TP ICAP : Full Year Results 2023

12 March 2024

TP ICAP Group plc ('TP ICAP' or the 'Group')

Financial and preliminary management report for the year ended 31 December 2023

Nicolas Breteau, CEO of the Group, said:

"Group revenue increased by 3% in constant currency, building on last year's strong performance. Our focus on productivity, contribution and cost management generated an 8% uplift in Group adjusted EBIT to £300m, the highest level of profit ever achieved by the Group. Energy & Commodities played a key role in hitting this important milestone, delivering record growth: revenue up 18%, and adjusted EBIT up a significant 45%.

Our transformation is progressing well. Fusion is delivering, with client adoption an important focus. Turning to diversification, we have consolidated our Credit activities across the Group; Liquidnet Credit is now being managed by Global Broking to accelerate delivery of our dealer-to-client proposition. The opportunity in the large, and growing, electronic Credit market is substantial.

Parameta Solutions, our highly valuable data business, continues to grow and develop - winning new clients, and broadening its distribution and product suite. The Board believes that Parameta's significant growth prospects, and the intrinsic value of the business, are not appropriately reflected in our share price. We are therefore exploring options for unlocking value for shareholders, whilst retaining ownership of the asset, which include a potential IPO of a minority stake in the business.

Dynamic capital management is a key priority. We are starting today a second buyback programme of £30m, having completed our initial £30m buyback. We continue to assess opportunities to free up more cash to pay down debt, and/or return capital to shareholders, subject to our balance sheet needs. The Board is recommending a final dividend of 10.0 pence per share, up 27%, which would bring the total 2023 dividend to 14.8 pence, an increase of 19%.

We have met, or exceeded, the majority of our revised 2023 targets. Since our Capital Markets Day in 2020, the Group is growing the top line, is more diversified, more profitable, and more cash generative. We are committed to creating sustainable shareholder value by investing for growth in our market-leading businesses, maximising the value of our strategic assets, and delivering strong cash generation and dynamic capital management."

Results for the Period

Statutory results:

	FY 2023	FY 2022
Revenue	£2,191m	£2,115m
EBIT	£128m	£163m
EBIT margin	5.8%	7.7%
Profit before tax	96m	£113m
Profit for the period	£74m	£103m
Basic EPS	9.5p	13.2p
Total dividend per share	14.8p	12.4p
Weighted average shares in issue (basic)	777.7m	779.1m

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Adjusted results (excluding significant items):

	FY 2023	FY 2022	FY 2022
			Constant
			Currency
Revenue	£2,191m	£2,115m	£2,119m
EBITDA	£373m	£357m	£359m
EBIT	£300m	£275m	£277m
EBIT Margin	13.7%	13.0%	13.1%
Profit before tax	£271m	£226m
Profit for the period	£227m	£194m
Basic EPS	29.2p	24.9p
Weighted average shares in issue (basic)	777.7m	779.1m

A table reconciling Reported to Adjusted figures is included in the Financial and Operating Review. The percentage movements referred to in the highlights and CEO Review are in constant currency (unless stated otherwise). This is to reflect the underlying performance of the business, before the impact of foreign exchange movements year-on-year. Constant currency refers to prior year comparatives being retranslated at current year foreign exchange rates. Approximately 60% of the Group's revenue and approximately 40% of costs are US Dollar denominated.

Financial highlights

Good revenue performance, tight cost management

• Group revenue up 3% (+4% in reported currency). Builds on 7% increase in 2022 (+13% in reported currency);
• Global Broking1 ('GB') revenue flat, following an exceptional 2022;
• GB productivity up: contribution per broker increased 12%2;
• Energy & Commodities ('E&C') record revenue performance, up 18%; double-digit growth in Oil, Power, Gas;
• Parameta Solutions revenue increased 8%; 11% growth in H2 2023;
• Liquidnet division1 revenue declined 1%. Cash Equities revenue down 9%: Global commission wallet at lowest level in 9+ years3. Cash Equities grew 13% in Q4 2023; revenue from rest of division4 up 10%;
• Liquidnet integration complete; cost base right-sized. £43m cost savings (annualised) delivered, exceeding £30m target. Adjusted EBIT for division of £10m (2022: £2m).

