 -- -- 61
Non-controlling interests (3) -- -- (3)
58 -- -- 58
--------------------------- -------- -------------- ------------ ------
Year ended 31 March
2015*
Trading Acquisition Exceptional Total
GBPm and disposal items GBPm
costs GBPm
GBPm
--------------------------- -------- -------------- ------------ ------
Revenue 808 -- -- 808
Operating expenses (727) (1) (73) (801)
Other income 3 -- -- 3
Operating profit 84 (1) (73) 10
Finance income 2 1 -- 3
Finance expense (1) -- -- (1)
Share of profit of
associates and JVs
after tax 8 -- -- 8
Profit before tax 93 -- (73) 20
Tax (15) (3) 19 1
Profit for the year 78 (3) (54) 21
Attributable to:
Owners of IGBB 79 (3) (54) 22
Non-controlling interests (1) -- -- (1)
78 (3) (54) 21
--------------------------- -------- -------------- ------------ ------
*Comparative financial information for the year ended 31 March
2015 was previously published in the Original Prospectus.
IGBB combined statement of comprehensive income
Year Year
ended ended
31 March 31 March
2015* 2016
GBPm GBPm
--------------------------------- --------- ---------
Profit for the year 21 58
Other comprehensive
profit
Items that will be reclassified
subsequently to profit
or loss when specific
conditions are met:
- Exchange differences 25 18
--------------------------------------- --------- ---------
Other comprehensive
profit for the year,
net of tax 25 18
--------------------------------------- --------- ---------
Total comprehensive
profit for the year 46 76
--------------------------------------- --------- ---------
Total comprehensive
profit attributable
to:
Owners of IGBB 45 77
Non-controlling interests 1 (1)
46 76
------------------------------------ --------- ---------
*Comparative financial information for the year ended 31 March
2015 was previously published in the Original Prospectus.
IGBB combined balance sheet
As at As at
31 March 31 March
2015* 2016
GBPm GBPm
-------------------------------- ---------- ----------
Assets
Non-current assets
Intangible assets arising
on consolidation 82 83
Intangible assets arising
from development expenditure 44 48
Property and equipment 26 19
Investment in joint
ventures 7 9
Investment in associates 36 42
Available-for-sale investments 9 12
Deferred tax asset 12 15
Trade and other receivables 2 2
218 230
-------------------------------- ---------- ----------
Current assets
Trade and other receivables 24,236 20,811
Receivable from affiliates 122 93
Restricted funds 35 33
Cash and cash equivalents 350 359
24,743 21,296
-------------------------------- ---------- ----------
Total assets 24,961 21,526
---------------------------------- ---------- ----------
Liabilities
Current liabilities
Trade and other payables (24,194) (20,738)
Payable to affiliates (75) (44)
Bank overdraft (33) (81)
Tax payable (30) (35)
Provisions (14) (15)
(24,346) (20,913)
-------------------------------- ---------- ----------
Non-current liabilities
Trade and other payables (6) (4)
Deferred tax liabilities (11) (13)
Retirement benefit obligations (4) (5)
Provisions (20) (17)
(41) (39)
-------------------------------- ---------- ----------
Total liabilities (24,387) (20,952)
Net assets 574 574
Invested capital
-------------------------------- ---------- ----------
Invested capital attributable
to:
Owners of the IGBB 548 553
Non-controlling interests 26 21
Total invested capital 574 574
---------------------------------- ---------- ----------
*Comparative financial information for the year ended 31 March
2015 was previously published in the Original Prospectus.
IGBB combined statement of changes in invested capital
Owners Non-controlling Total
GBPm interest GBPm
Year ended 31 March 2016 GBPm
---------------------------- ------- ---------------- ------
Balance as at 1 April
2015 548 26 574
Profit/(loss) for the
year 61 (3) 58
Other comprehensive profit
for the year, net of
tax 16 2 18
Total comprehensive profit
for the year 77 (1) 76
Net distributions in
the year (72) (2) (74)
Other movements in NCI -- (2) (2)
------------------------------ ------- ---------------- ------
Balance as at 31 March
2016 553 21 574
------------------------------ ------- ---------------- ------
Owners Non-controlling Total
GBPm interest GBPm
Year ended 31 March 2015* GBPm
---------------------------- ------- ---------------- ------
Balance as at 1 April
2014 602 25 627
Profit/(loss) for the
year 22 (1) 21
Other comprehensive profit
for the year, net of
tax 23 2 25
Total comprehensive profit
for the year 45 1 46
Net distributions in
the year (99) -- (99)
Balance as at 31 March
2015 548 26 574
------------------------------ ------- ---------------- ------
*Comparative financial information for the year ended 31 March
2015 was previously published in the Original Prospectus.
