# TP ICAP Annual Report 2023: Nicolas Breteau CEO Review

- Link: https://www.directorstalkinterviews.com/tp-icap-annual-report-2023-nicolas-breteau-ceo-review/4121159084
- Published: 2024-06-04T09:45:05+01:00
- Author: Amilia Stone

**TP ICAP Group plc **(LON:TCAP) has announced its financial and preliminary management
report for the year ended 31 December 2023.

**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 rates^(12). Other key trends include a growing
demand for ESG/energy-related data, independent fair valuations of OTC derivatives,
and benchmarks and indices.

| 11. | World Energy Outlook, October 2023; International Energy Agency_._ | 
| 12. | Burton-Taylor Consulting survey. |

**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
Broking^(13), 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.

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
division^(14) 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 margin^(17) 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.

| 13. | 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. | 
| 14. | Multi-asset (equity derivatives, rates, futures and advisory services) Agency Execution offering, including COEX Partners, MidCap Partners, and Relative Value desks_._ | 
| 15. | Source: Bloomberg. | 
| 16. | Source: Financial Industry Regulatory Authority (‘FINRA’). | 
| 17. | 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_._ | 
| 18. | 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. | 
| 19. | Contribution per broker increased by 7% when excluding Russian provisions in 2022. |

**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-month 
Non-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.

_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.^(21) To 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.

| 20. | Oil 2023, Analysis and forecast to 2028 – IEA June 2023_._ | 
| 21. | The Role of Critical Minerals in Clean Energy Transitions, IEA 2021. |

**_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 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 Broking^(22). 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 Europe^(23).

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.

| 22. | 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_._ | 
| 23. | Financial Times, 26 April 2023. |

**Dynamic capital management**

Dynamic capital management is a key priority. This means reducing our debt, and 
returning surplus capital to shareholders, subject to our ongoing investment needs
and balance sheet requirements.

_Reducing debt and leverage_

We freed up £100m of cash before the end of 2023, ahead of schedule. Sources of 
the freed up cash included the remittance of the pension surplus, following the 
wind down of our Defined Benefit Scheme, and the capital released from the consolidation
of US broker-dealer entities.

This cash is being used to reduce debt and other financing obligations, lowering
our future net finance costs, and increasing our investment grade headroom. Paydown
of debt and other financing obligations to date of £88m includes the outstanding
part of our 2024 bond (£37m, paid in January 2024) and Liquidnet deferred consideration(
£51m, paid in February 2024). The Group’s 2023 leverage ratio^(24) is 1.9 times (
31 December 2022: 2.0 times). The leverage ratio is expected to reduce further at
our HY 2024 results in August.

_Clear dividend policy_

We are committed to our dividend policy: a 50% pay-out ratio of adjusted post-tax
earnings for the year as a whole. The Board is recommending a final dividend per
share of 10.0 pence (up 27%). This would bring the total dividend to 14.8 pence 
per share, up 19% (2022: 12.4 pence per share). The final dividend will be paid 
to eligible shareholders on 24 May 2024, with an ex-dividend and record date of 
11 April 2024 and 12 April 2024, respectively.

_Further buyback programme of £30m announced; £30m buyback completed._

Starting today, we are commencing a second buyback of £30m. A separate RNS is available
on our website at https://tpicap.com/tpicap/regulatory-hub/regulatory-news.

The £30m share buyback programme we announced at our HY 2023 results on 9 August
2023, was completed on 3 January 2024. A total of 16,925,189 shares were bought 
back at a weighted average share price of 177.25 pence per share. Shares bought 
back are not included in the share count for earnings per share and dividends per
share purposes.

Subject to our balance sheet and investment needs, we are assessing opportunities
to free up more cash and pay down more debt, and/or return additional capital to
shareholders.

| 24. | Total debt (excluding finance lease liabilities) divided by adjusted EBITDA as defined by Rating Agency_._ |

**DELIVERING OUR CAPITAL MARKETS DAY STRATEGY**

At our Capital Markets Day (‘CMD’) in 2020, we set out a strategy to deliver two
key objectives: a) future-proof our broking businesses, and b) grow the Group, diversify,
and generate more cash.

_Future-proofing our broking businesses_

Our starting point back in 2020 was clear. Our broking markets were changing rapidly,
driven by regulatory change, greater competition, and technology. We aimed to embrace
those changes – and transform Global Broking – through a range of initiatives, including
Fusion, our electronic platform.

