01 February 2021
TP ICAP plc (the "Company")
Corporate Reorganisation - Results of the Court Meeting and General Meeting
The Company announces that a Court Meeting of TP ICAP plc was held on Monday 1 February 2021 at 13.15 to approve the Scheme of Arrangement (the "Scheme") and the Scheme was approved by the requisite majority at the meeting.
The Company further announces that all resolutions to approve other matters in connection with the Scheme ( including amending the Company's Articles of Association and approval of the New TP ICAP reduction of capital) were passed by the requisite majority at the general meeting of the Company which was held today immediately following the Court Meeting (the "General Meeting").
Terms used but not defined herein have the meanings given to them in the circular published by TP ICAP on 7 January 2021 (the "Scheme Circular").
Results of the Court Meeting
At the Court Meeting, a majority in number of TP ICAP plc shareholders who voted (either in person, electronically or by proxy), representing 92.94% by value of the TP ICAP plc shares voted, voted in favour of the resolution to approve the Scheme. The Scheme was therefore approved by the required majorities, being a majority in number representing 75 per cent. in value of the TP ICAP plc shareholders present and voting (either in person, electronically or by proxy). The resolution proposed at the Court Meeting was decided on a poll vote.
Details of the votes cast are as follows:
| Results of Court Meeting | VOTES FOR | VOTES AGAINST | TOTAL VOTES CAST | |||
| | | Number | % | Number | % | Number |
| 1 | TP ICAP plc ordinary shares voted | 463,730,501 | 92.94% | 35,226,014 | 7.06% | 498,956,515 |
Results of General Meeting
At the General Meeting, the resolutions put to the members were passed on a poll as special resolutions and the results of the poll are detailed below.
| Resolutions | For | Against | Withheld | |||
| | | Number | % | Number | % | Number |
| 1 | To approve certain matters in connection with the Scheme of Arrangement as described in the Scheme Circular published on 7 January 2021. | 463,318,507 | 92.93% | 35,226,610 | 7.07% | 24,563 |
| 2 | To approve the amendment of the Company's Articles of Association as described in the Scheme Circular published on 7 January 2021.
| 463,330,066 | 92.93% | 35,226,580 | 7.07% | 22,522 |
| 3 | To approve the New TP ICAP reduction of capital as described in the Scheme Circular published on 7 January 2021.
| 463,329,270 | 92.93% | 35,227,983 | 7.07% | 21,915 |
Notes:
1. The full text of all the resolutions passed at the General Meeting can be obtained from the Scheme Circular which can be found on the Company's website at www.tpicap.com/investors
2. Votes withheld are not votes in law and have therefore not been counted in the calculation of percentage of votes for or against a resolution.
3. Number of shares in issue: 563,336,380
Conditions and Expected Timetable
Completion of the Proposals remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part 2 of the Scheme Circular, including the Court sanction of the Scheme and approval of the New TP ICAP Reduction of Capital by the New TP ICAP Subscriber Shareholders. The Court hearing to sanction the Scheme is expected to take place on 24 February 2021. It is expected that the last day for dealings in TP ICAP Ordinary Shares will be 25 February 2021, that the Scheme will become effective on 26 February 2021 and that cancellation of the listing of the TP ICAP Ordinary Shares on the Official List and admission of the New TP ICAP Ordinary Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities will take place no later than 8 a.m. on 26 February 2021.
In accordance with Listing Rule 9.6.2, a copy of the resolutions passed as special business will shortly be available for inspection at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Richard Cordeschi, Group Company Secretary
Direct: +44 (0)20 7200 7331
email: richard.cordeschi@tpicap.com
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