THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF BENEFICIAL OWNERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.
NEX Group plc
(the "Issuer")
€15,000,000 4.30 per cent. Guaranteed Notes due 30 May 2023 (ISIN XS0935766674) guaranteed by NEX Group Holdings plc (the "Guarantor")
and
£125,000,000 5.50 per cent. Guaranteed Notes due 31 July 2018 (ISIN XS0805454872) guaranteed by the Guarantor
(together, the "Notes")
This notice is being issued by the Issuer for the holders of the Notes which are constituted by a Trust Deed dated 16 June 2008, as supplemented on 30 June 2009, 26 June 2012 and as further modified, supplemented and/or restated from time to time (the "Trust Deed"), made between ICAP plc (the "Original Issuer"), the Guarantor and BNY Mellon Corporate Trustee Services Limited (the "Trustee") as trustee for the Noteholders and constituting the Notes. Capitalised terms used but not defined herein have the meanings given to them in the Trust Deed.
SUBSTITUTION OF THE ORIGINAL ISSUER
The Issuer is an English company that acquired 100 per cent. of the equity share capital of the Original Issuer by way of scheme of arrangement in December 2016 which resulted in the Original Issuer's shareholders becoming shareholders of the Issuer, and the Issuer becoming the parent company of the NEX group of companies (formerly the ICAP group). The Issuer has been substituted in place of the Original Issuer in order to correctly reflect the revised group structure following the implementation of the scheme of arrangement (the "Substitution").
Pursuant to Condition 15 (Meetings of Noteholders, Modification, Waiver and Substitution) and Clause 24 (Substitution) of the Trust Deed, the Original Issuer, the Issuer, the Guarantor and the Trustee executed a supplemental trust deed on 7 July 2017 (the "Supplemental Trust Deed") effecting the substitution of the Original Issuer with the Issuer. As a result, the Original Issuer has been released from all of its obligations as principal debtor in relation to the Notes and such obligations have been assumed by the Issuer who is deemed to be named as the principal debtor in place of the Original Issuer in relation to the Notes.
The Guarantor will continue to guarantee the Notes following the Substitution.
AMENDMENTS TO THE TRANSACTION DOCUMENTS
In order to reflect the Substitution, the following amendments have been made to the final terms, terms and conditions, Trust Deed and Agency Agreement relating to the Notes:
· the Original Issuer has been released from all of its obligations under the Agency Agreement and Trust Deed and all rights, obligations and liabilities thereunder have been taken over and assumed by the Issuer;
· the Issuer has covenanted with each of the Trustee and the Principal Paying Agent that it will duly observe and perform and be bound by all such conditions and provisions of the Trust Deed and Agency Agreement in respect of the Notes;
· references to ICAP in the definitions and operative clauses of the Trust Deed and Agency Agreement shall, with respect to the Notes, be replaced with references to NEX. In particular the covenants (including financial covenants) and definitions relating to the ICAP Group have been amended to refer to the NEX Group; and
· the Conditions and the Final Terms have, in connection with the Notes, been amended and restated in such a manner as to give effect to the Substitution.
This notice is given by NEX Group plc
2 Broadgate
London EC2M 7UR
Dated: 7 July 2017
