GFI Group Announces Intention to Voluntarily Delist Common Stock from NYSE and Deregister Common Stock

Expects to Make Voluntary SEC Filings with Respect to 8.375% Senior Notes

NEW YORK, NY – March 19, 2015 – GFI Group Inc. (NYSE: GFIG) (“GFI Group,” “GFI” or the “Company”), a leading intermediary and provider of trading technologies and support services to the global over-the-counter (“OTC”) and listed markets, today announced that it intends to voluntarily delist and deregister its common stock (the “common stock”).

Reasons for, and Timing of, Delisting and Deregistering
The Company has submitted written notice to the New York Stock Exchange (the “NYSE”) of its intention to voluntarily delist and deregister the common stock under the Securities Exchange Act of 1934, as amended.  The delisting is expected to become effective 10 days after the filing of the required Form 25 with the Securities and Exchange Commission (the “SEC”).  GFI subsequently expects to no longer have obligations to file SEC reports with respect to its common stock.  However, the Company intends to make voluntary SEC filings with respect to its 8.375% Senior Notes due July 2018 (the “Senior Notes”) in compliance with its obligations under the related indenture. 

Approximately 56% of the outstanding shares of the common stock are held by BGC Partners, Inc. or its affiliates (NASDAQ: BGCP) (“BGC Partners” or “BGC”), and approximately 38% of the outstanding shares are held by Jersey Partners Inc. (“JPI”) as well as by certain members of GFI’s management team and their respective affiliates.  

GFI will operate as a consolidated subsidiary of BGC.  Given these circumstances, GFI’s Board of Directors has concluded that the added costs of compliance, the demands of management’s time, and the resources required to maintain GFI’s NYSE listing and to continue its SEC reporting obligations are greater than the benefits received by the Company and its stockholders.

Trading of GFI Group Common Stock After Delisting and Deregistering
GFI has no intention to arrange for the listing of and/or registration of the common stock on another securities exchange.  The common stock may, however, be quoted in one or more OTC markets, but there can be no assurance that trading in the common stock will continue OTC or otherwise.  Moreover, the common stock may become more illiquid once it is no longer traded on the NYSE, and may no longer be a margin security, which could negatively impact market prices for the common stock and make it more difficult for GFI stockholders to sell their shares.  Prior to the completion of the full merger of BGC and GFI, BGC may purchase shares of GFI common stock in either open market or privately negotiated transactions.

GFI does not currently intend to hold its 2015 annual general meeting of stockholders in June as it has in past years. 

About GFI Group Inc.
GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants.  More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide, and FENICS®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City. For more information, please visit http://www.gfigroup.com.

GFI is majority-owned by, and will operate as a division of, BGC Partners, Inc., a leading global brokerage company servicing the financial and real estate markets. BGC Partners’ Class A common stock trades on the NASDAQ Global Select Market (NASDAQ: BGCP). BGC Partners also has outstanding Senior Notes due June 15, 2042, which trade on the New York Stock Exchange (NYSE: BGCA). BGC Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick.  For more information, please visit http://www.bgcpartners.com.

Cautionary Statement Regarding Forward-Looking Statements by GFI Group
Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include information concerning future financial performance, business strategy, plans, goals and objectives.  When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “expect” and similar expressions identify such forward-looking statements.  Actual results, performance, achievements or events could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.  These forward-looking statements are based largely on the expectations of GFI and are subject to a number of risks and uncertainties.  These include, but are not limited to, risks and uncertainties associated with: economic, political and market factors affecting trading volumes; securities prices or demand for GFI’s brokerage services; competition from current and new competitors; GFI’s ability to attract and retain key personnel, including highly-qualified brokerage personnel; GFI’s ability to identify and develop new products and markets; changes in laws and regulations governing GFI’s business and operations or permissible activities; GFI’s ability to manage its international operations; financial difficulties experienced by GFI’s customers or key participants in the markets in which GFI focuses its brokerage services; GFI’s ability to keep up with technological changes; uncertainties relating to litigation; and GFI’s ability to assess and integrate acquisition prospects.  Further information about factors that could affect GFI’s financial and other results is included in GFI’s filings with the SEC.  GFI does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

