Gain Capital (GCAP) Commences Modified Dutch Auction Tender Offer to Purchase up to $50M of its Common Stock

October 9, 2018 7:57 AM EDT

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GAIN Capital Holdings, Inc. (NYSE: GCAP) announced today that it commenced a "modified Dutch auction" tender offer to purchase up to $50 million of shares of its common stock, or such lesser number of shares of its common stock as are properly tendered and not properly withdrawn, at a price not less than $7.24 nor greater than $7.94 per share of common stock, to the seller in cash, less any applicable withholding taxes and without interest (the "Offer"). The Offer is made upon the terms and subject to the conditions described in the offer to purchase and in the related letter of transmittal. The closing price of GAIN's common stock on the New York Stock Exchange on October 8, 2018, the last full trading day before the commencement of the Offer, was $6.91 per share. The Offer is scheduled to expire at 5:00 P.M., New York City time, on November 6, 2018, unless the Offer is extended.

"The Offer underlines our ongoing commitment to executing a balanced capital allocation strategy to enhance shareholder value," stated Glenn Stevens, Chief Executive Officer of GAIN Capital. "Given our strong capital position, particularly in light of the $85 million in proceeds generated from the sale of the GTX business, as well as the current market price of our common stock, we believe the Offer is a prudent means to return capital to shareholders. Our strong capital position also allows us to make appropriate investments to pursue growth initiatives, consistent with our goal of delivering long-term value."

GAIN believes that the modified Dutch auction tender offer represents an efficient mechanism to provide GAIN's stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in GAIN if they so elect. The Offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their Shares without the potential disruption to the Share price.

The Offer is not contingent upon obtaining any financing. However, the Offer is subject to a number of other terms and conditions, which are described in detail in the offer to purchase. Specific instructions and a complete explanation of the terms and conditions of the Offer will be contained in the offer to purchase, the letter of transmittal and the related materials, which will be mailed to stockholders of record shortly after commencement of the Offer.

None of GAIN, the members of its Board of Directors, the dealer manager, the information agent or the depositary makes any recommendation as to whether any stockholder should participate or refrain from participating in the Offer or as to the price or prices at which stockholders may choose to tender their shares in the Offer.

D.F. King & Co., Inc. will serve as information agent for the Offer. Stockholders with questions, or who would like to receive additional copies of the Offer documents may call D.F. King & Co., Inc. at (800) 735-3591 (toll free) or email gcap@dfking.com. The dealer manager for the Offer is Jefferies LLC.



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