IGBB combined statement of cash flows
Year Year
ended ended
31 March 31 March
2015* 2016
GBPm GBPm
---------------------------------------- --------- ---------
Cash flows from operating
activities 24 45
Cash flows from investing
activities
Dividends received from associates 4 5
Dividends received from joint 1 --
ventures
Payments to acquire property
and equipment (3) (2)
Payments to acquire intangible
development expenditure (16) (19)
Proceeds from disposal of 1 --
subsidiary
Proceeds from disposal of
available-for-sale investments -- 1
Acquisition of associates,
joint ventures and available-for-sale (1) (3)
Net cash flows from investing
activities (14) (18)
------------------------------------------ --------- ---------
Cash flows from financing
activities
Dividend paid to NCI -- (2)
Net cash distributions from/(to)
affiliates (131) (72)
Net cash flows from financing
activities (131) (74)
------------------------------------------ --------- ---------
Net decrease in cash and
cash equivalents (121) (47)
Cash and cash equivalents
at beginning of the year** 367 317
FX adjustments 71 8
Cash and cash equivalents
at end of the year** 317 278
------------------------------------------ --------- ---------
*Comparative financial information for the year ended 31 March
2015 was previously published in the Original Prospectus.
**Net of bank overdraft.
Appendix
Basis of preparation
Preparation of Combined Financial Information
The Combined Financial Information of the ICAP Global Broking
Business (herein also referred to as the "IGBB") has been prepared
on a basis that combines the results and assets and liabilities of
IGBB by applying the principles underlying the consolidation
procedures of IFRS 10 (revised) "Consolidated Financial
Statements". The Combined Financial Information has been prepared
from the ICAP Group consolidation schedules which include the
individual financial returns of IGBB companies and the ICAP Group
consolidation and other adjustments attributable to IGBB entities
and businesses.
This basis of preparation describes how the Combined Financial
Information has been prepared in accordance with International
Financial Reporting Standards ("IFRSs") as adopted by the European
Union and as issued by the International Accounting Standards
Board. References to IFRSs hereafter should be construed as
references to IFRSs as adopted by the EU. IFRS does not provide for
the preparation of combined financial information, or for the
specific accounting treatment set out below, and, accordingly, in
preparing the Combined Financial Information, certain accounting
conventions commonly used for the preparation of historical
financial information for inclusion in investment circulars as
described in the Annexure to SIR 2000 "Standards for Investment
Reporting applicable to public reporting engagements on historical
financial information" issued by the UK Auditing Practices Board
have been applied.
The accounting policies that were in force as at 1 April 2015
and were adopted by ICAP Group for the financial year ended 31
March 2016 were applied in the preparation of the Combined
Financial Information for all years. These accounting policies are
consistent with those used by Tullett Prebon plc in its annual
financial statements for the year ended 31 December 2015.
The preparation of Combined Financial Information requires ICAP
management to apply judgements and the use of estimates and
assumptions about future conditions. ICAP management considers
impairment review of goodwill and other intangible assets arising
on consolidation to be the area requiring exercise of increased
judgement. Estimates and assumptions are continuously evaluated and
are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances.
Due to the inherent uncertainty in making estimates, actual
results reported in future years may be based on amounts which
differ from those estimates. Revisions to accounting estimates are
recognised in the year in which the estimate is revised and in any
future years affected.
The following summarises the key accounting and other principles
applied in preparing the Combined Financial
Information:
-- The IGBB has not in the past constituted a separate legal
group and therefore it is not meaningful to show share capital or
an analysis of reserves for the IGBB. The net assets of the IGBB
are represented by Invested Capital, the cumulative investment of
ICAP plc and its subsidiaries (that are not part of the IGBB
together with associates and joint ventures "ICAP Non-IGBB Group
affiliates" or "affiliates"). Any funding to, investments in and
dividends received from/paid to ICAP Non-IGBB Group affiliates are
shown as movements in Invested Capital.
-- The trading results of IGBB are stated after the allocation
of ICAP head office and corporate costs comprising those directly
attributable to IGBB and of indirect costs consistent with the
historical allocations to ICAP's operating segments. Certain
indirect costs (which for the year ended 31 March 2016 amounted to
GBP17m) are not to be charged to the IGBB by ICAP or incurred by
the IGBB following Completion. The results of the IGBB presented
might have been different had the entities operated as a separate
group from 1 April 2014. The results are not necessarily indicative
of future years since the relationship of costs in respect of IGBB
functions and services provided by ICAP Non-IGBB Group affiliates
and related parties may be different.
-- The tax charges in the Combined Financial Information have
been determined based on the analysis of ICAP Group's tax charge
and, assessment of how much is attributable to the IGBB business,
taking into account legal entity charges and applicable group level
adjustments. The tax charges recorded in the combined income
statement may have been affected by the taxation arrangements
within ICAP Group, and are not necessarily representative of the
tax charges that could apply in the future.
-- Current tax receivable/payable and deferred tax assets and
liabilities were determined based on the analysis of ICAP Group's
current tax position and temporary differences at each year-end and
assessment of how these relate directly or indirectly to the IGBB
business.
-- Tax payments made in the year as presented in the combined
statement of cash flows have been determined based on the
aggregated payments made by the IGBB entities including service
companies. IGBB cash outflows relating to tax are not necessarily
representative of tax payments that would be made by the IGBB in
the future.