GFI Media Contacts:

Hannah Sloane
+1 212-294-7938

Sarah Laufer
+1 212-915-1008

GFI Investor Contacts:

 

Jason McGruder
+1 212-829-4988

Jason Chryssicas
+1 212-915-1987

GFI Investor and Media Contact:

 

Mark Brazier – GFI
+1 212-968-6905

R.J. O’Brien to Acquire The Kyte Group from GFI Group

Acquisition Marks Strategic Expansion for RJO in Europe

LONDON, March 11, 2015 /PRNewswire/ — R.J. O’Brien & Associates (RJO), the oldest and largest independent futures brokerage and clearing firm in the United States, and GFI Group (NYSE:GFIG), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, today announced that RJO’s affiliate, R.J. O’Brien Europe Limited (RJO Europe), will acquire GFI’s subsidiary, The Kyte Group Limited (Kyte).  Terms of the transaction were not disclosed. The UK Financial Conduct Authority (FCA) has approved the transaction, which is expected to close no later than March 17. After closing of the transaction, Kyte will operate under the name “R.J. O’Brien Limited”.

Kyte is one of the largest derivatives clearing agents in Europe, offering risk management, trade settlement and exchange connectivity via Direct Market Access to proprietary traders, brokers, market makers and hedge funds.  An independent clearing firm, Kyte has consistently ranked among the top 10 firms by volume on Liffe and ICE Futures Europe and among the top 20 firms by volume on Eurex.

David Mudie, CEO of RJO Europe’s regulated subsidiary R.J. O’Brien (UK) Limited (RJO UK), will also serve as CEO of the acquired entity.  Long-time Kyte executive Thomas Texier will lead operations at both RJO UK subsidiaries.  Peter Green, who has served as Kyte CEO, will stay on as a consultant and remain on the Board as a non-executive director.   

Gerald F. Corcoran, Chairman and Chief Executive Officer of RJO, said: “We’ve made a strategic decision to expand significantly in the UK and Europe, and we are truly thrilled to bring Kyte’s impressive operation and talented team of high-caliber, seasoned employees into the RJO family.  We also look forward to getting to know the great clients of Kyte, who will continue to experience the high level of service offered by both RJO and Kyte, along with new access and capabilities that we can now provide. The acquisition will immediately add value, enabling us to accelerate our growth plans and to benefit from robust infrastructure enhancements in Europe that would have taken us several years to build from the ground up.  This move will help us further capitalize on our recent success in the EMEA region, where David has forged a strong team and greatly enhanced our institutional reach.”

Colin Heffron, Chief Executive Officer of GFI, said:  “We have reflected on our position across GFI’s various business lines and decided Kyte is not part of our long-term strategic plan.  This transaction better enables GFI to focus on our leading wholesale financial brokerage, software and market data businesses.  Going forward, we expect to become a more focused and efficient company as we work on reducing costs by integrating our back office and technology functions with those of our parent company, BGC Partners.  As this integration progresses, we believe that GFI will be in an even stronger position to provide world-class wholesale brokerage and technology solutions to our global customer base.”

Kyte has multiple co-location facilities, including in London and Frankfurt. RJO’s European clients will gain access to multiple trading platforms that Kyte provides for its clients. Clients of Kyte will be able to access markets in Asia once the acquisition is complete.  RJO has offices in Beijing and Hong Kong that leverage its expertise in agricultural markets and middle market clients.

Established in 2011, the regulated RJO UK operation serves Europe, the Middle East and Africa. The firm has been steadily investing in infrastructure and growing its institutional presence in the region, continuing to add experienced institutional sales professionals to its team.

David Mudie said: “We see tremendous synergies between the two organisations, and this is a fantastic opportunity for our respective clients and staff. We have a shared commitment to superior client service and strong relationships, and clients can expect continuity of service throughout and after the integration. In addition to the many mutual benefits, Kyte clients can enjoy RJO’s vast reach, global clearing arrangements, extensive operations in North America as well as Asia, and 100-year history of excellence in the futures markets.”

