A NOTEPAD ON COMPANY AND FINANCIAL LAW, NEWS AND REGULATION
ICAP announced on 31 October 2012 the launch of its ”ICAP Securities & Derivatives Exchange” (ISDX). This new listings venue for small and medium-sized companies is a rebranding of the PLUS Stock Exchange, which ICAP bought for a nominal amount in June 2012 (as we reported here).
ICAP’s press release is here and the new ISDX website is here.
As with the old PLUS Stock Exchange, ISDX will operate two markets:
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Shareholders in PLUS Markets Group plc today approved the sale of PLUS’s stock exchange business, PLUS-SX, to ICAP.
The lead up to the confirmation of the sale was confused, with PLUS initially announcing that all of its businesses were to close and then agreeing to sell the stock exchange business to ICAP, which in turn provoked vocal opposition from some shareholders.
The deal, which is conditional on FSA change of control approval, gives ICAP a licence to operate a regulated investment exchange (one of only five in the UK) and so accelerate the building of its listed derivatives business. The survival of PLUS-SX will preserve the listings of around 150 smaller companies. PLUS itself will become an Investing Company under the AIM Rules.
ICAP has today increased its offer for the PLUS Markets stock exchange business – and PLUS’s recognised investment exchange authorisation – by £500,000, following opposition to the deal from some PLUS Markets shareholders (see our story “Handbags at PLUS Markets”).
The shareholder vote to approve the sale to ICAP is on 18 June 2012.
As we reported here, on 19 May 2012 PLUS Markets Group plc announced that it is to sell its PLUS Stock Exchange business to ICAP for nominal consideration.
However, as the Daily Telegraph reports today, some shareholders are not happy about the deal (which requires shareholder approval). A focus for shareholder discontent is the proposed pay-offs to exiting directors, and the remarkable level of fees to the advisers to PLUS:
“Advisers including S J Berwin and Wyvern Partners will receive about £960,000 in fees.”
PLUS has also received a conditional approach from Gulf Merchant Bank for is stock exchange business, which it has knocked back.
The shareholder vote is on 18 June 2012.
PLUS Markets Group plc announced yesterday evening that it has sold its PLUS Stock Exchange business to ICAP for nominal consideration. PLUS had said earlier this week that it was to close, having failed to find a buyer for any its businesses.
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After PLUS Markets Group plc announced that it is selling its PLUS Stock Exchange business to ICAP for £1 and ICAP’s assumption of the liabilities of that business, dissident shareholders opposed the proposed deal – as we reported here.
The objections of these dissidents appear to be various, but focus on the £1 consideration, the payments to be made to exiting management, the supposed financing offers made by Amara Dhari (a major shareholder in PLUS) and a unknown group called Markab Capital, and the attitude of Amara Dhari to the ICAP deal. The gist of the dissident’s opposition is that the ICAP deal should not go ahead and that there is more shareholder value to be extracted from PLUS than allowed for by the sale to ICAP.
Today the PLUS board has issued a detailed and very punchy statement, pouring cold water over the dissidents’ objections to the ICAP transaction. The board’s announcement points out that:
