The Acquisition of BrokerTec

Transcription

1 BROKERTEC ACQUISITION 16 JANUARY 2002 The Acquisition of BrokerTec

2 FINANCIAL HIGHLIGHTS (6 months to 30 Sep 02) Profit* Turnover Adjusted earnings per share Cash inflow from operating activities Interim dividend Shareholders funds Cash balances Results 58.2m 311.3m 35.9p 47.3m 7.0p Results 231.9m 133.4m Change vs % +23% +26% +118% +17% Change vs March % -14% *Profit before tax, goodwill amortisation and exceptional items BROKERTEC ACQUISITION 2

3 STRENGTH 2500 staff operating from 21 offices worldwide handling daily transaction volumes in excess of $300 billion 101 million shares in issue - market capitalisation c. 970m (US$1.5bn) Total shareholder return +316% since Garban & Intercapital merged in September 1999 Performance against the FTSE All Share Index up 40% in 2002 One of the UK s 150 largest quoted companies BROKERTEC ACQUISITION 3

4 STRATEGIC RATIONALE To create a strong combination: the world s leading voice broker and a leading electronic broker By acquiring a successful and scaleable electronic trading platform with low operating costs handling transactions in excess of $160 billion a day and growing That complements ICAP s existing presence in the fixed income markets BROKERTEC ACQUISITION 4

5 CUSTOMER REQUIREMENTS Banks seek improved efficiencies and lower costs in all markets Growing demand for electronic broking in liquid products Combination of voice and electronic broking (hybrid) is superior to electronic only Straight through processing is important for both voice and electronic broking to reduce customer back office costs BROKERTEC ACQUISITION 5

6 BROKERTEC ACQUISITION 6 ICAP/BROKERTEC COMBINATION Create a genuine alternative for trading a wide range of securities in the global fixed income markets Improve access to broad and deep liquidity across wide product range Independent broker providing a combined liquidity pool with: - efficient electronic trade execution - value added voice broking - straight through processing, ultimately of all products Significant economies of scale

7 COMPETITOR LANDSCAPE ELECTRONIC BrokerTec Espeed (Cantor) Euro MTS ETC (ICAP) VOICE ICAP Tullett & Tokyo Liberty Tradition/Viel Prebon Cantor Fitzgerald GFI Minnows BROKERTEC ACQUISITION 7

8 LIQUIDITY COMBINED BROKERTEC US Treasuries US Agencies US Mortgage bonds Government bonds - Euro -UK Repo - $, and Eurobonds c.140 Customers ETC/ICAP US Treasuries US Agencies US Mortgage bonds Government bonds -Euro -UK - Japanese - Australian Repo - $, and Eurobonds >500 Customers BROKERTEC ACQUISITION 8

9 BROKERTEC ACQUISITION 9 THE BROKERTEC BUSINESS One of the world s leading electronic interdealer brokers of fixed income securities Operates a global, open-access, fully electronic platform for trading cash and repo transactions in US Treasuries, Agencies and Euro-denominated sovereign debt in the US, Europe and Asia Began operations in June 2000 Trading platform designed by OM Group and capable of substantially higher volumes

10 BROKERTEC SHAREHOLDERS Founded in January 1999 by five institutional shareholders Now fourteen institutional shareholders: ABN AMRO Bank NV Barclays Bank Plc Banco Santander Brasil S/A Credit Suisse First Boston Corp. Deutsche Bank AG Dresdner Bank AG Goldman Sachs Group, Inc Greenwich Capital Markets, Inc JP Morgan Chase & Co Lehman Brothers Merrill Lynch & Co Inc Morgan Stanley Salomon Smith Barney, Inc UBS Warburg Ltd. BROKERTEC ACQUISITION 10

11 ELECTRONIC TRADING VOLUMES ALL PRODUCTS ($tn/quarter) espeed BrokerTec ICAP/ETC Euro MTS Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02 Sources: BrokerTec, ICAP, estimates from espeed and EuroMTS/MTS websites BROKERTEC ACQUISITION 11

12 BROKERTEC ACQUISITION 12 TRANSACTION DETAILS Share only deal with initial consideration of c.12 million new ICAP shares Further consideration of up to an additional 6.75 million new ICAP shares, dependent upon the revenues earned on the BrokerTec platform in the 12 months following completion of the acquisition month restrictions on the transfer of ICAP shares received as apart of the initial consideration

13 BROKERTEC ACQUISITION 13 SHAREHOLDER INCENTIVES BrokerTec institutional shareholders will enter into commitments guaranteeing revenue in specified products for a minimum three-year period. - minimum commitment $61.3 million - maximum commitment $97.5 million In addition, BrokerTec Shareholders will continue to benefit from the revenue commission cap if they retain a certain number of ICAP shares for up to 7 years after Completion.

14 BROKERTEC FUTURES Acquisition does not include - BrokerTec Futures Exchange - BrokerTec Clearing Company Services agreement with these two businesses covering - use of the trading platform - related technology - managerial and administrative services BROKERTEC ACQUISITION 14

15 INTEGRATION Additional voice broking revenues from increased access to liquidity in benchmark bonds Improved market data Extend BrokerTec customer base Technology development - Create common user interface - Provide broker access to BrokerTec platform - Use common technologies for future development - Internet access for smaller clients BROKERTEC ACQUISITION 15

16 FINANCIAL IMPACT The BrokerTec businesses being acquired, for nine months to 30 September 2002, had revenues of $73.0m and a normalised profit of $14.9m At 30 September the BrokerTec businesses being acquired had net assets of $42.3m During the same period ETC had revenues of $10.1m and generated a loss of $9.8m BROKERTEC ACQUISITION 16

17 BROKERTEC ACQUISITION 17 FINANCIAL IMPACT Synergies - At least 2.2m of net synergies in 2003/4 - Associated exceptional costs circa 2.5m - Further electronic broking platform development should lead to additional savings in 2004/5 Goodwill - Accounting treatment of amortisation in line with group policy - Taxation deduction for goodwill amortisation secured (c. 3.5m per annum for 15 years) but not included in the adjusted earnings calculation EPS - Broadly neutral impact on adjusted EPS in 2003/4

18 BROKERTEC ACQUISITION 18 TIMESCALE The UK Secretary of State for Trade & Industry cleared the merger unconditionally on 26/11/02 Responded to the comprehensive requests for information from the US Department of Justice/Hart-Scott-Rodino filing. Now awaiting the conclusion of its investigation Deal completion anticipated mid March

19 BROKERTEC ACQUISITION 19 BENEFITS OF THE ACQUISITION Creates a highly competitive, independent alternative for trading in the fixed income markets Complementary activities - commodity like liquid electronic products - more bespoke, less liquid voice broked products Successful platform and established network to be expanded to wider ICAP customer base Low marginal operating costs Strong technology support Management continuity Accelerate the development of the business Improve returns through synergies Expected to be broadly earnings neutral in 2003/4 Major strategic step forward