Peter Green added:  “This is a terrific opportunity for Kyte clients and employees, and I’m delighted that we will be part of an organization like RJO, where clients and employees are treated with the utmost respect.”

About R.J. O’Brien

Founded in 1914, Chicago-based R.J. O’Brien & Associates is the largest independent futures brokerage firm in the United States, serving institutional, commercial and individual clients globally, in addition to a network of 400 introducing brokers (IBs). Clearing more than 100,000 client accounts, RJO services the industry’s most expansive global network of IBs, a vast array of middle market firms and many of the world’s largest financial, industrial and agricultural institutions. The firm offers state-of-the-art electronic trading and 24-hour trade execution on every major futures exchange worldwide.

About The Kyte Group Limited

Kyte has evolved from the open outcry pits of LIFFE into a major force in today’s exchange-traded cash and derivatives arena, covering equities, CFDs, equity indices, fixed-income derivatives, short-term interest rate products, commodity futures and options, cash bonds and spot foreign exchange (FX). Kyte provides clearing and settlement services to professional traders who transact business on the world’s leading exchanges. The Kyte Group Limited is authorized and regulated in the UK by the Financial Conduct Authority.

About GFI Group Inc.

GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants.  More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS ®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

GFI is majority-owned by, and operates as a division of, BGC Partners, Inc., a leading global brokerage company servicing the financial and real estate markets. BGC Partners’ common stock trades on the NASDAQ Global Select Market (NASDAQ: BGCP). BGC Partners also has outstanding Senior Notes due June 15, 2042, which trade on the New York Stock Exchange (NYSE: BGCA). BGC Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick. For more information, please visit http://www.bgcpartners.com.  

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/rj-obrien-to-acquire-the-kyte-group-from-gfi-group-300048730.html

SOURCE GFI Group Inc.; R.J. O’Brien & Associates

Bgc Partners And GFI Group Announce Successful Completion Of Tender Offer

Stockholders Representing 56.3% Percent of GFI Shares Supported BGC’s Offer; Payment for Shares Tendered Expected on March 3

NEW YORK, NY – February 27, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC”), a leading global brokerage company servicing the financial and real estate markets, and GFI Group Inc. (NYSE: GFIG) (“GFI Group” or “GFI”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, today announced the successful completion of BGC’s tender offer for GFI shares.

As of the expiration of the tender offer at 5:00 PM on February 26, 2015, approximately 54.6 million shares were tendered pursuant to the offer. The 54.6 million tendered shares, together with the 17.1 million shares of GFI common stock already owned by BGC, represent approximately 56.3% of GFI’s outstanding shares. BGC has accepted the shares and expects to issue payment for the shares tendered on March 3, 2015. In addition, GFI employees holding RSUs will receive $6.10 per RSU in cash, based on their pre-existing vesting schedules. All outstanding conditions of the tender offer have been met.

GFI will be a controlled company and operate as a division of BGC, reporting to Shaun Lynn, President of BGC, and its financial results will be consolidated as part of BGC. Going forward, BGC and GFI are expected to remain separately branded divisions. GFI’s current Executive Chairman, Michael Gooch, and its current Chief Executive Officer, Colin Heffron, will remain as Executives and Directors of GFI Group and shall continue as Chairman and CEO, respectively, of the GFI Division. Mr. Gooch shall also hold the title of Vice Chairman of BGC Partners, L.P.

Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: “We are extremely pleased with the overwhelming support our tender offer received from GFI stockholders. We believe the combination of BGC and GFI will create a strong and diversified company, well positioned to capture future growth opportunities. This is a significant milestone and exciting time to be a partner, stockholder and employee of BGC. Through this combination, we expect to deliver substantial benefits to customers of the combined company, and we expect to become the largest and most profitable wholesale brokerage company.”

Shaun Lynn, President of BGC, said: “This is a highly complementary combination, which will result in meaningful economies of scale. While the front office operations will remain separately branded companies, we plan on integrating the back office, technology, and infrastructure of these two companies in a smart and deliberate way. By the end of the first year, we expect to save at least $50 million annually on items including network infrastructure, telephone lines, data centers, vendors, disaster recovery, regulatory capital, and interest expense. We expect further cost savings in the second year and beyond. We also expect to generate increased productivity per broker and to continue converting voice and hybrid broking to more profitable fully electronic trading, all of which should lead to increased revenues, profitability and cash flows.”

