On February 27, 2020, GAIN Capital Holdings, Inc., a Delaware corporation (the “Company”), issued a press release to report the Company’s financial results for the quarter and year ended December 31, 2019. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.*

Item 7.01 Regulation FD Disclosure.

In connection with the reporting of the Company’s financial results for the quarter and year ended December 31, 2019, the Company has made available for review on its website (ir.gaincapital.com) a copy of its corporate presentation concerning these results. A copy of the corporate presentation is also attached hereto as Exhibit 99.2.*

Item 8.01 Other Events.

On February 27, 2020, the Company announced that its Board of Directors has declared a dividend of $0.06 per share of the Company’s common stock. The dividend will be paid on March 27, 2020>to shareholders of record at the close of business on March 24, 2020.

On February 27, 2020, the Company issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, INTL FCStone Inc., a Delaware corporation (“INTL”) and Golf Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of INTL (“Merger Sub”), to which Merger Sub will, subject to the satisfaction or waiver of the conditions of the Merger Agreement, merge with and into the Company, with the Company surviving the merger and becoming a wholly owned subsidiary of INTL. Subject to the terms and conditions of the Merger Agreement, the Company’s stockholders will receive $6.00 per share in cash, without interest. A copy of the press release is also attached hereto as Exhibit 99.3.*

Item 9.01. Financial Statements and Exhibits

GAIN Capital Holdings, Inc. Exhibit
EX-99.1 2 ex99112-31x19earningsrelea.htm EXHIBIT 99.1 Exhibit GAIN Capital Reports Fourth Quarter and Full Year 2019 ResultsBEDMINSTER,…
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About GAIN CAPITAL HOLDINGS, INC. (NYSE:GCAP)

GAIN Capital Holdings, Inc. is a provider of trading services and solutions, specializing in over-the-counter (OTC) and exchange-traded markets. The Company’s segments include Retail segment, Institutional segment, Futures segment, and Corporate and other. The retail segment provides its retail customers with access to a range of global financial markets, including spot foreign exchange (forex), precious metals, spread bets and contracts for difference (CFDs) on commodities, indices, individual equities and interest rate products, as well OTC options on forex. The institutional segment provides agency execution services and offers access to markets and self-directed trading in forex, commodities, equities, options and futures through an electronic communications network (ECN), through its GTX platform. The futures segment offers execution and risk management services for exchange-traded futures and futures options on the United States and European futures and options exchanges.