ICAP : "ICAP") / NEX Group plc ("NEX" or "Newco") Publication of Prospectus, Satisfaction of Conditions and Confirmation of Timeline

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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.

6 December 2016

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 (the 'Transaction'), the boards of ICAP and NEX are pleased to

announce that the FCA has today approved a prospectus (the 'Prospectus') in relation to the

admission of the ordinary shares in the capital of NEX to listing on the Official List of the FCA

and to trading on the main market of the London Stock Exchange and that the Prospectus has

been published on ICAP's website at www.icap.com.

Next Steps

All necessary conditions to the implementation of the Scheme, save for the sanction and

confirmation of the Court of the Scheme and the ICAP Reduction of Capital, the filing of the

resulting Scheme Court Order with the Registrar of Companies and the Sale and Purchase

Agreement not having terminated or lapsed in accordance with its terms prior to the Scheme

Effective Date have now been satisfied or waived.

The Court hearing to sanction the Scheme and confirm the ICAP Reduction of Capital is

expected to take place on 14 December 2016. It is expected that the last day for dealings in

ICAP Ordinary Shares will be 14 December 2016, the Scheme will become effective on 15

December 2016 and the cancellation of the listing of the ICAP Ordinary Shares on the Official

List and Admission of the Newco Ordinary Shares will take place by 8.00 a.m. on 15 December

2016.

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. Further

detail as to the expected timetable of principal events is set out below.

For full details of the announcement, including events and times, please click here to view the full release.