Launch of share buyback programme of £30 million
Launch of share buyback programme of £30 million
TP ICAP Group plc (the “Company” or “TP ICAP”) announces that it will commence a share buyback programme, starting today, of TP ICAP’s ordinary shares of 25p each (the “Ordinary Shares”) for a maximum consideration of £30 million (the “Buyback”), in order to reduce the capital of the Company and/or meet obligations under employee share schemes. Ordinary Shares purchased under the Buyback that are not cancelled will have their rights to dividend receipt waived by the Company.
The Buyback highlights the Board's confidence in the future prospects of TP ICAP, reflects its strong financial position and is consistent with its dynamic capital management strategy. It is being funded by a range of initiatives, following the Jersey re-domiciliation in February 2021, and cash generation.
TP ICAP is cash generative with a prudent capital management framework and the Board believes the 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 net debt at a time when interest rates are high, and the Company’s clear dividend policy of a 50% pay-out ratio of adjusted post-tax earnings for the year as whole. An interim dividend per share of 4.8 pence, up 7%, will be paid on 3 November 2023 to eligible shareholders.
In addition to the Buyback, we are also pleased to report that we have freed up £100 million of cash to pay down debt six months ahead of schedule.
Subject to the Company’s balance sheet and business investment opportunities, the Board will continue to assess opportunities to free up cash and pay down more debt, and/or return further capital to shareholders.
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 17 May 2023, which permits the Company to purchase no more than 78,867,093 ordinary shares (or 10% of the issued share capital).
The 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 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 irrevocable instructions to Peel Hunt to manage the 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 UKLA Listing Rules and the Company’s general authority to repurchase Ordinary Shares. Peel Hunt will make its trading decisions under the Programme independently of, and uninfluenced by, the Company.Purchases may therefore continue during any closed periods of the Group.
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 Buyback. Disclosure of such transactions will not be made by Peel Hunt as a result of or as part of the 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 Programme 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 Group'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.
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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