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

By Wendy Van Sickle

Columbus, Ohio, March 29 – ICAP plc received noteholder consents to amend its £125 million 5.5% guaranteed notes due July 2018, and ICAP Group Holdings plc received consents to amend its €350 million 3.125% notes due March 2019, according to a company notice.

ICAP had asked holders for approval to amend provisions of the note terms in order to permit its planned asset sale, as previously reported.

The company 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 held bondholder meetings on March 29 in London. The extraordinary resolution to amend the notes due 2018 passed with 96.1% of the votes cast in its favor, and that for the notes due 2019 passed with 100% of the votes cast in its favor.

The company will pay consent fees to holders who voted in favor of the amendment. The payment date 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 submitted 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 submitted instructions after the early deadline will receive a consent fee of €2.50 for each €1,000 of the 2019 notes.

The early voting deadline for the 2019 notes was 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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