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–        Strong accumulated banknote flows with an admission in applicant float of ~$1B–        Accession accepted to enhance margins, EPS and acknowledgment on equity–        Broadened alms and new retail administration approach for a assorted artefact portfolio–        Broadcast applicant segments and geographic bazaar opportunities–        Technological assets and ability to drive belvedere digitization–        Accumulated transactional breeze to admission acquirement capture–        Consolidated basement to drive amount synergies

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NEW YORK, Feb. 27, 2020 (GLOBE NEWSWIRE) — INTL FCStone Inc. (NASDAQ: INTL) (“INTL FCStone”) today arise that it has entered into a absolute acceding to admission GAIN Basic Holdings, Inc. (NYSE: GCAP) (“GAIN”), which has been accustomed by the Board of Admiral of both INTL FCStone and GAIN. INTL FCStone has agreed to admission GAIN for $6.00 per allotment in an all-cash transaction apery about $236 actor in disinterestedness value. As allotment of the transaction, INTL intends to accomplish an action at closing to repurchase GAIN’s $92 actor convertible addendum due 2022. GAIN’s $60 actor convertible addendum due 2020 will be repaid from GAIN’s banknote on duke above-mentioned to closing.

GAIN serves added than 130,000 retail and institutional investors through its FOREX.com and City Index platforms, amidst added channels.  As a aftereffect of the combination, GAIN’s barter will account from a richer artefact offering, and the broadcast assets and greater calibration of the accumulated firm.  By accepting GAIN, INTL FCStone, in turn, will add a new agenda belvedere to its all-around banking network, decidedly accession its alms to retail clients, as able-bodied as a commutual futures business.  The accession is accepted to admission INTL’s transaction flows and accession applicant float by ~$1 billion. The accession of GAIN’s agenda assets and ability will additionally advance the digitization of INTL FCStone’s platform.

Sean O’Connor, CEO of INTL FCStone, commented on the transaction, “By leveraging INTL FCStone’s articles and services, we can enhance GAIN’s artefact alms to drive bazaar allotment advance by capturing added business from absolute clients, as able-bodied as accredit the accession of new clients. As a clearer, we can enhance margins on their transaction flow, and by accumulation the transactional flows, we accept we can admission acquirement abduction by internally bridge added spreads and accepting bigger beheading from markets. In addition, as a aftereffect of the abolishment of GAIN’s accessible aggregation costs and the alliance of our two infrastructures, we apprehend to enhance our earning power.”

Glenn Stevens, CEO of GAIN commented on the transaction, “GAIN’s business fits artlessly aural INTL FCStone’s adapted and scaled franchise, and our shareholders will account from this accumulated by accepting a abundant exceptional in an all-cash transaction. GAIN was founded over 20 years ago with the ambition of accouterment traders with bargain admission to adopted barter markets. By abutting INTL, we see an absurd befalling to advantage their capabilities and ecosystem of products, and to bear an alike added absolute alms to our customers. Bringing calm GAIN’s ability in confined the retail chump and INTL’s unparalleled admission to the banking markets creates an agitative amount hypothesis and enables the accumulated accumulation to serve a added ambit of customers.”

Mr. O’Connor concluded, “This transaction is priced at a 12% exceptional to GAIN’s absolute book amount and we ahead will be anon accretive to acknowledgment on disinterestedness and earnings. We apprehend the amount and basic synergies of this alliance will accredit us to apprehend absolute allotment from the transaction alike amidst today’s multi-decade lows in volatility, and position us for cogent upside as FX bazaar altitude normalize. In the meantime, we accept the admission in assortment of our portfolio in acceding of artefact and chump segments will abate the all-embracing animation of our revenues.”

Sean O’Connor will abide to advance the accumulated firm, while GAIN CEO Glenn Stevens will abide to advance the above GAIN business aural INTL FCStone.

The transaction is accepted to abutting in mid-2020, accountable to approval by GAIN’s stockholders, authoritative approvals and accepted closing conditions. VantagePoint Basic Partners, Michael Spencer’s clandestine advance accumulation IPGL, and Glenn Stevens, apery 44% of GAIN’s outstanding voting ability in aggregate, accept entered into agreements to vote in favor of the transaction.

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Jefferies LLC is acting as absolute banking adviser to INTL FCStone and has provided $350 actor of committed debt costs for the acquisition.  DLA Piper is confined as INTL’s acknowledged counsel, GCA Advisors LLC is acting as banking adviser to GAIN and Davis Polk & Wardwell LLP is confined as its acknowledged counsel.

Webcast and Appointment Alarm Information

The aggregation will host a appointment alarm to altercate the transaction today at 11:00 am ET. A alive web casting of the appointment alarm as able-bodied as added advice to analysis during the alarm will be fabricated accessible in PDF anatomy at http://www.intlfcstone.com. Additionally, the Aggregation will book the added advice advised on the alarm as an display to its Report on Anatomy 8-K. Participants can additionally admission the alarm by dialing 1-844-466-4112 (within the United States and Canada), or 1-408-337-0136 (international callers) about ten account above-mentioned to the alpha time.

A epitomize of the alarm will be accessible at http://www.intlfcstone.com approximately two hours afterwards the alarm has concluded and will be accessible through March 5, 2020. To admission the replay, punch 1-855-859-2056 (within the United States and Canada), or 1-404-537-3406 (international callers) and admission the epitomize passcode 6391358.

About INTL FCStone Inc.

INTL FCStone Inc. (NASDAQ: INTL) connects its audience with the all-around markets above asset classes – accouterment execution, post-trade settlement, allowance and custody. Audience use its agenda platforms, bazaar intelligence and high-touch account to administer their bazaar risk, accompany trading opportunities, accomplish investments efficiently, and advance their business performance.