Mickey Gooch, Executive Chairman of GFI, added: “We believe GFI will benefit from being part of a larger and more diversified company and we look forward to working with the management team and brokers of BGC to build upon our success and create an extraordinary partnership. Importantly, this transaction will enable us to better serve the needs of customers of both BGC and GFI.”

Colin Heffron, Chief Executive Officer of GFI, said: “We remain dedicated to being a premier provider of market-leading intermediary services and trading technologies and we are excited to offer customers of the combined company with the enhanced services this transaction provides.”

The companies also announced that as part of the agreement with GFI, Marisa Cassoni, Frank Fanzilli Jr. and Richard Magee have resigned from the GFI Board. BGC has designated six directors to the expanded eight-member GFI Board. Three of these new board members are independent directors nominated by BGC. These new board members are:

  • Howard Lutnick, Chairman and Chief Executive Officer of BGC;
  • Shaun Lynn, President of BGC;
  • Stephen Merkel, Executive Vice President, General Counsel and Secretary of BGC;
  • William J. Moran, Former Executive Vice President, JPMorgan Chase & Co.;
  • Peter J. Powers, President and Chief Executive Officer, Powers Global Strategies LLC;
    and
  • Michael Snow, Managing Member and Chief Investment Officer of Snow Fund One, LLC.

More information on each of the directors will be included in SEC filings expected to be made by both BGC and GFI.

GFI stockholders with questions about tendered shares may call Innisfree M&A Incorporated, BGC’s Information Agent, toll-free at (888) 750-5884.

Cantor Fitzgerald & Co. was BGC’s financial advisor and dealer manager for the tender offer, while Wachtell, Lipton, Rosen & Katz was BGC’s legal advisor.

GFI Group’s financial advisor was Jefferies LLC, while Willkie Farr & Gallagher LLP acted as legal advisor to GFI Group. Greenhill & Co. acted as financial advisor to the Special Committee of GFI’s Board of Directors and White & Case LLP acted as the Special Committee’s legal advisor.

About BGC Partners, Inc.
BGC Partners is a leading global brokerage company servicing the financial and real estate markets. Products include fixed income securities, interest rate swaps, foreign exchange, equities, equity derivatives, credit derivatives, commercial real estate, commodities, futures, and structured products. BGC also provides a wide range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services to a broad range of financial and non-financial institutions. Through its BGC Trader and BGC Market Data brands, BGC offers financial technology solutions, market data, and analytics related to numerous financial instruments and markets. Through the Newmark Grubb Knight Frank brand, BGC offers a wide range of commercial real estate services including leasing and corporate advisory, investment sales and financial services, consulting, project and development management, and property and facilities management. BGC’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, property owners, real estate developers, and investment firms. BGC’s common stock trades on the NASDAQ Global Select Market under the ticker symbol (NASDAQ: BGCP). BGC also has an outstanding bond issuance of Senior Notes due June 15, 2042, which trade on the New York Stock Exchange under the symbol (NYSE: BGCA). BGC Partners is led by Chairman and Chief Executive Officer  Howard W. Lutnick. For more information, please visit http://www.bgcpartners.com.

BGC, BGC Trader, Newmark, Grubb & Ellis, and Grubb are trademarks and service marks of BGC Partners, Inc. and/or its affiliates. Knight Frank is a service mark of Knight Frank (Nominees) Limited.

About GFI Group Inc.
GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants. More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities. GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS ®, a market leader in FX options software.

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

Discussion of Forward-Looking Statements by BGC Partners
Statements in this document regarding BGC Partners’ business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Except as required by law, BGC undertakes no obligation to release any revisions to any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in BGC’s public filings, including BGC’s most recent Form 10-K and any updates to such risk factors contained in subsequent Form 10-Q or Form 8-K filings.