Global Broking productivity, with Fusion a contributory factor, has grown by 23%
since 2021. Desks with Fusion tend to be more productive, and have a higher contribution.

_Growing and diversifying_

Global Broking, and Energy & Commodities, are market leaders. This was a strong 
starting point when we launched our CMD strategy. But, it was not enough. We knew
it was important to grow our top line, bulk up our non-broking businesses, and generate
more cash. I am pleased to say we have done so.

Group revenue has grown on average by 5% a year since 2019^(25). Non-broking revenue,
with Parameta Solutions a key driver, has more than doubled: 11% of total revenue
then, and 23% now. The quality of that revenue is another point to bear in mind.
Parameta’s revenue base – up 40% since 2019 – is subscription-based, with high client
retention. The Group’s cash conversion ratio has improved from 61% in 2019 to 124%
in 2023 (2022: 156%).

The acquisition of Liquidnet provided a valuable buyside diversification opportunity
and the potential to grow in Credit, especially D2C. The backdrop has been challenging
since the acquisition, however. I would like to acknowledge the support, and constructive
feedback, we have had from shareholders since then. The Liquidnet Cash Equities 
franchise is a stronger business now, with a more developed franchise and better
operational leverage.

| 25. | Excluding the Liquidnet acquisition, Group revenue grew on average by 2% a year since 2019. |

_Delivering our key financial targets, including more cash generation_

At our FY 2022 results, we revised our 2023 targets to reflect the impact of the
pandemic, and difficult stock market conditions^(26) impacting Liquidnet. I am pleased
to note that we have met, or exceeded, the majority of these revised targets, with
some highlights below.

_Highlights:_

·      Global Broking^(27):

o  Contribution margin of 39.8% (2023 target: 39% to 40%);

o  Adjusted EBIT margin of 17.8% (2023 target: 17% to 19%).

·      Energy & Commodities:

o  Contribution margin of 33.6% (2023 target: 33% to 35%);

o  Adjusted EBIT margin of 15.5% (2023 target: 13% to 15%).

·      Group cash conversion^(28): 124% in 2023 (2023 target: c.80%).

_Delivering sustainable shareholder value_

The discipline underpinning our 2020 CMD strategy is embedded across our Group. 
So too is a clear approach to delivering sustainable shareholder value by: a) Investing
in key businesses and maximising our strategic assets, and b) strong cash generation
and dynamic capital management.

_Investing in key businesses for growth, maximising the value of strategic assets_

We are the number one player in Global Broking, E&C, and OTC data. In Global Broking,
our biggest business, we are in the final phase of our Fusion rollout which will
be completed by the end of 2025. We will increase the proportion of Fusion-derived
revenue with, we believe, a positive impact on productivity and contribution. Fusion
is also central to our data ambitions with Parameta Solutions. The more business
we transact through Fusion, the more data we monetise.

We will continue to invest in our E&C and Parameta Solutions businesses. As the 
leading Oil and Gas broker, E&C is ready to leverage the IEA’s forecast growth in
Oil, mentioned earlier. Energy Transition products, another key area, are anticipated
to grow even more. Parameta Solutions is positioned to reap the benefits from the
significant increase in Fusion-generated data.

We aim to maximise the value of our strategic assets. That is why we are actively
exploring options to unlock value in Parameta Solutions, including a potential IPO
of a minority stake of the business.

_Strong cash generation and dynamic capital management_

We will maintain our high profit to cash conversion. Our diversified model – 65%
of revenue is generated outside the UK, 60% is US Dollar denominated – is a key 
enabler in this respect. That focus on cash generation is coupled with our commitment
to returning more cash, where possible, to shareholders, subject to our investment
needs and balance sheet requirements. Our clear dividend policy is very much in 
place.

We will deliver sustainable shareholder value by delivering our strategy, including
growing our businesses, and maximising the value of our strategic assets, accompanied
by high levels of cash generation, and dynamic capital management. We look to the
future with confidence.

| 26. | 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_._ | 
| 27. | 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. | 
| 28. | Defined as: Free cash flow divided by adjusted earnings attributable to the equity holders of the parent. |

**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
management & support costs (excluding FX gains or losses), 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.

**Nicolas Breteau**

Executive Director and Chief Executive Officer, TP ICAP Group plc

12 March 2024

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