TP ICAP : Result of Tender Offer

TP ICAP plc announces the results of its Tender Offer in respect of its

£500,000,000 5.250 per cent. Notes due 2024 (ISIN: XS1555815494)

24 May 2019. On 16 May 2019, TP ICAP plc (the Company) announced an invitation to eligible holders of its outstanding £500,000,000 5.250 per cent. Notes due 2024 (ISIN: XS1555815494) (the Notes) to tender their Notes for purchase by the Company for cash up to the Maximum Acceptance Amount, subject to satisfaction of the New Financing Condition (the Offer).

The Offer was made on the terms and subject to the conditions contained in a tender offer memorandum dated 16 May 2019 (the Tender Offer Memorandum) prepared by the Company, and subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The expiration deadline for the Offer was 4.00 p.m. (London time) on 23 May 2019. The Company now announces the results of the Offer.

Results of the Offer

The Company is pleased to announce that, conditional upon the satisfaction or waiver of the New Financing Condition, it will accept £68,625,000 in aggregate principal amount of Notes validly tendered in the Tender Offer. The pricing and acceptance of the Tender Offer is as follows:

Description of the Notes	ISIN / Common Code	Aggregate Principal Amount accepted for purchase	Scaling Factor	Purchase Price	Aggregate Principal Amount outstanding after the Settlement Date
£500,000,000 5.250 per cent. Notes due 2024	XS1555815494 / 155581549	£68,625,000	No scaling will be applied	104.00 per cent.	£431,375,000

All Notes purchased by the Company will be cancelled and will not be reissued or resold. Notes which have not been successfully submitted and accepted for purchase pursuant to the Tender Offer will remain outstanding after the Settlement Date.

The Settlement Date for the Offer (subject to the satisfaction or waiver of the New Financing Condition) is expected to be 30 May 2019.

The New Financing Condition will be satisfied upon the successful completion (in the sole determination of the Company) of the issue of the New Notes. The completion of the issue of the New Notes (and, accordingly, satisfaction of the New Financing Condition) is currently expected to occur on 29 May 2019.

Contact Information

DEALER MANAGER

Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]

TENDER AND INFORMATION AGENT

Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: [phone] Attention: David Shilson Email: [e-mail]

MARKET ABUSE REGULATION

This announcement is released by TP ICAP plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer and proposed new issue of Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Robin Stewart, Chief Financial Officer of TP ICAP plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. The Offer has now expired.