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, March 19, 2015 /PRNewswire/ -- 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.