Deal News

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.

TRANSACTION

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 Prebon.

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. .

Overseas persons

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.

Forward-looking statements

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.

Responsibility

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 party.

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).

Other

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.