ICAP : Scheme of arrangement

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

14 December2016

ICAP plc ('ICAP')

Sanction of Scheme and Confirmation of ICAP Reduction of Capital

Further to the announcements by ICAP on 11 November 2015 and subsequently relating to ICAP's disposal of its global hybrid voice broking and information business to Tullett Prebon plc, including ICAP's associated technology and broking platforms and certain of ICAP's joint ventures and associates ('IGBB')(the 'Transaction'), the board of ICAP is pleased to announce that the Court has today made an order sanctioning the Scheme to establish NEX Group plc ('NEX' or 'Newco') as the holding company of ICAP and its subsidiaries and confirming the reduction of capital of ICAP involved therein. Under the Scheme, holders of ICAP Ordinary Shares are entitled to one Newco Ordinary Share for each ICAP Ordinary Share held at the Scheme Record Time, being 6pm today.

Subject to the delivery of the court order referred to above to the Registrar of Companies, the Scheme is expected to become effective tomorrow, 15 December 2016. A further announcement will be made when the Scheme has become effective.

ICAP has requested that the premium listing of its securities on the Official List be cancelled and that its securities cease to be admitted to trading on the London Stock Exchange's Main Market for listed securities with effect from 8.00 a.m. tomorrow. Admission of the Newco 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 are expected to take place no later than 8.00 a.m. tomorrow.

Completion of the Transaction remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part II of the shareholder circular published by ICAP on 1 March 2016 (the 'Circular'), as supplemented by the shareholder circular published by ICAP on 17 August 2016, including the Scheme becoming effective and the confirmation of the Newco Reduction of Capital by the Court. Subject to the satisfaction or waiver of those remaining conditions, ICAP and NEX expect the Transaction to complete on 30 December 2016. Pending completion of the Transaction, NEX will continue to be the ultimate holding company of the entire ICAP Group, including IGBB.

Further detail as to the expected timetable of principal events is set out in the ICAP and NEX announcement dated 6 December 2016.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Circular.

Enquiries

NEX Group plc / ICAP plc

Alex Dee	Head of Investor Relations	[phone]
Bryony Scragg	Communications, UK	[phone]
Neil Bennett/		[phone]/
Rebecca Mitchell	Maitland	[phone]

J.P. Morgan Cazenove and Evercore are acting as joint financial advisers and joint sponsors to ICAP and NEX in connection with the Transaction.

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of ICAP and NEX. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

Neither the content of the Group's websites nor any website accessible by hyperlinks on the Group's websites is incorporated in, or forms part of, this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other jurisdiction, where to do so might constitute a violation of local securities laws or regulations. The distribution of this announcement or the Prospectus in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken to register or obtain any approval, authorisation or exemption to the possession or distribution of this announcement or the Prospectus (or any other publicity material relating to the securities to which this announcement relate) in any jurisdiction in which they are located in which such act would constitute a violation of the relevant laws in such jurisdiction or to or for the account or benefit of any national resident or citizen of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. Therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.

The securities to which this announcement relate have not been, and will not be, registered under the Securities Act. None of these securities, the Prospectus or this announcement have been approved, disapproved or otherwise recommended by any United States federal or state securities commission or any other US regulatory authority, nor have such authorities confirmed the accuracy or determined the adequacy of the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement or the Prospectus are not to be construed as legal, business, financial or tax advice. Each ICAP shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Notice to all investors

J.P. Morgan Limited (which conducts its investment banking business in the United Kingdom as J.P. Morgan Cazenove ('J.P. Morgan Cazenove')) is authorised and regulated in the United Kingdom by the FCA. Evercore Partners International LLP ('Evercore') is authorised and regulated in the United Kingdom by FCA. Each of J.P. Morgan Cazenove and Evercore has been appointed as joint financial adviser and joint sponsor and are acting exclusively for ICAP and NEX in connection with the Transaction and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Transaction or the matters set out in this announcement and will not be responsible to anyone other than ICAP and NEX for providing the protections afforded to their respective clients, or clients of their respective affiliates, nor for providing advice in connection with the Transaction or any other matter, transaction or arrangement referred to in this announcement.

Aside from the responsibilities and liabilities, if any, which may be imposed by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, or under the applicable regulatory regime of any jurisdiction where exclusion of responsibility or liability under the relevant regulatory regime would be illegal, void or unenforceable, none of J.P. Morgan Cazenove or Evercore or any of their respective affiliates or any of its or their respective advisers, directors or employees accepts any responsibility or duty of care or liability whatsoever or make any representation or warranty, express or implied as to the contents of this announcement, including its accuracy, fairness, reliability, reasonableness, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with ICAP, NEX or the Transaction and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of J.P. Morgan Cazenove and Evercore and their respective affiliates and their respective advisers, directors or employees accordingly disclaims to the fullest extent permitted by law all and any responsibility or duty of care or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of J.P. Morgan Cazenove and Evercore and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to ICAP and NEX.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by ICAP, NEX, J.P. Morgan Cazenove or Evercore. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the ICAP or NEX since the date of this announcement or that the information in it is correct as at any subsequent date.