Cautionary Statement Regarding Forward-Looking Statements by GFI Group
Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of GFI and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: whether any potential sale of, or other strategic transaction by or related to GFI will be consummated and, if so, the timing and terms of any such transaction, including any possible sale price; economic, political and market factors affecting trading volumes; securities prices or demand for GFI’s brokerage services; competition from current and new competitors; GFI’s ability to attract and retain key personnel, including highly-qualified brokerage personnel; GFI’s ability to identify and develop new products and markets; changes in laws and regulations governing GFI’s business and operations or permissible activities; GFI’s ability to manage its international operations; financial difficulties experienced by GFI’s customers or key participants in the markets in which GFI focuses its brokerage services; GFI’s ability to keep up with technological changes; uncertainties relating to litigation and GFI’s ability to assess and integrate acquisition prospects. Further information about factors that could affect GFI’s financial and other results is included in GFI’s filings with the Securities and Exchange Commission. GFI does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise

BGC Media Contacts:
George Sard / Bryan Locke / Bob Rendine – Sard Verbinnen & Co
+1-212-687-8080

Hannah Sloane – BGC
+1 212-294-7938

BGC Investor Contact:
Jason McGruder – BGC
+1 212-829-4988

GFI Investor and Media Contact:
Mark Brazier – GFI
+1 212-968-6905

GFI and Amerex Voted No. 1 Brokers in Eight Energy & Commodities Categories

In Energy Risk magazine’s 2015 Annual Rankings

New York, February 23, 2015 – GFI Group, Inc. (NYSE: “GFIG”) and its subsidiary Amerex Brokers LLC today announced that they have been voted top brokers in Energy Risk magazine’s annual rankings, in the following eight categories:

  • Coal
  • Iron Ore
  • Western Natural Gas
  • Natural Gas Europe- NBP (UK)
  • Natural Gas Europe – TTF (Netherlands)
  • Natural Gas Europe – GasPool
  • Power North America
  • Power – Europe – France 

Colin Heffron, GFI Group Chief Executive Officer, said: “We are pleased to have been voted the best broker in eight different energy and commodities categories. We are committed to providing our clients with the best quality service. The hard work and dedication our brokers, sales and ecommerce teams, middle and back office personnel and all others that contribute to the high quality of our global offering in the energy and commodities sector have made this possible”.

Risk and Energy Risk conducted a poll where respondents were asked to vote for their top three dealers and brokers in order of preference for any categories in which they had been active over the course of the year. The publications received 1,400 valid responses from market participants to this year’s survey. Voters could base their decisions on a variety of criteria, including pricing, liquidity provision, counterparty risk, speed of execution and reliability. 

GFI Group and Amerex provide access to global energy and commodities markets including power, natural gas and environmental commodities through a hybrid approach that combines voice brokering with state-of-the-art trading platforms: EnergyMatch® and EnergyMatch® Europe.

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About GFI Group Inc. 
GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants.  More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS ®, a market leader in FX options software.  

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

About Amerex Brokers LLC
Founded in 1978, Amerex is a leading over-the-counter energy brokerage offering services in electricity, natural gas, emission credits and allowances, renewable energy credits, retail energy procurement, energy consulting and energy data services. From its office in Houston, Amerex offers liquidity and timely execution to meet the needs of a global client network of more than 1,000 firms including thousands of traders and risk management professionals. 

For additional information, please visit www.amerexenergy.com. Amerex Brokers LLC is a wholly-owned subsidiary of GFI Group Inc. (NYSE:GFIG), a leading inter-dealer broker specializing in over-the-counter derivatives products and related securities. GFI provides brokerage services, trading system software and market data and analytics software products for a range of credit, financial, equity and commodity instruments. GFI operates one of the largest OTC energy brokerage businesses in North America both directly and through its Amerex and StarSupply businesses. More information is available at www.amerexenergy.com

Forward-looking statement 
Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of GFI Group Inc. (the “Company”) and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: economic, political and market factors affecting trading volumes; securities prices or demand for the Company’s brokerage services; competition from current and new competitors; the Company’s ability to attract and retain key personnel, including highly-qualified brokerage personnel; the Company’s ability to identify and develop new products and markets; changes in laws and regulations governing the Company’s business and operations or permissible activities; the Company’s ability to manage its international operations; financial difficulties experienced by the Company’s customers or key participants in the markets in which the Company focuses its brokerage services; the Company’s ability to keep up with technological changes; uncertainties relating to litigation and the Company’s ability to assess and integrate acquisition prospects. Further information about factors that could affect the Company’s financial and other results is included in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For any queries or additional information please contact:

