TP ICAP set to incorporate new group holding company in Jersey

Maria Nikolova

TP ICAP intends that its tax domicile and the location of its primary stock exchange listing would remain in the UK.

TP ICAP PLC (LON:TCAP) has just unveiled its plans to incorporate new group holding company in Jersey.

The Group explains that it has reviewed the continued appropriateness of its international corporate and governance structure following meaningful growth in the size of its Asia Pacific and Americas business due to the acquisition of the global hybrid voice broking and information businesses of ICAP plc in 2016. As a result of the review, the Board proposes to incorporate a new Group holding company in Jersey (New Topco) by means of a Court-approved scheme of arrangement under the Companies Act 2006.

TP ICAP shareholders would exchange their existing ordinary shares in TP ICAP for shares in New Topco on a one-for-one basis. Under the proposal, the Group’s tax domicile and the location of its primary stock exchange listing would remain in the UK. Shares in New Topco would be listed on the Premium segment of the Main Market of the London Stock Exchange and are expected to be eligible for FTSE index inclusion. The proposed new structure is subject to shareholder and regulatory approvals.

The Board considers that the proposal will result in a corporate structure that should provide greater financial flexibility for the Group, support the effective governance of the business and improve the competitiveness of the Group.

TP ICAP’s Board is not currently expecting there to be any impact on the location of employees as a result of the proposal.

It is expected that a prospectus and circular summarising the proposal will be published in Q2 2020 and, subject to receiving the requisite third party consents (including, but not limited to, shareholder, regulatory, and Court approvals), the proposal is anticipated to complete before the end of H1 2020.

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