Further advice on INTL FCStone is accessible at www.intlfcstone.com.

About GAIN Basic Holdings, Inc.

GAIN Basic Holdings, Inc. provides avant-garde trading technology and beheading casework to retail and institutional investors worldwide, with assorted admission credibility to OTC markets and all-around exchanges above a advanced ambit of asset classes, including adopted exchange, commodities, and all-around equities. GAIN Basic is headquartered in Bedminster, New Jersey, with a all-around attendance above North America, Europe and the Asia Pacific regions.  For added aggregation information, appointment www.gaincapital.com.

Media Contact:

Jay A. Morakis

M Accumulation Strategic Communications (for INTL FCStone Inc.)



Forward Looking Statements

This columnist absolution contains “forward-looking statements” aural the acceptation of “forward-looking statements” aural the acceptation of Section 27A of the Balance Act of 1933, as amended, and Section 21E of the Balance Barter Act of 1934, as amended.  Advanced statements are articular by words such as “may,” “should,” “expects,” “anticipates,” “assumes,” “can,” “will,” “could,” “likely,” “intends,” “might,” “predicts,” “seeks,” “would,” “believes,” “estimates” or “plans.”  These advanced statements include, amidst added things, statements apropos to the accepted after-effects of the alliance with GAIN, including any advancing amount or basic synergies associated therewith, operating efficiencies and results, growth, applicant and stockholder benefits, accretion, banking allowances or returns, key assumptions, the accepted timing of the closing of the merger, affiliation costs and transaction costs, accepted timing and use of gain of any financing, our approaching banking performance, our business affairs and strategy, advancing banking position, clamminess and basic needs and added agnate matters.  These advanced statements are based on management’s accepted expectations and assumptions about approaching events, which are inherently accountable to uncertainties, risks and changes in affairs that are difficult to predict. These advanced statements absorb accepted and alien risks and uncertainties, abounding of which are above our control, that may account absolute after-effects to be materially altered from any advancing after-effects bidding or adumbrated by these advanced statements, including, amidst others, (i) the accident of any event, change, or added accident that could accord acceleration to the abortion of the alliance agreement, (ii) the transaction closing altitude may not be annoyed in a appropriate address or at all, including due to the abortion to access GAIN stockholder approval and authoritative approvals, (iii) the advertisement and pendency of the alliance may agitate our or GAIN’s business operations, (iv) advancing allowances of the merger, including the ability of revenue, accretion, banking allowances or allotment and added amount and basic synergies may not be absolutely accomplished or may booty best to apprehend than expected, (v) adverse changes in economic, political and bazaar conditions, such as amount levels and animation in the commodities, balance and adopted barter markets in which we and GAIN operate, (vi) losses from our market-making and trading activities arising from counter-party failures and changes in bazaar conditions, (vii) the accessible accident of key cadre or GAIN key personnel, (viii) the appulse of accretion competition, (ix) the appulse of changes in government regulation, (x) the achievability of liabilities arising from violations of federal and accompaniment balance laws, (xi) the appulse of changes in technology in the balance and bolt trading industries and (xii) added risks and uncertainties. You should apprehend cautionary statements fabricated as actuality applicative to all accompanying advanced statements wherever they arise in this columnist release. We cannot assure you that the advanced statements in this columnist absolution will prove to be accurate. Furthermore, if our advanced statements prove to be inaccurate, the blunder may be material. In ablaze of the cogent uncertainties in these forward‑looking statements, you should not attention these statements as a representation or assurance by us or any added being that we will accomplish our objectives and affairs in any defined time frame, if at all. Investors are cautioned not to abode disproportionate assurance on advanced statements, which allege alone as of the date they were made.  Except as especially appropriate beneath federal balance laws and the rules and regulations of the U.S. Balance and Barter Commission (the “SEC”), we do not accept any obligation, and do not undertake, to amend any advanced statements to reflect contest or affairs arising afterwards the date of this columnist release, whether as a aftereffect of new information, approaching contest or otherwise.  All advanced statements attributable to us are especially able by these cautionary statements.

Additional Advice and Where to Acquisition It

This columnist absolution may be accounted address actual in account of the proposed accession of GAIN by INTL FCStone. In affiliation with the proposed merger, GAIN will book with the SEC and accouter to GAIN’s stockholders a proxy account and added accordant documents. This columnist absolution does not aggregate a address of any vote or approval. Stockholders of GAIN are apprenticed to apprehend the proxy account back it becomes accessible and any added abstracts to be filed with the SEC in affiliation with the proposed alliance or congenital by advertence in the proxy account because they will accommodate important advice about the proposed merger.

Investors will be able to access chargeless of allegation the proxy account and added abstracts filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, the proxy account will be accessible chargeless of allegation through GAIN’s website at www.ir.gaincapital.com as anon as analytic accessible afterwards it is electronically filed with the SEC.

The directors, controlling admiral and assertive added associates of administration and advisers of anniversary of GAIN and INTL FCStone may be accounted “participants” in the address of proxies from stockholders of GAIN in favor of the proposed merger. Advice apropos the bodies who may, beneath the rules of the SEC, be advised participants in the address of the stockholders of GAIN in affiliation with the proposed alliance will be set alternating in the proxy account and the added accordant abstracts to be filed with the SEC. You can acquisition advice about GAIN’s controlling admiral and admiral in the absolute proxy account on Schedule 14A in affiliation with GAIN’s 2019 Annual Meeting of Shareholders, filed with the SEC on April 30, 2019.


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