Increased margins, higher profitability

• Group adjusted EBIT up 8% (+9% in reported currency) to £300m, a record level (2022: £277m). Focus on productivity, contribution, and tight cost control;
• Adjusted EBIT margin increased to 13.7% (2022: 13.1%);
• Reported EBIT, including £76m Liquidnet net impairment (non-cash), down 21%, in reported currency, to £128m (2022: £163m).

1. Liquidnet Credit (both primary and secondary market trading protocols, including Dealer-to-Client ('D2C')) is now reported as part of Global Broking. FY 2023 disclosures are on this basis, with FY 2022 results restated, to ensure a like-for-like comparison year-on-year. £9m of Credit revenue in 2022 have been reclassified from Liquidnet to Global Broking.
2. Contribution per broker increased by 7% when excluding Russian provisions in 2022.
3. Source: McLagan, Q3 2023.
4. Multi-asset(equity derivatives, rates, futures and advisory services) Agency Execution offering, including COEX Partners, MidCap Partners, and Relative Value desks.

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Strategic highlights

Transformation

Fusion on track

• Fusion implemented on 44% of in-scope GB desks;
• Key launches: Interest Rate Options, European Government Bonds, Inflation and FX Options;
• Adoption progressing well: unique client logins (Rates) up 24%, FX up 16%;
• Building API connectivity in response to client needs; 43 of top 50 dealer clients API-integrated.

Diversification

Energy & Commodities ('E&C')

• Energy Transition

1. New battery metals desk; first Brazilian carbon credit trade, major market for voluntary carbon credits;

1. More data & analytics solutions with Parameta: real-time oil pricing and Energy Transition data.

Parameta Solutions

Strategic developments

• Consolidation of companies subject to regulatory approvals; enables division to pursue more commercial/strategic opportunities;
• Exploring options for unlocking value, which include a potential IPO of a minority stake.

Business developments

• Interest Rate Swap Volatility Indices launched with GB; Liquefied Natural Gas ('LNG') Indices launched with E&C;
• Expanded E&C products: ICAP Australia, PVM US Domestic Crude;
• Historic Risk Free Rates product launched;
• Leveraging Fusion Connect as a direct distribution channel.

Liquidnet division

Diversifying cash equities proposition

• Increased market share in Europe and the US; 100 new clients added;
• Client retention rate of 93%;
• Launched new pre-trade analytics product, marking entry into Listed Derivatives;
• Revenue increased 13% in Q4 2023, momentum continued in 2024.

Growing multi-asset offering

• Continued growth in rest of division5: revenue up 10% to £138m, driven by a strong performance from Relative Value desks.

Liquidnet Credit

Strategic developments

• Group Credit activities merged: Liquidnet Credit, including Dealer-to-Client ('D2C'), now led by GB, building on close collaboration with Liquidnet. Leveraging GB's deep sell-side relationships;

Business developments

• 7 sell-side institutions now live across secondary market platform protocols;

5 Multi-asset (equity derivatives, rates, futures and advisory services) Agency Execution offering, including COEX Partners, MidCap Partners, and Relative Value desks.

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• Unique 'Targeted Axe' protocol in pilot phase: dealers provided with targeted means of sourcing buy-side liquidity;
• Partnership with BondIT, a leading provider of investment technology, to provide credit analytics.

Dynamic capital management

Reducing leverage ratio; re-financed January 24 bond

• 2023 leverage ratio6: 1.9x (2022: 2.0x);
• Re-financedJanuary 2024 bond; new £250m issuance, five times over-subscribed.

Final dividend up 27%

• Board recommending a final dividend per share of 10.0 pence. Total full year dividend of 14.8 pence, up 19% (2022: 12.4 pence);
• Final dividend to be paid to eligible shareholders on 24 May 2024. Ex-dividend and record dates: 11 April 2024 and 12 April 2024, respectively.

New £30m buyback programme; initial £30m buyback completed

• Group announcing, starting today, a second buyback of £30m;
• Initial £30m buyback, completed on 3 January 2024;
• Alongside balance sheet requirements, assessing opportunities to free up more cash to pay down debt, and/or return additional capital to shareholders.

