Gain Capital to hold special shareholders meeting March 12 to approve terms of City Index acquisition


Three and a half months have now passed since LeapRate first reported that US FX giant Gain Capital Holdings Inc (NYSE:GCAP) had purchased City Index for $118 million.

GAIN Capital has now announced via a filing with the US Securities and Exchange Comission (SEC) that it will hold a meeting on March 12 this year in order that the shareholders can approve the terms of the acquisition of City Index, a procedural matter which is a matter of course for publicly reporting companies when engaging in a merger or acquisition.

As far as the main subject of the forthcoming meeting is concerned, GAIN Capital’s shareholder’s will be asked to approve the issuance of approximately 5.3 million shares and $60 million of convertible notes, which GAIN Capital’s management agreed to pay to City Index’s owners as part of the deal at the time of acquisition.

The meeting itself will be held at 2.30pm Eastern Time on March 12, 2015, via live webcast, and at any adjournment or adjournments thereof.

Holders of record of shares of GAIN Capital common stock, $0.00001 par value as of the close of business on February 5, 2015, will be entitled to notice of and to vote at the meeting and any adjournment or adjournments thereof. As of the Record Date, there were 43,088,234 shares of Common Stock issued and outstanding (not including shares held by the Company as treasury stock). Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the Meeting.

GAIN Capital’s shareholders will be asked to consider and vote upon four proposals, as follows:
1: Approve the issuance of 5,319,149 shares of common stock, par value $0.00001 per share of the Company (the “Consideration Shares”) and 4.125% unsecured convertible senior notes of the Company (the “Convertible Notes”) with an aggregate principal amount of $60,000,000 in connection with the Company’s proposed acquisition (the “Acquisition”) of the entire issued and outstanding share capital (the “Shares”) of City Index (Holdings) Limited, a company incorporated and registered in England and Wales (“City”) from City Index Group Limited, a company incorporated and registered in England and Wales (the “Seller”) pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”), dated as of October 31, 2014, by and among the Company, the Seller, INCAP Gaming B.V., a company incorporated and registered in The Netherlands (“INCAP”) and IPGL Limited, a company incorporated and registered in England and Wales (“IPGL”);

2. Approve an amendment of the Certificate of Incorporation of the Company to increase the number of authorized shares of Common Stock from 60,000,000 to 120,000,000, which we refer to as the “charter amendment proposal”;

3. Approve the removal of the Aggregate Share Cap and the Conversion Share Cap (as defined in the Existing Indenture) from the terms of the Company’s 4.125% Convertible Senior Notes due 2018 (the “Existing Convertible Notes”) issued pursuant to the indenture dated as of November 27, 2013 (the “Existing Indenture”), between the Company and the Bank of New York Mellon, as trustee, in order to provide the Company with additional flexibility in determining how to settle the Existing Convertible Notes; and

4. Approve the adjournment of the Meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals at the time of the Meeting, which we refer to as the “adjournment proposal”.

For the official SEC filing, click here.

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Gain Capital to hold special shareholders meeting March 12 to approve terms of City Index acquisition

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