-- Transactions and balances between entities included within the IGBB have been eliminated.
-- Trading balances between IGBB entities and other ICAP
companies have been presented in the combined balance sheet as
current receivables and current payables.
-- The Combined Financial Information does not include
borrowings and the finance costs associated with those borrowings.
Funding is made available to IGBB as part of central treasury
arrangements within ICAP Group. Therefore the finance costs and
liabilities in the IGBB's Combined Income Statements and Combined
Balance Sheets are not necessarily representative of finance costs
and liabilities that may arise if the IGBB was seen in
isolation.
-- Certain assets and liabilities and their associated income
statement impact are included within the combined financial
information of the IGBB that will not transfer as part of the sale
of the IGBB to Tullett Prebon plc per the Acquisition Agreement and
will be retained by the ICAP Group.
-- Assets including intangible assets arising from development
expenditures and property and equipment in the combined balance
sheet have been determined based on the assets recorded in IGBB
companies, excluding assets recorded in IGBB service companies that
are attributable to other businesses of ICAP Group outside IGBB but
including shared assets of GBP17m as at 31 March 2016. This
approach follows how management views assets employed by each ICAP
operating segment. The same approach has been adopted to determine
the amortisation and depreciation expenses relating to these assets
in the combined income statement. The shared assets, which as at 31
March 2016 were GBP17m, are not to be acquired by Tullett Prebon
plc under the terms of the Acquisition Agreement.
Presentation of the combined income statement
The IGBB has presented its combined income statement in a
columnar format, which enables IGBB to improve the understanding of
its results by presenting its trading profit, which is reconciled
to profit before tax on the face of the combined income
statement.
The column 'acquisition and disposal costs' includes: (i) any
gains, losses or other associated costs on the full or partial
disposal of investments, associates, joint ventures or subsidiaries
and costs associated with a combination that do not constitute fees
relating to the arrangement of financing; amortisation or
impairment of intangible assets arising on consolidation; (ii) any
re-measurement after initial recognition of deferred contingent
consideration which has been classified as a liability; and (iii)
any gains or losses on the revaluation of previous interests. The
column may also include items such as gains or losses on the
settlement of pre-existing relationships with acquired businesses
and the re-measurement of liabilities that are above the value of
indemnification.
Items which are of a non-recurring nature and material, when
considering both size and nature, are disclosed separately to give
a clearer presentation of IGBB's results. These are shown as
'exceptional items' on the face of the combined income
statement.
Foreign currencies
In individual entities, transactions denominated in foreign
currencies are recorded at the prior month closing exchange rate
between the functional currency and the foreign currency. At each
end of the reporting year, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing at the end of the reporting year. Exchange differences
are recognised in the combined income statement, except for
exchange differences arising on non-monetary assets and liabilities
where these form part of the net investment of an overseas business
or are designated as hedges of a net investment or cash flow and,
therefore, the changes in value resulting from exchange differences
are recognised directly in other comprehensive income.
On combination, the results of businesses with non-pound
sterling functional currencies are translated into the
presentational currency of the IGBB at the average exchange rates
for the year where these approximate to the rate at the date of the
transactions. Assets and liabilities of overseas businesses are
translated into the presentational currency of the IGBB at the
exchange rate prevailing at the end of the reporting year. Exchange
differences arising are recognised within other comprehensive
income.
Goodwill and fair value adjustments arising on the acquisition
of a non-pound sterling entity are treated as assets and
liabilities of that entity and translated into the presentational
currency of the IGBB at the year closing rate. Where applicable,
the IGBB has elected to treat goodwill and fair value adjustments
arising before the date of transition to IFRS as denominated in the
presentational currency of the IGBB.
In the combined statement of cash flows, cash flows denominated
in foreign currencies are translated into the presentational
currency of IGBB at the average exchange rates for the year or at
the rate prevailing at the time of the transaction where more
appropriate.
Risk management
IGBB, as part of its day-to-day operations faces certain risks
including liquidity risk, credit risk, financial and market risks
including interest rate risk and currency translation risks. These
risks are maintained and managed centrally as part of IGBB's risk
management framework.
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 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
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 reflect 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 relating to Tullett
Prebon's or IGBB's results of operations, financial position,
liquidity, prospects, growth or strategies and the industry in
which Tullett Prebon and IGBB operate. 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.
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
Tullett Prebon share for the current or future financial years, or
those of the Enlarged Group, will necessarily match or exceed the
historical published earnings per Tullett Prebon share.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
Except as explicitly stated, neither the content of Tullett
Prebon's nor ICAP's website, nor any website accessible by
hyperlinks on Tullett Prebon's or ICAP's website is incorporated
in, or forms part of, this announcement.
This announcement is an advertisement and not a prospectus and
has been prepared solely for the purpose of the Transaction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR GGUCUAUPQUQQ
(END) Dow Jones Newswires
May 16, 2016 02:13 ET (06:13 GMT)
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