IMPORTANT NOTICE - DISCLAIMER
Transaction between Tullett Prebon plc (Tullett Prebon) for the acquisition
of ICAP plc’s (ICAP) 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 (IGBB) (the Transaction).
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND
INFORMATION RELATING TO THE TRANSACTION (TOGETHER, THE INFORMATION) PUBLISHED BY
TULLETT PREBON AND/OR ICAP RELATING TO THE TRANSACTION. THE INFORMATION IS BEING
MADE AVAILABLE IN GOOD FAITH FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF
THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN
JURISDICTIONS, IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE
BY, PERSONS RESIDENT (OR OTHERWISE LOCATED) IN ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IF YOU ARE NOT
PERMITTED TO VIEW THE INFORMATION ON THE MICRO-SITE, OR VIEWING THE INFORMATION
WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU
ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEB PAGE.
Basis of access to the Micro-site
Please read this notice carefully before clicking “I agree” or “I disagree” below.
This notice applies to all persons who view the Micro-site and, depending upon who
you are and where you live, it may affect your rights. This notice may be amended
or updated by Tullett Prebon from time to time and accordingly it should be read
carefully in full each time you wish to view the Micro-site. In addition, the content
of the Micro-site, and its availability to persons resident in certain jurisdictions,
may be amended at any time in whole or in part at the sole discretion of Tullett
Any persons seeking access to the Micro-site individually represent and warrant
to Tullett Prebon that they are doing so for information purposes only. Making the
Information available does not constitute an offer to sell or otherwise dispose
of or any invitation or solicitation of any offer to purchase or subscribe for any
Tullett Prebon or ICAP securities or otherwise in any jurisdiction in which such
offer or solicitation is unlawful. Further, it does not constitute a recommendation
by Tullett Prebon or ICAP or any other party to sell or buy securities in Tullett
Prebon or ICAP.
Additional U.S.-related information
The Information is provided for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares of Tullett Prebon or ICAP
in the United States. The securities to which the Information relates have not been
and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) or with any regulating authority or under any applicable securities
laws of any state or other jurisdiction of the United States, and may not be offered
or sold within the United States unless registered under the Securities Act or pursuant
to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with applicable state law. .
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited
or restricted by the laws of the relevant jurisdictions. In some jurisdictions,
only certain categories of person are allowed to view the Information. Any person
resident outside the United Kingdom who wishes to view the Information must first
satisfy themselves that they are not subject to any local requirements that prohibit
or restrict them from doing so.
Copies of any documents relating to the Transaction are not being, and must not
be, directly or indirectly, released, mailed, transmitted or otherwise forwarded,
distributed, sent or accessed, in whole or in part, in, into or from any jurisdiction
where to do so may result in a significant risk of civil, regulatory or criminal
exposure for Tullett Prebon or ICAP (a Restricted Jurisdiction) or any jurisdiction
where to do so would violate the law of that jurisdiction. Persons receiving such
documents (including, without limitation, custodians, nominees and trustees) should
observe these restrictions and must not, directly or indirectly, mail, transmit
or otherwise forward, distribute or send any such documents in, into or from any
Restricted Jurisdiction or any jurisdiction where to do so would violate the law
of that jurisdiction. Accordingly, viewing the Micro-site is not permitted if you
are resident in a Restricted Jurisdiction.
The Information contains statements which are, or may be deemed to be, "forward-looking
statements" which are prospective in nature. All statements other than statements
of historical fact may be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects", "is expected", "is subject to", "budget", “pro
forma”, "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes",
"targets", "aims", "projects" or words or terms of similar substance or the negative
thereof, as well as variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would", "might" or "will"
be taken, occur or be achieved. Such statements are qualified in their entirety
by the inherent risks and uncertainties surrounding future expectations.
Among other things the Information may contain forward-looking statements regarding
the Transaction. Such Information may include statements about the benefits of the
proposed combination, expected future earnings, revenues and cost savings and other
such items, based on our plans, estimates and projections. These forward-looking
statements involve risks and uncertainties that could cause actual results to differ
materially from those predicted in any such forward-looking statements. Such factors
include, but are not limited to, the possibility that the Transaction will not be
pursued, general business and economic conditions globally, industry trends, competition,
changes in government and other regulation, changes in political and economic stability,
disruptions in business operations due to reorganisation activities (whether or
not Tullett Prebon acquires IGBB), interest rate and currency fluctuations, the
failure to satisfy the conditions of the Transaction if and when implemented (including
approvals or clearances from regulatory and other agencies and bodies) on a timely
basis or at all, the failure of Tullett Prebon to acquire IGBB on a timely basis
or at all, the inability of the enlarged group to realise successfully any anticipated
synergy benefits when the proposed transaction is implemented, the inability of
the enlarged group to integrate successfully Tullett Prebon’s and ICAP’s operations
and programmes when the proposed transaction is implemented, the enlarged group
incurring and/or experiencing unanticipated costs and/or delays or difficulties
relating to the proposed transaction when the proposed transaction is implemented.
All forward-looking statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions. Many factors could
cause actual results to differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward-looking statements, which speak only
as of the date that they were made. Each of the Tullett Prebon group and the ICAP
group, and each of their respective members, directors, officers, employees, advisers,
agents and representatives, expressly disclaims any intention or obligation to update
or revise any forward-looking or other statements contained in the Information,
whether as a result of new information, future events or otherwise, except as required
by applicable law.
Neither the Tullett Prebon group, the ICAP group, nor their respective members,
directors, officers, employees, advisers, agents or representatives, provides any
representation, assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in the Information will actually occur.
No forward-looking or other statements have been reviewed by the auditors of the
Tullett Prebon group or the ICAP group, unless a statement is made to the contrary
in respect of the relevant forward-looking or other statement in the Information.
All subsequent oral or written forward-looking statements attributable to the Tullett
Prebon group or the ICAP group, or any of their respective members, directors, officers,
employees, advisers, agents or representatives are expressly qualified in their
entirety by the cautionary statement above.
Unless expressly stated otherwise, no statement contained or referred to in the
Micro-site is intended to be a profit forecast.
None of Tullett Prebon, its directors or its affiliated companies have reviewed
and none of them is responsible for, or accepts any liability in respect of, any
information on any other website that may be linked to this Micro-site by a third
The documents included in this Micro-site speak only at the specified date of the
relevant document and neither Tullett Prebon nor any of its affiliated companies
has or accepts any responsibility or duty to update such documents (other than to
the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this Micro-site or the action you
should take, you should seek your own financial advice from an independent financial
adviser authorised under the Financial Services and Markets Act 2000 (as amended)
or, if you are located outside the United Kingdom, from an appropriately authorised
independent financial adviser.
THE DOCUMENTS IN THIS MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR
SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of this notice
By clicking on “I agree” below, you:
• confirm that you have read, understood and agree to be bound by the terms of the
notice set out above;
• warrant and represent that you are not a resident of, or otherwise located in,
any jurisdiction where accessing the Information would constitute a violation of
the relevant laws or regulations of that jurisdiction (or acting on behalf of any
person resident or otherwise located in any such jurisdiction); and
• agree that you will not transmit or otherwise send (directly or indirectly) any
Information to any person in any jurisdiction if to do so would breach applicable
law or regulation.
If you click “I disagree” below, we will be unable to provide you with access to
the Information and you will be redirected to Tullett Prebon’s homepage.