2020 Capital Markets Day: Strategic and financial delivery

Growing revenues, more diversified business, highly cash generative, Global Broking future-proofed

• Group revenue grew 5%7 a year on average since 2019;
• Non-Brokingrevenue more than doubled from 11% to 23%. Parameta Solutions revenue up 40%;
• Cash conversion8 ratio increased from 61% in 2019 to 124% in 2023 (2022: 156%);
• Fusion rollout, a key GB transformation driver, on track for completion by end 2025.

Financial targets9 delivered

• Met/exceeded majority of revised 2023 targets, including: o GB10:
• • Contribution margin of 39.8% (2023 target: 39% to 40%);
  • Adjusted EBIT margin of 17.8% (2023 target: 17% to 19%).

  o E&C:

  • Contribution margin of 33.6% (2023 target: 33% to 35%);
  • Adjusted EBIT margin of 15.5% (2023 target: 13% to 15%). o Group cash conversion: 124% (2023 target: c.80%).

1. Total debt (excluding finance lease liabilities) divided by adjusted EBITDA as defined by Rating Agency.
2. Excluding the Liquidnet acquisition, Group revenue grew on average by 2% a year since 2019.
3. Defined as: Free cash flow divided by adjusted earnings attributable to the equity holders of the parent.
4. Group adjusted EBIT margin target updated from 18% to 14% at FY 2022 results, to reflect pandemic impact, and difficult stock market conditions. All other 2023 CMD targets unchanged, with updated guidance in relation to each target provided at FY 2022 results.
5. For comparison with 2023 CMD targets, Liquidnet Credit is excluded from Global Broking, to ensure a like-for-like basis. The contribution margin also excludes the 2023 reclassification of technology costs (£6m) from front office costs to management & support costs.

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Outlook

As ever, our outlook is largely subject to market conditions. Whilst we expect interest rates to decrease

during 2024, we believe they will remain elevated versus recent history. This, combined with uncertainty around the pace and quantum of interest rate cuts, elections globally, and ongoing geopolitical events, will continue to drive volatility that is supportive of our Global Broking and Energy & Commodities businesses, where we anticipate trading volumes to remain solid. Liquidnet and Parameta Solutions showed an improving growth trajectory in the second half of 2023 - providing good momentum into 2024.

The movement in foreign exchange rates, in particular Sterling vs US Dollar (60% of Group revenue/40% of Group costs are US Dollar-denominated) will continue to impact our results - with GBP strengthening having a negative impact, and vice versa.

Against this backdrop, we will stay focused on developing, and growing, strong client franchises; transforming and diversifying the Group; and managing our capital dynamically. Tight cost management will continue to be a core focus. We expect that growth in our total management & support costs will broadly track the level of average UK inflation expected in 2024. Consequently, we anticipate remaining well placed to deliver sustainable shareholder value over the medium term.

Trading in the first two months of the year has been good. We remain comfortable with current market expectations for full year 2024.

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2023 results presentation

The Group will hold an in-person presentation and Q&A at 09:00 GMT today in the Peel Hunt auditorium at 100 Liverpool Street, London, EC2M 2AT. For those unable to attend in person, the presentation will also be broadcast via a live video webcast.

A recording of the presentation will also be available via playback on our website after the event at https://tpicap.com/tpicap/investors/reports-and-presentations.

Forward looking statements

This document contains forward looking statements with respect to the financial condition, results and business of the Group. By their nature, forward looking statements involve risk and uncertainty and there may be subsequent variations to estimates. The Group's actual future results may differ materially from the results expressed or implied in these forward-looking statements.

Enquiries:

Group Company Secretary

Vicky Hart

Email: [e-mail]

Analysts and investors

Dominic Lagan

Direct: [phone]

Email: [e-mail]

Media

Richard Newman

Direct: [phone]

Email: [e-mail]

About TP ICAP

• TP ICAP connects buyers and sellers in global financial, energy and commodities markets.
• We are the world's leading wholesale market intermediary, with a portfolio of businesses that provide broking services, data & analytics and market intelligence, trusted by clients around the world.
• We operate from more than 60 offices across 28 countries, supporting brokers with award-winning and market-leading technology.

