TP ICAP proposes new Jersey-incorporated holding company

TP ICAP said on Monday that it had reviewed its international corporate and governance structure on Monday, following “meaningful growth” in the size of its Asia Pacific and Americas business due to the acquisition of ICAP in 2016.

The FTSE 250 company said that as a result of the review, it was proposing to incorporate a new group holding company in Jersey, dubbed ‘New Topco’, by means of a court-approved scheme of arrangement.

Under the scheme, TP ICAP shareholders would exchange their existing ordinary shares in TP ICAP for shares in New Topco on a one-for-one basis.

As a key part of the proposal, it said it intended that the group's tax domicile and the location of its primary stock exchange listing would remain in the UK.

As was currently the case for TP ICAP, shares in New Topco would be listed on the Premium segment of the main market of the London Stock Exchange, and were expected to be eligible for FTSE index inclusion.

The proposed new structure was subject to shareholder and regulatory approvals, including, but not limited to, the approval of the Financial Conduct Authority.

“The board considers that the proposal will result in a corporate structure that should provide greater financial flexibility for the group, support the effective governance of the business and improve the competitiveness of the group,” TP ICAP said in its statement.

“The board believes that the credit ratings of the group and its outstanding bonds will not be impacted by the proposal.

“The board is not currently expecting there to be any impact on the location of employees as a result of the proposal.”

It was intended that a prospectus and circular summarising the proposal would be published in the second quarter of 2020 and, subject to receiving the requisite third-party consents including, but not limited to, shareholder, regulatory, and court approvals, the proposal was expected to complete before the end of the first half of 2020.

TP ICAP said further details of the proposal would be provided in due course.

At 0927 GMT, shares in TP ICAP were up 0.32% at 411.3p.