TIDMSR58
RNS Number : 1316V
TP ICAP Finance PLC
03 April 2023
TP ICAP Finance plc announces Cash Tender Offer for its
outstanding
GBP500,000,000 5.250 per cent. Notes due 2024
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW) .
3 April 2023. TP ICAP Finance plc (the Offeror) announces today
an invitation to eligible holders of its outstanding GBP500,000,000
5.250 per cent. Notes due 2024 (ISIN: XS1555815494) (the Notes) to
tender any and all of such Notes for purchase by the Offeror for
cash subject to the satisfaction (or waiver by the Offeror) of the
New Financing Condition (as defined below) (such invitation, the
Offer).
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 3 April
2023 (the Tender Offer Memorandum) prepared by the Offeror in
connection with the Offer, and is subject to the offer restrictions
set out below, as more fully described in the Tender Offer
Memorandum. For detailed terms of the Offer, please refer to the
Tender Offer Memorandum, copies of which are (subject to
distribution restrictions) available from the Tender Agent as set
out below.
Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender
Offer Memorandum.
Summary of the Offer
A summary of certain of the terms of the Offer appears
below:
Description ISIN / Outstanding Nominal Amount subject to the
of the Notes Common Code Amount Purchase Price Offer
----------------------- ------------------------ ----------------------- ----------------- -----------------------
5.250 per cent. Notes XS1555815494 / GBP246,887,000 100.00 per cent. Any and all
due 2024 155581549
Rationale for the Offer
The Offer, in conjunction with the issuance of the New Notes (as
defined below), is being made to proactively manage the Offeror's
debt profile. Notes purchased by the Offeror pursuant to the Offer
are expected to be cancelled and will not be re-issued or
re-sold.
Purchase Price
The Offeror will pay for any Notes validly tendered and accepted
for purchase by it pursuant to the Offer a purchase price for such
Notes equal to 100.00 per cent. of the nominal amount of such Notes
(the Purchase Price).
Accrued Interest
The Offeror will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the Offer.
Amount subject to the Offer
If the Offeror decides to accept any valid tenders of Notes for
purchase pursuant to the Offer, the Offeror will, subject to
satisfaction of the New Financing Condition (as defined below),
accept for purchase all Notes that are validly tendered in full,
with no pro rata scaling.
New Financing Condition
The Offeror announced on 3 April 2023 its intention to issue new
sterling-denominated fixed rate notes due 2030 (the New Notes), to
be guaranteed by TP ICAP Group plc, subject to market conditions.
The proceeds of the issue of the New Notes will be used, in whole
or in part, to finance the Offer.
Whether the Offeror will accept for purchase any Notes validly
tendered in the Offer and complete the Offer is subject, without
limitation, to the successful completion (in the sole determination
of the Offeror) of the issue of the New Notes (the New Financing
Condition) (unless the Offeror, in its sole and absolute
discretion, elects to waive the New Financing Condition).
Even if the New Financing Condition is satisfied, the Offeror is
under no obligation to accept for purchase any Notes tendered
pursuant to the Offer. The acceptance for purchase by the Offeror
of Notes validly tendered pursuant to the Offer is at the sole
discretion of the Offeror, and tenders may be rejected by the
Offeror for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the base
prospectus dated 27 March 2023 and the applicable final terms, once
published, prepared in connection with the issue of the New Notes
and their admission to the Official List of the Financial Conduct
Authority and admission to trading on the main market of the London
Stock Exchange plc (together, the Prospectus), and no reliance is
to be placed on any representations other than those contained in
the Prospectus.
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
relevant Holder and the selling restrictions set out in the
Prospectus). It is the sole responsibility of each Holder to
satisfy itself that it is eligible to purchase the New Notes.
The New Notes and the guarantee in respect thereof are not
being, and will not be, offered or sold in the United States.
Nothing in either this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes or the guarantee in respect thereof in the United
States or any other jurisdiction. Securities may not be offered,
sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of, the United
States Securities Act of 1933, as amended (the Securities Act). The
New Notes and the guarantee in respect thereof have not been, and
will not be, registered under the Securities Act or the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly,
within the United States or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities
Act).
Compliance information for the New Notes : UK MiFIR
professionals/ECPs-only/No EEA/UK PRIIPs KID - eligible
counterparties and professional clients only (all distribution
channels). No sales to retail investors in the European Economic
Area (EEA) or the United Kingdom (UK). No key information document
has been or will be prepared pursuant to Regulation (EU) No
1286/2014 (as amended, the EEA PRIIPs Regulation) or that
Regulation as it forms part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018, as amended (the UK PRIIPs
Regulation), and accordingly sales to retail investors in the EEA
and/or the UK may be unlawful under the EEA PRIIPs Regulation
and/or the UK PRIIPs Regulation.
