ICAP seeks consents to amend 5.5% notes, 3.125% notes for asset sale

By Susanna Moon

Chicago, March 1 – ICAP plc said it began a consent solicitation for its £125 million 5.5% guaranteed notes due July 2018, and ICAP Group Holdings plc is soliciting consents for its €350 million 3.125% notes due March 2019.

ICAP is asking holders for approval to amend provisions of the note terms in order to permit its planned asset sale, according to a company press release.

The company said it has agreed to sell its global hybrid voice-broking and information business to Tullett Prebon plc.

Tullett Prebon plans to acquire the assets in return for the issue of new shares in Tullett Prebon to ICAP Newco plc, a new listed holding company of the ICAP group, and to ICAP shareholders, representing about 56% of the issued share capital of Tullett Prebon.

Afterward, Newco will own about 19.9% of the issued share capital in enlarged Tullett Prebon.

The company has scheduled bondholder meetings for March 29 in London.

The deadline for voting will be 11 a.m. ET on March 22.

The company will pay consent fees to holders who vote in favor of the amendment if the proposal is passed for both note series. The payment date is expected to be six weeks after the date of the meetings, which is expected to be May 10.

The consent fee will be £0.50 for each £100 nominal amount of the 2018 notes.

Holders of the 2019 notes who submit a voting instruction in favor of the extraordinary resolution for the 2019 notes before the early deadline will receive a consent fee of €5.00 for each €1,000 nominal amount and those submit instructions after the early deadline will receive a consent fee of €2.50 for each €1,000 of the 2019 notes.

The early voting for the 2019 notes is 11 a.m. ET on March 11.

The solicitation agents are Citigroup Global Markets Ltd. (+44 20 7986 8969 or liabilitymanagement.europe@citi.com), J.P. Morgan Securities plc (+44 20 7134 2468 or emea_lm@jpmorgan.com) and Merrill Lynch International (+44 20 7996 5698 or DG.LM_EMEA@baml.com). The tabulation agent is Lucid Issuer Services Ltd. (+44 207 704 0880, David Shilson, or icap@lucid-is.com).

ICAP is a London-based operator and provider of post trade risk mitigation and information services for wholesale market participants throughout the trade life cycle.

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