Jameson Legal

 

Resource

 

 

 

 

 

 

 

 

 

 

 

Advising on Proposed Combination of ICAP’s Global Broking Business with Tullett Prebon

20 Nov 2015

International law firm Simmons & Simmons is advising Evercore Partners International LLP and J.P.Morgan Cazenove, as joint financial advisers and joint sponsors to ICAP plc and ICAP Newco, in connection with the proposed disposal of ICAP’s global hybrid voice broking and information business, including ICAP’s associated technology and broking platforms (including iSwap and Fusion) and certain of ICAP’s joint ventures and associates (together “IGBB”), to Tullet Prebon plc.

Tullet Prebon intends to acquire all of IGBB in return for the issue of new shares in Tullet Prebon to ICAP Newco, a new holding company of the ICAP group, and to ICAP shareholders, representing in aggregate 56% of the issued share capital of Tullet Prebon (as enlarged by the transaction) at completion of the transaction (“Completion”).

The transaction constitutes a class 1 disposal by ICAP under the UK Listing Rules and therefore is subject to ICAP shareholder approval. In addition, the scheme of arrangement by ICAP plc to impose ICAP Newco as the new holding company of the ICAP group (“the Scheme”) will require approval of ICAP shareholders at a meeting convened at the order of the High Court of Justice in England and Wales.

Applications will be made for the ordinary shares of ICAP Newco to be admitted to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange’s main market for listed securities (together “Admission”). It is expected that Admission will become effective on the effective date of the Scheme, shortly before Completion.

Corporate partner, Colin Bole, commented: "Financial regulatory reform means that global financial markets are in a period of profound change. We are delighted to be advising Evercore and J.P. Morgan Cazenove on this complex, transformational deal in the global broking sector."

In addition to the approval of ICAP shareholders, Completion is conditional on, inter alia, the approval of Tullet Prebon shareholders, clearance from certain anti-trust authorities and the consent of various regulatory bodies, and is expected to occur in 2016.

Corporate Partner, Colin Bole is leading the Simmons & Simmons team advising Evercore and J.P. Morgan Cazenove, assisted by supervising associate Tom Burgoo.

Matter Type
M&A: Seller's Counsel
Industry
Finance & Banking
News Category
Banking & Finance
M&A