Commencement of Share Buyback Programme and Appointment of Non-Executive Director
Summary by AI BETAClose X
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
19 February 2026
ICG plc (“ICG” or the “Company”)
Commencement of Share Buyback Programme and Appointment of Non-Executive Director
Following the strategic partnership announced on 18 November 2025 between the Company and Amundi (the “Strategic Partnership Announcement”), the Company announces that it will commence the buyback programme of up to 15,280,825 ordinary shares of nominal value of £0.2625 each in the capital of the Company (the “Ordinary Shares”) representing approximately 5.26% of the Company’s issued share capital (the “Share Buyback”).
The Share Buyback, which the Directors consider to be in the best interests of the Company and its shareholders generally, is to enable the Company to issue an equal number of Non-Voting Shares to Amundi in a manner that is non-dilutive to the Company’s existing shareholders. The Non-Voting Shares will have the same nominal value, rights and privileges as the Ordinary Shares, including as relates to dividends and other economic rights, save that the Non-Voting Shares will not have any voting rights. The subscription price for such Non-Voting Shares will be equal to the price paid by the Company for the Ordinary Shares repurchased by the Company pursuant to the Share Buyback, and Amundi will reimburse the Company in cash for reasonable costs and expenses incurred by the Company in connection with the Share Buyback.
The Company intends to undertake the Share Buyback with the following parameters:
- The maximum number of Ordinary Shares repurchased shall not exceed 15,280,825 Ordinary Shares;
- The total consideration of Ordinary Shares repurchased under the Share Buyback programme shall not exceed an aggregate market value of £316 million; and
- The Share Buyback programme will begin on 26 February 2026 and expire on 30 June 2027, provided that it shall expire immediately if the 2025 Authority expires and the 2026 Authority is not granted.
The purpose of the Share Buyback programme is to reduce the issued ordinary share capital of the Company. The Company will hold as treasury shares any Ordinary Shares repurchased in accordance with the provisions of the Companies Act 2006 and will, in due course, cancel the Ordinary Shares in tranches on at least a bi-annual basis, and will not use them for any other purpose prior to cancellation. The Company will make appropriate disclosures during the buyback period of the number of Ordinary Shares that the Company has repurchased and will allot and issue an equal number of Non-Voting Shares to Amundi in accordance with the terms of the Subscription Agreement. The Share Buyback is a pre-condition to the issue of Non-Voting Shares (as defined in the Strategic Partnership Announcement) to Amundi and will be undertaken in tranches, with the corresponding number of Non-Voting Shares being issued to Amundi.
The Non-Voting Shares will be a new class of unlisted non-voting shares in the capital of the Company with a nominal value of £0.2625 each. It is a term of issue of the Non-Voting Shares that on a later transfer by Amundi they will convert into Ordinary Shares, with the same rights and privileges provided under the Company’s Articles of Association, provided the shares are validly transferred via a permitted transfer, being a transfer (i) to the Company; (ii) in a widespread public distribution; (iii) in which no transferee (or group of associated transferees) would acquire 2% or more of any class of voting securities of the Company; or (iv) involving a single transfer in which the transferee would control more than 50% of every class of voting securities of the Company without regard to any transfer from that person.
The Share Buyback will initially be undertaken in accordance with and under the terms of the general authority granted by the Company’s shareholders at its annual general meeting on 16 July 2025 to repurchase a maximum of 29,063,689 Ordinary Shares (representing approximately 10% of the issued share capital of the Company) (the “2025 Authority”). This authority expires at the conclusion of the next annual general meeting of the Company (or, if earlier, the close of business on 30 September 2026). The Company intends to renew the 2025 Authority at the Company's 2026 annual general meeting (the “2026 Authority”) and purchases effected under the Share Buyback programme following the expiry of the 2025 Authority will be conditional on the receipt of such authority.
The Share Buyback will be undertaken on the London Stock Exchange and other trading venues, and will be executed within the parameters of the shareholder authorities from time to time and the Market Abuse Regulation 596/2014/EU and the Commission Delegated Regulation 2016/1052/EU (in each case, as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018) and the UK Listing Rules, including that the maximum price (excluding expenses) which may be paid per Ordinary Share shall be the higher of (1) an amount equal to 105% of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased and (2) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out.
To facilitate the Share Buyback, the Company has entered into an engagement letter with Merrill Lynch International (“BofA Securities”) pursuant to which the Company has issued an instruction providing BofA Securities with the authority to repurchase Ordinary Shares in the Company subject to certain agreed parameters. The instructions are irrevocable during any closed periods of the Company and therefore, purchases may continue during any closed periods of the Company, and any purchases of Ordinary Shares made during closed periods pursuant to the Share Buyback shall be made independently of and uninfluenced by the Company.
Appointment of Non-Executive Director
Furthermore, in accordance with the Strategic Partnership Announcement, the Board of ICG announces that Vincent Mortier has been appointed as a Non-Executive Director of the Company with effect from 31 March 2026. He will join the Board as the Amundi nominee director and will also serve as a member of the Nominations and Governance Committee.
Vincent is a member of the Amundi Global Management and Executive Committees. He has been Group Chief Investment Officer of Amundi since 2022, before which he was the Group Deputy CIO from 2015. Prior to Amundi he worked at Societe Generale, holding several senior roles including Chief Financial Officer of the Global Banking and Investor Solutions division.
William Rucker, Chair of ICG, said: "We are delighted to welcome Vincent as a Non-Executive Director. His extensive experience in the global asset management and finance sectors will further broaden the expertise of ICG’s Board as the Company continues to execute successfully on its growth ambitions, and I look forward to him joining us.”
There is no additional information required to be disclosed pursuant to UK Listing Rule 6.4.8R in respect of this appointment.
Terms not defined here shall have the meaning as set out in the Strategic Partnership Announcement.
This announcement contains information which prior to this announcement was inside information. The person responsible for arranging for the release of this announcement on behalf of the Company is Andrew Lewis.
Enquiries:
Chris Hunt, Head of Corporate Development and Shareholder Relations, ICG
+44 (0) 20 3545 2020
Media:
Fiona Laffan, Global Head of Corporate Affairs, ICG
+44(0)20 3545 1510
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