Patricia Gutierrez
Vice President – Public Relations
GFI Group Inc.
55 Water Street, 28th Floor
New York, NY 10041
Tel: (212) 968 2964
Mob: (646) 717 4379                
patricia.gutierrez@gfigroup.com        

Melissa Mundy                
Vice President, Marketing & Data Services    
Amerex Brokers LLC
One Sugar Creek Center Blvd. Suite 700
Sugar Land, TX 77478
Tel: 281-340-5206                
Fax: 281-569-5206
AIM: mmundyamerex
mmundy@amerexenergy.com    

BGC Partners and GFI Group Reach Agreement GFI Board Supports BGC’s $6.10 Per Share Tender Offer

GFI Board Recommends that GFI Stockholders Tender Their Shares to BGC

NEW YORK, NY – February 20, 2015 – BGC Partners, Inc. (NASDAQ: BGCP) (“BGC Partners” or “BGC”), a leading global brokerage company servicing the financial and real estate markets, and GFI Group Inc. (NYSE: GFIG) (“GFI Group” or “GFI”), a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, today announced that they have entered into a tender offer support agreement in which GFI’s board of directors unanimously agreed to support BGC’s tender offer for all of the outstanding shares of GFI common stock at $6.10 per share in cash.

As part of the agreement, BGC shall designate six out of eight directors of the expanded GFI Board.  Pursuant to this agreement, BGC has extended the deadline to February 26, 2015, in order to give all stockholders the opportunity to tender in this final extension.  BGC exceeded its 45% requirement with nearly 48% of shares tendered, and because it wants to make closing even more certain, BGC reduced the minimum tender condition to 43%. 

Because it will be a controlled company, GFI is expected to operate as a division of BGC, reporting into Shaun Lynn, President of BGC, and its financial results are expected to be consolidated as part of BGC.  Going forward, BGC and GFI are expected to remain separately branded divisions.  GFI’s current Executive Chairman, Michael Gooch, and its current Chief Executive Officer, Colin Heffron, are expected to remain executives of GFI and members of its board of directors.

Howard Lutnick, Chairman and Chief Executive Officer of BGC, said: “We are thrilled to welcome the world class people from GFI into the BGC family.  We have an extraordinary opportunity ahead to grow with BGC’s strong financial position coupled with both companies’ extraordinarily talented brokers and market leading technology.  We look forward to delivering strong earnings and cash flow growth to our shareholders going forward.”

Shaun Lynn, President of BGC, said:  “We are very happy to have reached an amicable conclusion to this long process.  We look forward to working with the management team and brokers of GFI as we build what we hope will be the largest and most profitable global wholesale brokerage company.  Our transaction will provide substantial benefits to GFI’s customers, counterparties, brokers, and other employees, all of whom will benefit from GFI being part of a larger, faster growing, and more diversified investment grade company.  We believe that BGC’s employees, customers, shareholders, and bondholders will similarly benefit from the combination of these two great organizations.”

Mickey Gooch, Executive Chairman of GFI, added:  “We are excited to bring these two great companies together. I look forward to building upon our success to create an extraordinary partnership.”

Colin Heffron, Chief Executive Officer of GFI, said:  “I believe GFI’s leading technology and advanced global market position will enhance the services provided to customers of our combined business.  More importantly, we look forward to working together as a separately branded division to continue providing market-leading intermediary services and trading technologies.”

BGC is pleased that the board of GFI has acknowledged the compelling value of its $6.10 per share all-cash offer.  By recommending that GFI stockholders tender their shares to BGC, GFI’s directors have recognized that BGC’s offer is the best way to maximize shareholder value.  BGC has now satisfied all conditions required to complete the proposed transaction, and is prepared to move quickly to close its fully-financed offer.  BGC urges GFI stockholders to tender or keep their shares tendered to ensure that they receive the value to which they are entitled.  BGC does not expect any further extensions. 

