Result of Tender Offer

TP ICAP Finance PLC

11 June 2025

 

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 AND THE DISTRICT OF COLUMBIA) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

TP ICAP Finance plc announces results of its Cash Tender Offer

for its outstanding £250,000,000 5.250 per cent. Notes due 2026

11 June 2025. On 3 June 2025, TP ICAP Finance plc (the Offeror) announced an invitation to eligible holders of its outstanding £250,000,000 5.250 per cent. Notes due 2026 (ISIN: XS2004431107) (the Notes) to tender any and all of their Notes for purchase by the Offeror for cash subject to the satisfaction (or waiver by the Offeror) of the New Financing Condition (such invitation, the Offer). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 June 2025 (the Tender Offer Memorandum) prepared by the Offeror. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Results of the Offer

The Offer expired at 4.00 p.m. (London time) on 10 June 2025 (the Expiration Deadline) and the Offeror now announces the results of the Offer.

The Offeror announces that, subject to the satisfaction (or waiver by the Offeror) of the New Financing Condition, it has decided to accept all valid tenders of Notes pursuant to the Offer, being £230,547,000 in aggregate nominal amount of the Notes, at a cash purchase price of 100.60 per cent. of the nominal amount of such Notes.

Subject to the satisfaction (or waiver by the Offeror) of the New Financing Condition, the Settlement Date for the Offer is expected to be 12 June 2025. Following settlement of the Offer, £19,453,000 in aggregate nominal amount of the Notes will remain outstanding.

Dealer Managers and Tender Agent

HSBC Bank plc (Telephone: [phone]; Attention: Liability Management, DCM; Email: [e-mail]); and Merrill Lynch International (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) are acting as Dealer Managers in respect of the Offer. Kroll Issuer Services Limited (Telephone: [phone]; Attention: David Shilson; Email: [e-mail]; Offer Website: https://deals.is.kroll.com/tpicap) is acting as Tender Agent for the Offer.

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. The Expiration Deadline for the Offer has now passed and, accordingly, it is no longer possible to tender Notes pursuant to the Offer. No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum 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.

 

END