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CEO REVIEW

INTRODUCTION

We are a world-leading provider of market infrastructure and data-led solutions. We connect institutional clients to global financial, energy and commodities markets, creating deep liquidity, and unique data, in the process.

Our objective is to deliver sustainable shareholder value. We aim to do so through leveraging our strong franchise, and delivering our strategy, which has three key pillars: transformation, diversification and dynamic capital management. We are making good progress on all fronts.

Now is an opportune time to assess (a) our progress in 2023 and (b) delivery of our key 2023 targets and progress since the Capital Markets Day ('CMD') we held in 2020, when we set out the main elements of our strategy. I will cover both of these topics in detail.

DELIVERING IN 2023

Market developments

The era of easy money is over. Interest rates in the US and UK are at 22 and 15-year highs, respectively. Whilst these conditions were favourable for Global Broking, the exceptional trading volumes in 2022 did not recur at the same level in 2023.

Energy markets were buoyant, following a challenging 2022. ICE Gasoil average volatility reduced from 61% (an historic high) last year to 37% in 2023. The Energy Transition gained momentum as well. The International Energy Agency ('IEA') estimates renewables will provide approximately half of the world's electricity by 2030.11 Our brokers are active across all these sectors - traditional and renewables - so we are well positioned for the future.

Equity market conditions were challenging. Block trading declined in Europe and the US which are key markets for Liquidnet. According to McLagan data, in Q3 2023 the global commission wallet for equities was at its lowest level in over nine years. In the fourth quarter, however, there were signs of improvement. In November, for example, according to the Bank of America Global Fund Manager's Survey, equities allocations were overweight for the first time since April 2022.

The demand for high quality over-the-counter ('OTC') financial markets data is growing. Global spend on financial market data was $37bn in 2022, and industry players forecast that 2023 growth will exceed historical rates12. Other key trends include a growing demand for ESG/energy-related data, independent fair valuations of OTC derivatives, and benchmarks and indices.

Business performance

Growing revenues, market-leading positions, tight cost management

Group revenue was up 3% (+4% in reported currency), building on the 7% increase in 2022 (+13% in reported currency). As expected, total revenue generated by Global Broking13, our largest division, was flat, following an exceptional 2022. Energy & Commodities ('E&C') delivered record revenue growth of 18%. Double-digit growth was delivered across the three main asset classes: Oil, Gas, and Power.

1. World Energy Outlook, October 2023; International Energy Agency.
2. Burton-TaylorConsulting survey.
3. Liquidnet Credit (both primary and secondary market trading protocols, including Dealer-to-Client ('D2C')) is now reported as part of Global Broking. FY 2023 disclosures are on this basis, with FY 2022 results restated, to ensure a like-for-like comparison year-on-year. £9m of Credit revenue in 2022 have been reclassified from Liquidnet to Global Broking.

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Liquidnet revenue declined by 1%. Cash equities revenue decreased by 9% in 2023, but grew 13% in the fourth quarter. This trend continued in 2024. The rest of the division14 performed well, with revenue up 10%, driven by a strong performance from Relative Value.

Parameta Solutions recorded an 8% increase in revenue. The division's growth rate moved up to 11% in the second half, with good momentum in 2024. Parameta is a high-quality franchise with a compelling business model, characterised by 96% subscription-based revenue and a 98% client renewal rate.

All our divisions are market leaders: Parameta, for example, is the leading provider in the OTC data market. In Liquidnet, we hold the number one position in the EMEA 5x Large-in-Scale market. Our share of this market increased from 34.3% in 2022 to 35.9%15. Our US market share (top 5 Agency Alternative Trading System venues), where we are the second largest player, also increased (2022: 23.2%; 2023: 24.0%16).

Cost management is another important driver of our performance. We delivered £43m in annualised Liquidnet integration cost synergies, substantially exceeding our target (£30m).

Contribution up, increased profitability

Our Group contribution margin17 increased to 38.7% (2022: 37.6%18). Adjusted EBIT was up 8%, or 9% in

reported currency, to £300m (2022: £277m), the highest ever level, and a significant Group milestone. This was driven by a 8% uplift in Global Broking through a greater focus on contribution, and a reduction in average broker headcount. GB revenue per broker was up 5%; broker contribution increased by 12%19. Double-digit revenue growth in E&C generated a substantial 45% increase in its adjusted EBIT.