Terms of the Agreement
Under the terms of the tender offer agreement, GFI’s board recommends that GFI stockholders tender their shares into BGC’s existing offer for $6.10 per share in cash.  In addition, BGC will appoint 6 members to GFI’s expanded 8 person board.  At least three of these new board members are expected to be independent directors nominated by BGC.  

In connection with the agreement, Messrs. Gooch and Heffron will continue to have management responsibilities at GFI and will enter into employment agreements and receive retention and non-competition bonuses based on certain non-GAAP financial results for GFI.  These non-GAAP results are expected to be based on BGC’s existing definition of distributable earnings.   Messrs. Gooch and Heffron are also expected to sign restrictive covenants including non-competition, non-solicitation and non-hire provisions.  Under the terms of the deal, GFI has made various representations and warranties to BGC and agreed to various covenants.  

Following the close of the tender offer on the proposed terms, GFI employees with RSUs are expected to receive $6.10 per RSU based on their pre-existing vesting schedules.

New Offer Deadline
The expiration date for the tender offer is now 5:00 PM ET time on February 26, 2015.  As of 5:00 PM ET on February 19, 2015, approximately 43.3 million shares were tendered pursuant to the offer.  The 43.3 million tendered shares, together with the 17.1 million shares of GFI common stock already owned by BGC, represent approximately 47.5% of GFI’s outstanding shares. 

Certain shareholders of GFI who entered into a support agreement with the CME in connection with the previously terminated transaction, including Jersey Partners Inc., GFI’s largest stockholder, and certain members of GFI’s management team and their respective affiliates, are not expected to tender their shares at this time.  However, the agreement provides for a mechanism whereby BGC will acquire their shares upon the earlier of the cessation of the restrictions under the CME support agreement or one year from the closing date of the tender offer agreement for $6.10 in cash and BGC common stock, based on BGC’s current stock price.  Any other GFI stockholders that do not tender by the offer deadline may not have an opportunity to receive the $6.10 per share in cash until the restriction lapses (currently on or about January 30, 2016.)

Stockholders with questions about how to tender their shares may call Innisfree M&A Incorporated, BGC’s Information Agent, toll-free at (888) 750-5884. 

BGC’s financial advisor and dealer manager for the tender offer is Cantor Fitzgerald & Co. and its legal advisor is Wachtell, Lipton, Rosen & Katz.  

Jefferies LLC is acting as financial advisor to GFI Group and Willkie Farr & Gallagher LLP is acting as legal advisor to GFI Group. Greenhill & Co. is acting as financial advisor to the Special Committee of GFI’s Board of Directors and White & Case LLP is acting as the Special Committee’s legal advisor.  

About BGC Partners, Inc.
BGC Partners is a leading global brokerage company servicing the financial and real estate markets.  Products include fixed income securities, interest rate swaps, foreign exchange, equities, equity derivatives, credit derivatives, commercial real estate, commodities, futures, and structured products. BGC also provides a wide range of services, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services to a broad range of financial and non-financial institutions.  Through its BGC Trader and BGC Market Data brands, BGC offers financial technology solutions, market data, and analytics related to numerous financial instruments and markets.  Through the Newmark Grubb Knight Frank brand, BGC offers a wide range of commercial real estate services including leasing and corporate advisory, investment sales and financial services, consulting, project and development management, and property and facilities management. BGC’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, property owners, real estate developers, and investment firms. BGC’s common stock trades on the NASDAQ Global Select Market under the ticker symbol (NASDAQ: BGCP).  BGC also has an outstanding bond issuance of Senior Notes due June 15, 2042, which trade on the New York Stock Exchange under the symbol (NYSE: BGCA).  BGC Partners is led by Chairman and Chief Executive Officer Howard W. Lutnick. For more information, please visit http://www.bgcpartners.com.   

BGC, BGC Trader, Newmark, Grubb & Ellis, and Grubb are trademarks and service marks of BGC Partners, Inc. and/or its affiliates.  Knight Frank is a service mark of Knight Frank (Nominees) Limited.

