TP ICAP updates on plans for corporate reorganisation
Interdealer broker TP ICAP PLC (LON:TCAP) has provided an update on its corporate reorganization.
Let’s recall the plans for this reorganization were first unveiled in December 2019. Pursuant to the plans, a new ultimate holding company will be introduced for the TP ICAP group. The new ultimate holding company, TP ICAP Group plc, is a company registered in Jersey with company number 130617.
It is intended that the Group’s new corporate structure will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006, which requires the approval of the TP ICAP shareholders and the sanction of the Court.
TP ICAP today confirmed that a circular in connection with the scheme will be published today and distributed to its shareholders. TP ICAP also announces that a prospectus in relation to New TP ICAP, the Group and the introduction of the New TP ICAP Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities has now received approval from the Financial Conduct Authority (FCA).
In summary, it is proposed that:
- pursuant to the Scheme, New TP ICAP will issue ordinary shares (New TP ICAP Ordinary Shares) to holders of ordinary shares in TP ICAP (TP ICAP Ordinary Shares) on a one-for-one basis. New share certificates, for shareholders who hold their shares in certificated form, will be issued for New TP ICAP Ordinary Shares and existing certificates in respect of TP ICAP Ordinary Shares will be cancelled. For shareholders who hold their shares in a CREST account, New TP ICAP Ordinary Shares will be credited to the relevant CREST member account;
- New TP ICAP Ordinary Shares will be listed on the premium listing segment of the Official List and traded on the main market of the London Stock Exchange in exactly the same way as the existing TP ICAP Ordinary Shares (which will be de-listed); and
- this will be followed by a reduction in the capital of New TP ICAP to create distributable reserves.
The proposals are expected to create a more capital efficient corporate structure that is expected to provide greater financial flexibility.
The proposals require Court approval, the approval of holders of TP ICAP Ordinary Shares and relevant regulatory approvals. There will be a Court meeting of TP ICAP Shareholders at which approval will be sought in relation to the Scheme. There will also be a general meeting of TP ICAP Shareholders at which approval will be sought in relation to the proposals and other related matters.
The Court Meeting and the General Meeting will be held on February 1, 2021.