Group adjusted EBIT margin increased to 13.7% (2022: 13.1%). Reported EBIT, including a £76m Liquidnet

impairment (non-cash, net of £10m tax relief), was down 21% to £128m (2022: £163m). The impairment in the carrying value of the Liquidnet goodwill and acquired intangible assets primarily reflects challenging block equity market conditions, and an increase in the discount rate used to value the business, in line with higher interest rates.

Transformation

Fusion on track

Fusion, our electronic platform, provides best in class functionality, and connectivity, via a single portal, to our deep liquidity pools. Clients use Fusion for aggregated liquidity, price discovery, and seamless execution.

The Fusion roll-out is on track: it is now live on 44% of in-scope Global Broking desks. Key desk launches in Rates included Interest Rate Options, ICAP European Government Bonds and ICAP Inflation. In FX, Fusion was implemented in one-monthNon-Deliverable Forwards and FX options.

In Energy & Commodities, we are consolidating Energy Transition products liquidity onto one screen. Fusion is live in the green certificates market, the voluntary carbon market, and the Australian renewables/gas markets. The use of technology in the highly mature OTC Oil market is more nascent. There is client demand, however, for real-time pricing screens. We are expanding our capabilities by partnering with a third party technology company to deliver these screens.

1. Multi-asset(equity derivatives, rates, futures and advisory services) Agency Execution offering, including COEX Partners, MidCap Partners, and Relative Value desks.
2. Source: Bloomberg.
3. Source: Financial Industry Regulatory Authority ('FINRA').
4. Contribution represents revenue less the direct costs of generating that revenue. Contribution is calculated as the sum of Broking contribution and Parameta Solutions contribution. Contribution margin is contribution expressed as a percentage of reported revenue and is calculated by dividing contribution by reported revenue.
5. Prior year numbers have been restated to reflect a £32m reclassification of technology costs from front office costs to management & support costs, to better reflect the nature of these costs. The reclassification impacts Liquidnet (£26m), Global Broking (£6m) and Group only.
6. Contribution per broker increased by 7% when excluding Russian provisions in 2022.

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Adoption of Fusion

Our brokers are driving client adoption. Our sales team adopt an agile approach throughout this process. They determine the critical success factors for each desk rollout, including client demand, market maturity, market conditions, and liquidity profile. The pace of client adoption is encouraging. The number of unique client logins for Rates, our largest Global Broking asset class, increased by 24% in 2023, while FX was up 16%.

Clients are increasingly moving away from web-based connectivity. Responding to this feedback, we focused on delivering API connectivity, and other protocol enhancements, to Fusion-enabled desks. API integration and Straight-Through-Processing ('STP') further cements the client relationship, and ensures a seamless rollout of future platform enhancements. In 2023, 43 of our top 50 clients were fully integrated into Fusion via an API connection.

An important element of the process, therefore, is gathering client feedback to better understand future requirements. Other examples include chat-based systems, 'click-to-trade' functionality, workflow automation and data aggregation. Responding to these needs, we purchased a minority stake in ipushpull, a UK fintech firm and our strategic Fusion partner.

Diversification

Our diversification strategy means winning new clients, expanding into different asset classes and geographies, and generating more non-broking revenue.

Energy & Commodities

Well positioned in mature and transitional markets

Energy & Commodities is the leading OTC broker. We serve a diverse client base, through our multi-brand approach: Tullett Prebon, ICAP and PVM. We are well placed to maximise the expected growth in traditional sectors, like Oil and Gas. Global demand for oil is increasing - the IEA forecasts demand will grow by 6% from 2022 to 2028.20

There is a substantial opportunity to grow our revenues through an even greater focus on Energy Transition products: renewables, battery metals, carbon credits etc. McKinsey estimates that demand for carbon credits could increase by a factor of 15 or more by 2030. The expected growth in battery metals, to support the electrification of transport, is an exciting opportunity. The IEA has predicted growth could increase by a factor of more than 40 between 2020 and 2040.21To capitalise on this opportunity, we are launching a Battery Metals desk, and have recruited one of the most experienced brokers in this sector to lead it.