See the Prospectus for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
The Offeror will, in connection with the allocation of the New
Notes, consider among other factors whether or not the relevant
investor seeking an allocation of the New Notes has, prior to such
allocation, validly tendered or indicated a firm intention to the
Offeror or the Dealer Managers that they intend to tender their
Notes pursuant to the Offer and, if so, the aggregate nominal
amount of Notes tendered or intended to be tendered by such
investor. Therefore, a Holder who wishes to subscribe for New Notes
in addition to tendering its Notes for purchase pursuant to the
Offer may be eligible to receive, at the sole and absolute
discretion of the Offeror, priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Holder also
making a separate application for the purchase of such New Notes to
the Dealer Managers (in their capacity as joint lead managers of
the issue of the New Notes) or to any other joint lead manager of
the issue of the New Notes in accordance with the standard new
issue procedures of such joint lead manager. However, the Offeror
is not obliged to allocate the New Notes to a Holder who has
validly tendered or indicated a firm intention to tender the Notes
pursuant to the Offer and, if New Notes are allocated, the nominal
amount thereof may be less or more than the nominal amount of Notes
tendered by such Holder and accepted by the Offeror pursuant to the
Offer. Any such allocation will also, among other factors, take
into account the minimum denomination of the New Notes (being
GBP100,000).
All allocations of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary
new issue allocation processes and procedures. In the event that a
Holder validly tenders Notes pursuant to the Offer, such Notes will
remain subject to such tender and the conditions of the Offer as
set out in the Tender Offer Memorandum irrespective of whether that
Holder receives all, part or none of any allocation of New Notes
for which it has applied.
Holders should note that the pricing and allocation of the New
Notes are expected to take place prior to the Expiration Deadline
for the Offer and any Holder that wishes to subscribe for New Notes
in addition to tendering existing Notes for purchase pursuant to
the Offer should therefore provide, as soon as practicable, to any
Dealer Manager any indications of a firm intention to tender Notes
for purchase pursuant to the Offer and the quantum of Notes that it
intends to tender in order for this to be taken into account as
part of the New Notes allocation process.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offer, Holders must validly tender their Notes for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 12 April 2023 unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of no less than GBP100,000 (being the
minimum denomination of the Notes), and may be submitted in
integral multiples of GBP1,000 thereabove.
Announcement of Results
The Offeror will announce, as soon as reasonably practicable on
13 April 2023, whether it will accept (subject to satisfaction or
waiver of the New Financing Condition on or prior to the Settlement
Date) valid tenders of Notes for purchase pursuant to the Offer
and, if so accepted, the aggregate nominal amount of Notes accepted
for purchase pursuant to the Offer.
Indicative timetable for the Offer
The anticipated transaction timetable is summarised below . The
times and dates are indicative only and subject to change:
Events Times and Dates
(All times are London time)
--------------------------------------------------------------- -----------------------------------------------------
Commencement of the Offer 3 April 2023
Announcement of Offer and the intention of the Offeror to
issue the New Notes, subject to
market conditions.
Tender Offer Memorandum available from the Tender Agent
(subject to the restrictions set out
in "Offer and Distribution Restrictions" below).
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the 4.00 p.m. on 12 April 2023
Tender Agent in order for Holders
to be able to participate in the Offer.
Announcement of Results
Announcement by the Offeror of whether it will accept (subject As soon as reasonably practicable on 13 April 2023
to the satisfaction or waiver
of the New Financing Condition on or prior to the Settlement
Date) valid tenders of Notes
for purchase pursuant to the Offer and, if so accepted, the
aggregate nominal amount of Notes
accepted for purchase pursuant to the Offer.
Settlement Date
Subject to the satisfaction, or waiver by the Offeror, of the 17 April 2023
New Financing Condition, expected
Settlement Date for the Offer.
--------------------------------------------------------------- -----------------------------------------------------
The Offeror may, in its sole discretion, extend, re-open, amend,
waive any condition of and/or terminate the Offer at any time
(subject to applicable law and as provided in the Tender Offer
Memorandum) and the above times and dates are subject to the right
of the Offeror to so extend, re-open, amend and/or terminate the
Offer. None of the Offeror, the Tender Agent or the Dealer Managers
warrants that any or all of the events referred to below will take
place as and/or when described including, in particular in the case
of any publications or announcements made through or via any
Clearing System or RNS nor shall they be liable for any failure of
any Clearing System or RNS to deliver any notices to Direct
Participants or Holders to publish a notice.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and revocation of Tender
Instructions will be earlier than the relevant deadlines set out
above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offer will be made by or on behalf of the Offeror by (i)
publication through RNS and (ii) the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such
announcements may also be made (a) on the relevant Reuters Insider
Screen and/or (b) by the issue of a press release to a Notifying
News Service. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent,
the contact details for which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Holders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, Holders
may contact the Dealer Managers for information using the contact
details below.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offer.