Important Additional Information
This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of GFI Group Inc. (“GFI”) or any other securities. BGC Partners, Inc. and its subsidiary BGC Partners, L.P. have commenced a tender offer for all outstanding shares of common stock of GFI and have filed with the Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO (including an Offer to Purchase, a Letter of Transmittal and related documents). These documents, as they may be amended from time to time, contain important information, including the terms and conditions of the tender offer, and stockholders of GFI are advised to carefully read these documents before making any decision with respect to the tender offer.  Investors and security holders may obtain a free copy of documents filed with respect to the tender offer at the SEC’s website at www.sec.gov. These materials are also available to GFI Group security holders at no expense to them at http://ir.bgcpartners.com or by calling BGC Partners’ information agent, Innisfree M&A Incorporated, toll-free at (888) 750-5884. 

About GFI Group Inc.
GFI Group Inc. (NYSE: GFIG) is a leading intermediary in the global OTC and Listed markets offering an array of sophisticated trading technologies and products to a broad range of financial market participants.  More than 2,500 institutional clients benefit from GFI’s know-how and experience in operating electronic and hybrid markets for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities.  GFI’s brands include Trayport®, a leading provider of trading solutions for energy markets worldwide and FENICS ®, a market leader in FX options software. 

Founded in 1987 and headquartered in New York, GFI employs over 2,000 people globally, with additional offices in London, Paris, Brussels, Nyon, Dublin, Madrid, Sugar Land (TX), Hong Kong, Tel Aviv, Dubai, Manila, Seoul, Tokyo, Singapore, Sydney, Cape Town, Santiago, Bogota, Buenos Aires, Lima and Mexico City.

Discussion of Forward-Looking Statements by BGC Partners 
Statements in this document regarding BGC Partners’ business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Except as required by law, BGC undertakes no obligation to release any revisions to any forward-looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see BGC’s Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in BGC’s public filings, including BGC’s most recent Form 10-K and any updates to such risk factors contained in subsequent Form 10-Q or Form 8-K filings. 

Cautionary Statement Regarding Forward-Looking Statements by GFI Group
Certain matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives.  When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “might,” “intend,” “expect” and similar expressions identify such forward-looking statements.  Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.  These forward-looking statements are based largely on the expectations of GFI and are subject to a number of risks and uncertainties.  These include, but are not limited to, risks and uncertainties associated with: whether any potential sale of, or other strategic transaction by or related to GFI will be consummated and, if so, the timing and terms of any such transaction, including any possible sale price; economic, political and market factors affecting trading volumes; securities prices or demand for GFI’s brokerage services; competition from current and new competitors; GFI’s ability to attract and retain key personnel, including highly-qualified brokerage personnel; GFI’s ability to identify and develop new products and markets; changes in laws and regulations governing GFI’s business and operations or permissible activities; GFI’s ability to manage its international operations; financial difficulties experienced by GFI’s customers or key participants in the markets in which GFI focuses its brokerage services; GFI’s ability to keep up with technological changes; uncertainties relating to litigation and GFI’s ability to assess and integrate acquisition prospects. Further information about factors that could affect GFI’s financial and other results is included in GFI’s filings with the Securities and Exchange Commission.  GFI does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise

BGC Media Contacts: 
George Sard / Bryan Locke / Bob Rendine – Sard Verbinnen & Co
+1-212-687-8080
Hannah Sloane – BGC
+1 212-294-7938 
    
BGC Investor Contact: 
Jason McGruder – BGC
+1 212-829-4988     

GFI Media Contact: 
Patricia Gutierrez – GFI
+ 1 212-968-2964
    
GFI Investor Contact: 
Mark Brazier – GFI
+1 212-968-6905

1 See the sections of BGC’s most recent financial results press release entitled “Distributable Earnings Defined,” “Differences Between Consolidated Results for Distributable Earnings and GAAP,” “Reconciliation of Revenues Under GAAP And Distributable Earnings,” and “Reconciliation of GAAP Income (loss) to Distributable Earnings” for a complete and updated definition of these non-GAAP terms and how, when and why management uses them, as well as for the differences between results under GAAP and distributable earnings for the periods discussed in this document.