Statement re acquisition

Released : 02.02.2016 07:00

RNS Number : 7435N
Tullett Prebon PLC
02 February 2016



FOR IMMEDIATE RELEASE                                                                   

2 February 2016



Tullett Prebon plc



Update on the proposed acquisition of ICAP's global hybrid voice broking and information business



Further to the announcement regarding the proposed acquisition by Tullett Prebon of ICAP's global hybrid voice broking and information business released on 11 November 2015 (the "Announcement"), Tullett Prebon is updating shareholders in relation to the clearance sought from the United States Department of Justice (the "DOJ") in connection with the Transaction. Terms defined in the Announcement have the same meanings in this announcement.


Tullett Prebon has received a request for additional information and documentary material from the DOJ in connection with the Transaction. This form of request from the DOJ, often referred to as a "Second Request", is part of the regulatory process under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Tullett Prebon understands that the DOJ's review is focused on the proposed post completion shareholding and governance arrangements between Tullett Prebon and ICAP Newco. 


The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after Tullett Prebon and ICAP have substantially complied with the Second Request, unless that period is extended voluntarily by the companies or terminated earlier. Tullett Prebon intends to respond to the request from the DOJ as quickly as practicable and to continue to work cooperatively with the DOJ in connection with its review of the Transaction.


Completion of the Transaction remains subject to the approval of Tullett Prebon shareholders, the approval of ICAP shareholders, clearance from the Competition and Markets Authority ("CMA"), expiration or termination of all applicable waiting periods under the HSR Act, clearance from certain other antitrust authorities, approval by various regulatory bodies including the FCA, and satisfaction of other customary closing conditions noted in the Announcement.


Tullett Prebon continues to anticipate that the Transaction will close in 2016.




Stephen Breslin

Group Head of Communications, Tullett Prebon plc

Direct: +44 (0) 20 7200 7750


Craig Breheny

Brunswick Group LLP

Direct: +44 (0) 20 7396 7429





Important notice

This announcement has been issued by and is the sole responsibility of Tullett Prebon.


This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.


This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, and no offer of securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States of America or any other country in which such offer may not be made other than (i) in accordance with the requirements under the US Securities Exchange Act of 1934, as amended, a registration statement under the US Securities Act of 1933, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption therefrom. No securities are intended to be registered under the US Securities Act of 1933, as amended.


This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom (including the Listing Rules and the Disclosure and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.





This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Tullett Prebon's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Tullett Prebon's results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which Tullett Prebon operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, Tullett Prebon disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.


Except as explicitly stated, neither the content of Tullett Prebon's website, nor any website accessible by hyperlinks on Tullett Prebon's website is incorporated in, or forms part of, this announcement.



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