Launch of third share buyback programme of £30m
7 August 2024
TP ICAP Group plc
Announcement of third share buyback programme of £30 million
Following the imminent completion of its second buyback programme of £30 million (the "Second Buyback"), TP ICAP Group plc (the "Company" or "TP ICAP") announces that it will commence a third share buyback programme, starting once the Second Buyback completes, of TP ICAP's ordinary shares of 25p each (the "Ordinary Shares") for a maximum consideration of £30 million (the "Third Buyback", together with the First and Second Buyback, the "Buybacks"), in order to reduce the capital of the Company and/or meet obligations under employee share schemes. Ordinary Shares purchased under the Buybacks that are not cancelled will have their rights to dividend receipt waived by the Company.
As at 6 August 2024 the Company had bought back 13,320,585 million Ordinary Shares for a gross consideration of £28.9 million out of the £30 million, under the Second Buyback.
The Third Buyback highlights the Board's continued confidence in the future prospects of TP ICAP, reflects its strong financial position, and is consistent with its dynamic capital management strategy, which is a key priority. The Group is committed to releasing more cash for further capital returns, debt reduction, and ongoing business investment, including targeted M&A, where appropriate.
TP ICAP is cash generative with a prudent capital management framework and the Board believes the Third Buyback strikes the appropriate balance between the continued and substantial investment in the Company's organic prospects such as Fusion, Liquidnet Credit, and Parameta Solutions, alongside reducing debt.
In line with the Company's clear dividend policy (a 50% pay-out ratio of adjusted post-tax earnings), it will pay an interim 2024 dividend of 4.8 pence per share, in line with the first half of 2023. The interim dividend will be paid to eligible shareholders on 8 November 2024, with an ex-dividend and record date of 3 October 2024 and 4 October 2024, respectively.
In addition to the Buybacks, we are launching a new three-year programme to release at least £50m of surplus cash through more legal entity consolidations, and generate £50m of annualised cost savings through more operational efficiency initiatives.
Any share purchases will be made by the Company within certain pre-set parameters and in accordance with the general authority of the Company to repurchase shares granted by shareholders at the Company's Annual General Meeting held on 15 May 2024, which permits the Company to purchase no more than 79,539,093 ordinary shares (or 10% of the issued share capital).
The Third Buyback will be conducted in compliance with Chapter 12 of the Financial Conduct Authority's Listing Rules and with European Union (EU) Regulation No 596/2014 ("MAR") and the MAR buyback technical standards (Commission Delegated Regulation (EU) 2016/1052) (the "Technical Standards"), both of which form part of Retained EU Law as defined in the European Union (Withdrawal) Act 2018.
The Company will initially rely on the safe harbour conditions for trading set out in Article 3(2) and Article 3(3) of the Technical Standards. However, if the safe harbour conditions were to constrain the Company's ability to purchase the Third Buyback within the targeted timeframe given, for example, share illiquidity, the Company may subsequently decide and announce its intention to trade outside of the safe harbour conditions.
The Company has entered into an agreement with Peel Hunt LLP ("Peel Hunt") under which it has issued instructions (that are irrevocable during any closed period) to Peel Hunt to manage the Third Buyback as "matched" principal. Peel Hunt will carry out the Company's instructions through the acquisition of Ordinary Shares for subsequent repurchase by the Company. This arrangement is in accordance with Chapter 12 of the FCA's Listing Rules and the Company's general authority to repurchase Ordinary Shares. Peel Hunt will make its trading decisions independently of, and uninfluenced by, the Company during any closed periods of the Company.
Peel Hunt will undertake transactions in Ordinary Shares on any available trading venue or on an over-the-counter basis in order to execute the Third Buyback. Disclosure of such transactions will not be made by Peel Hunt as a result of or as part of the Third Buyback, but Peel Hunt will continue to make any disclosures it is otherwise legally required to make.
Details of any and all purchases made under the Third Buyback will be provided via RNS announcements by no later than 7.30 a.m. on the business day following the calendar day on which the purchase occurred and also published in the regulatory news section of the Company's website.
Forward looking statements
This document contains forward looking statements with respect to the financial condition, results and business of the Company. By their nature, forward looking statements involve risk and uncertainty and there may be subsequent variations to estimates. The Company's actual future results may differ materially from the results expressed or implied in these forward-looking statements.
Enquiries:
Group Company Secretary
Vicky Hart
Email: companysecretarial@tpicap.com
Analysts and investors
Dominic Lagan
Direct: +44 (0) 20 3933 0447
Email: dominic.lagan@tpicap.com
Media
Richard Newman
Direct: +44 (0) 7469 039 307
Email: richard.newman@tpicap.com
About TP ICAP
· TP ICAP connects buyers and sellers in global financial, energy and commodities markets.
· We are the world's leading wholesale market intermediary, with a portfolio of businesses that provide broking services, data & analytics and market intelligence, trusted by clients around the world.
· We operate from more than 60 offices across 28 countries, supporting brokers with award-winning and market-leading technology.
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