SLIDE 1
Interim Results Six months to 30 September 2015
11 November 2015
Disclaimer
2
This presentation, which has been prepared by ICAP plc ("ICAP"), is strictly confidential and is being provided to you solely for your information and comprises the written materials/slides for a presentation concerning the proposed disposal of ICAP's global hybrid voice broking business to Tullett Prebon plc ("Tullett Prebon") (the "Proposed Transaction"). Where used in this document, "Presentation" shall mean and include the slides that follow, the oral presentation of the slides by the ICAP's officers on behalf of ICAP, any question and answer session that follows the oral presentation, hard copies of this Presentation and any materials distributed at, or in connection with, this Presentation. Neither this Presentation nor any part of it, nor the fact of its distribution, shall form the basis of, or be relied on in connection with, any contract or commitment or investment decision in relation thereto, nor does it constitute a recommendation regarding the shares of ICAP, Tullett Prebon, the combined company ("Enlarged Tullett Prebon") or the new holding company of the ICAP group ("NewCo"). Any decision to purchase must be made solely on the basis of the information gained from the recipients' own investigations and analysis of ICAP, NewCo, Tullett Prebon or Enlarged Tullett Prebon. None of ICAP, its advisers, or any other party is under any duty to update or inform you of any change to such information. Shareholders should not base any voting decision in connection with resolutions to authorise the Proposed Transaction except on the basis of information in any circular and/or prospectus (and any supplement(s) thereto) published in connection with the Proposed Transaction, which information will supersede the information contained in this Presentation. No reliance must be placed for any purpose whatsoever on the information contained in this Presentation, or any other information discussed verbally, or in its completeness (including, without limitation, on the fairness, accuracy, completeness or correctness of the information or opinions contained herein) and it does not purport to contain all information that may be required to evaluate ICAP or its business. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of ICAP or any member of the ICAP's group (the "Group"), Evercore Partners International LLP, J.P. Morgan Limited or by any of their respective directors, officers, employees, agents, affiliates and advisers, or any
- ther person as to or in relation to the accuracy, fairness, correctness, sufficiency or completeness of the information or opinions contained in this Presentation (or any part hereof) or any other written
- r oral information made available to, or publicly available to, any interested party or its advisers. Each of ICAP, Evercore Partners International LLP and J.P. Morgan Limited and each of their
respective directors, officers, employees, agents, affiliates and advisers accordingly disclaims to the fullest extent permitted by law all and any liability whatsoever, whether arising in tort, contract or
- therwise which it might otherwise have in respect of any statements or other information contained in this Presentation.
This Presentation contains certain statements which are, or may be deemed to be, "forward-looking statements" relating to the business, financial performance and results of ICAP, Tullett Prebon or Enlarged Tullett Prebon and/or the industry in which they operate. These forward-looking statements involve substantial risks and uncertainties and actual results, levels of activity, performance, achievements, developments and events may differ materially from those expressed or implied by these statements and depend on a variety of factors. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. The forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words 'believes', 'expects', 'predicts', 'intends', 'projects', 'plans', 'estimates', 'aims', 'foresees', 'anticipates', 'targets', 'goals', 'due', 'could', 'may', 'should', and similar expressions. These forward-looking statements include, without limitation, statements regarding future financial position, income growth, impairment charges, business strategy, projected levels of growth in the relevant markets, projected costs, estimates of capital expenditures, and plans and objectives for future operations of ICAP, Tullett Prebon or Enlarged Tullett Prebon. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. No assurance can be given that the forward-looking statements in this Presentation will be realised and these forward-looking statements speak only as at the date of this Presentation. ICAP or its directors, officers, employees, agents, affiliates and advisers, or any other party undertakes no obligation publicly to release the results of any revisions or updates to any forward-looking statements in this Presentation that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Presentation (except to the extent required by applicable law or regulation or any appropriate regulatory authority). As a result of these risks, uncertainties and assumptions, recipients should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. No statement in this Presentation is intended to be nor may be construed as a profit forecast. The forward-looking statements, including assumptions, opinions and views of ICAP or cited from third party sources, contained in the half year results slides are solely opinions and forecasts which are uncertain and subject to risks. Although ICAP believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Actual results may differ materially from those expressed or implied by these forward-looking statements. A number of factors could cause actual events to differ significantly. These factors include, but are not limited to: volatility and changing conditions in financial markets; significant unexpected movements in interest and exchange rates; risk of disruption to existing client relationships; adverse regulatory conditions being imposed on the transaction or significant delay in regulatory approval; difficulties in separating and integrating the respective businesses; unexpected and greater costs arising out of the transaction. Most of these factors are difficult to predict accurately and are generally beyond the control of ICAP. Any forward-looking statements made by, or on behalf of ICAP, speak only as of the date they are made. Evercore Partners International LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and J.P. Morgan Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for ICAP and NewCo and no one else in connection with the Proposed Transaction and will not regard any other person as a client in relation to the Proposed Transaction and will not be responsible to anyone other than ICAP and NewCo for providing the protections afforded to their respective clients, nor for providing advice, in relation to the Proposed Transaction or any other matter referred to in this Presentation.