Dealer Managers and Tender Agent
HSBC Bank plc and Merrill Lynch International are acting as
Dealer Managers for the Offer and Kroll Issuer Services Limited is
acting as Tender Agent.
Questions and requests for assistance in connection with the
Offer may be directed to the Dealer Managers:
HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability
Management, DCM; Email: LM_EM EA@hsbc.com); and
Merrill Lynch International (Telephone: +44 20 7996 5420;
Attention: Liability Management Group; Email:
DG.LM-EMEA@bofa.com).
Questions and requests for assistance in connection with the
procedures for participating in the Offer, including the delivery
of Tender Instructions, may be directed to the Tender Agent:
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Harry Ringrose; Email: tpicap@is.kroll.com; Offer
Website: https://deals.is.kroll.com/tpicap).
UK MAR : This announcement is released by the Offeror and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR) as it forms part of UK domestic law
by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and
Article 2 of the binding technical standards published by the
Financial Conduct Authority in relation to MAR as regards
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Robin Stewart, Chief Financial Officer of
TP ICAP Finance plc.
DISCLAIMER : This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offer. If
any Holder is in any doubt as to the contents of this announcement
and/or the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee or intermediary must contact such
entity if it wishes to tender such Notes pursuant to the Offer. The
Dealer Managers are acting exclusively for the Offeror and no one
else in connection with the arrangements described in this
announcement and the Tender Offer Memorandum. None of the Offeror,
the Dealer Managers, the Tender Agent or any of their respective
directors, officers, employees, agents, advisers and affiliates
(such persons, the Associated Persons) will be responsible to any
Holder for providing any protections which would be afforded to its
clients or for providing advice in connection with the Offer. None
of the Offeror, the Dealer Managers or the Tender Agent or any of
their respective Associated Persons has made or will make any
assessment of the merits and risks of the Offer or of the impact of
the Offer on the interests of the Holders either as a class or as
individuals, and none of them makes any recommendation as to
whether Holders should tender Notes pursuant to the Offer. None of
the Offeror, the Dealer Managers or the Tender Agent (or any of
their respective Associated Persons) is providing Holders with any
legal, business, tax or other advice in this announcement and/or
the Tender Offer Memorandum. Holders should consult with their own
advisers as needed to assist them in making an investment decision
and to advise them whether they are legally permitted to tender
Notes for cash.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement, the Tender Offer Memorandum and/or any other
materials relating to the Offer in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement,
the Tender Offer Memorandum and/or any other materials relating to
the Offer come(s) are required by each of the Offeror , the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or a
solicitation of an offer to sell Notes (and tenders of Notes in the
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the
case may be, on behalf of the Offeror in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
GBP100,000.
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States, and the Notes cannot be tendered in
the Offer by any use, means, instrumentality or facility from or
within or by persons located or resident in the United States. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by a person located in the
United States, or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within the United States will be invalid and will not be
accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer to buy or sell, or a solicitation of an offer to buy or sell,
any Notes or other securities in the United States. Securities may
not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the
Securities Act.
The New Notes and the guarantee in respect thereof have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. Persons (as defined in Regulation S under the
Securities Act).
Each Holder participating in the Offer will represent that it is
not located in the United States and it is not participating in the
Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer from
the United States. For the purposes of this and the above three
paragraphs, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly , this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offer are not
being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the Financial Promotion Order)), persons who are
within Article 43 of the Financial Promotion Order (which includes
an existing creditor of the Offeror and, therefore, includes the
Holders) or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. The Offer is being
carried out in the Republic of Italy (Italy) as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the Financial
Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Holders or beneficial owners
of the Notes that are located in Italy may tender some or all of
their Notes in the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018 , as
amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (France). This announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer have only been and shall only be distributed
in France to qualified investors as defined in Article 2(e) of
Regulation (EU) 2017/1129, as amended. Neither this announcement
nor the Tender Offer Memorandum has been or will be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as
a consumer within the meaning of Article I.1 of the Belgian Code of
Economic Law, as amended from time to time (a Belgian Consumer) and
neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been or
shall be distributed, directly or indirectly, in Belgium to Belgian
Consumers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENKZGGDRFVGFZG
(END) Dow Jones Newswires
April 03, 2023 04:58 ET (08:58 GMT)
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