Full financial details of GAIN Capital’s acquisition of City Index confirmed

On April 1, 2015, as reported earlier today by LeapRate, Gain Capital Holdings Inc (NYSE:GCAP) completed its acquisition of all of the issued and outstanding shares of common stock of City Index (Holdings) Limited from City Index Group Limited (the “ Seller ”).

The firm has now provided full financial details with regard to the transaction in a filing with the US Securities and Exchange Commission.

The transaction has been reported pursuant to a Share Purchase Agreement, dated as of October 31, 2014 (the “ Share Purchase Agreement ”), between the Company, the Seller, INCAP Gaming B.V., and IPGL Limited.

Upon the terms and subject to the conditions set forth in the Share Purchase Agreement, the Company purchased the entire issued and outstanding share capital (the “ Shares ”) of City Index from the Seller.

The Shares were sold for an aggregate purchase price of approximately US$148 million, consisting of approximately US$36 million in cash (which reflects approximately US$21 million of excess regulatory capital at City Index), including US$1 million to be held in escrow (the “ Escrow Cash ”), 5,319,149 shares of the Company’s common stock (the “ Consideration Shares ”), including 4,787,234 Consideration Shares to be held in escrow (the “ Escrow Shares ”); and 4.125% unsecured convertible loan notes of the Company (the “ Convertible Notes ”) with an aggregate principal amount of US$60 million, which are convertible into shares of the Company’s common stock on the terms described in the Prior 8-K filing with the Securities and Exchange Commission at an initial conversion price of US$9.77 per share, including Convertible Notes with an aggregate principal amount of US$54 million to be held in escrow (the “ Escrow Notes ”).

The net purchase price paid for the Shares was approximately US$77 million, reflecting US$71 million of cash on City’s balance sheet as of the date of the closing of the transaction (the “ Closing Date ”). The purchase price is subject to upwards or downwards adjustments based on City’s working capital, regulatory capital and cash and debt as of the Closing Date.

The Escrow Cash, Escrow Shares and the Escrow Notes will be held in escrow for a period of four years following the Closing Date upon the terms described in the Prior 8-K. The other terms of the Share Purchase Agreement, including the warranties made by the Company and the Seller, the indemnification obligations of the Seller and other post-closing covenants are consistent with those discussed in the Prior 8-K form which was filed with the Securities and Exchange Commission.

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Full financial details of GAIN Capital's acquisition of City Index confirmed


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