E&C is working more closely with Parameta Solutions to monetise more of its data, in particular the data being generated through the Energy Transition. Fusion is integral to this accelerated collaboration.

Parameta Solutions: the market leader

Parameta Solutions is the world leader in the provision of OTC data and analytics.

Strategic developments

The consolidation of the various Parameta Solutions companies under a single legal structure will be completed once we have received the necessary regulatory approvals. This new structure enables us to explore options to unlock value, and will also benefit the division commercially, by making it easier to enter into data contracts with third parties, which is a key growth focus.

We are focused on optimal shareholder value creation, including in relation to Parameta Solutions. We believe that the intrinsic value of Parameta is not appropriately reflected in our share price, and are therefore exploring

20Oil 2023, Analysis and forecast to 2028 - IEA June 2023

21 The Role of Critical Minerals in Clean Energy Transitions, IEA 2021

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options to unlock value for shareholders, whilst retaining ownership of the asset, which include a potential IPO of a minority stake in the business.

Business developments

The business is expanding its product range, diversifying its client base, and broadening its distribution channels - all exciting growth prospects. A good example is the launch of Liquefied Natural Gas Indices, in collaboration with E&C and General Index, a leading energy and commodities data provider. Parameta already administers nine TP ICAP Interest Rate Swap benchmarks, and recently launched Interest Rate Swap Volatility indices, in partnership with Global Broking. An Historic Risk Free Rates product for successor rates to LIBOR was launched during the year, while the E&C product suite was expanded to include ICAP Australia and PVM US Domestic Crude Oil. Parameta Solutions is leveraging Fusion as a direct distribution channel.

Liquidnet division

Liquidnet is a global, multi-asset,technology-led agency execution specialist, operating across 49 markets. It consists of a cash equities franchise (acquired by the Group in 2021), as well as a multi-asset agency execution offering. A leading buyside player, Liquidnet provides the group with client and product diversification. We have rightsized the cost base and strengthened our operational leverage. The cash equities franchise is ready for any market normalisation. The division ended the year with an adjusted EBIT of £10m (2022: £2m), driven by the strong performance from the multi-asset offering (Relative Value in particular).

Diversifying cash equities

Liquidnet cash equities is pursuing an 'all weathers' strategy. This means growing its client base, and product capabilities, in algorithmic trading, programme trading, and inter-region trading. We added 100 new clients and grew programme trading revenue by 26%. Of our clients that traded with us in 2022, 93% were retained in 2023. We also enhanced our algorithm offering. For example, we launched Surge Opportunity, which enables clients to identify block trading opportunities through regular alerts. In turn, we marked our entry into the listed derivatives market by launching a pre-trade analytics offering.

Liquidnet Credit

Strategic developments

We made a commercial decision to merge the Group's Credit activities. As a consequence, the Liquidnet Credit business, including the Dealer-to-Client ('D2C') proposition, is now led by Global Broking22. This enables the business to more effectively leverage GB's deep sell-side relationships, and accelerate connectivity: key growth drivers.

Business developments

The target addressable market in Credit is substantial, and a major opportunity. Electronification is growing at pace, with electronic investment grade corporate bond trading volumes having doubled in five years, whilst high-yield volumes have almost trebled. Electronic trading accounts for c.40% of the US market and c.55% in Europe23.

Connecting dealers to the platform is central to growing liquidity. We now have 7 sell-side institutions connected across the various secondary market platform protocols, including two major banks connected on our D2C workflow, with a further two added to the pipeline. A unique D2C protocol called 'Targeted Axe' is currently in pilot phase, providing dealers with a targeted way to source buy-side liquidity. We also partnered with bondIT, a leading provider of next-generation investment technology, to integrate their credit analytics into our platform. This enables traders to anticipate market trends, mitigate credit risk, and make more informed decisions faster.

1. Liquidnet Credit (both primary and secondary market trading protocols, including Dealer-to-Client ('D2C')) is now reported as part of Global Broking. FY 2023 disclosures are on this basis, with FY 2022 results restated, to ensure a like-for-like comparison year-on-year. £9m of Credit revenue in 2022 have been reclassified from Liquidnet to Global Broking.
2. Financial Times, 26 April 2023.

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