Completion of acquisition and equity issue

RNS Number : 6902H

JTC PLC

19 November 2018

 

19 November 2018

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

Issue of Equity, Completion of Acquisition and increase in Revolving Credit Facility

JTC, an award-winning provider of fund, corporate and private wealth services to institutional and private clients, announces today that, further to its announcement on 6 September 2018, applications have been made to the Financial Conduct Authority ("FCA") and the London Stock Exchange, respectively, for 2,877,698 new Ordinary Shares of £0.01 each to be admitted to the premium listing segment of the Official List and to trading on the Main Market. It is expected that admission of the shares will become effective and dealings in the shares will commence at 8.00am on Tuesday 20 November 2018.

The issue of 2,877,698 shares is to satisfy the share consideration payable for JTC's acquisition of Minerva Holdings Limited and MHL Holdings SA (together with its subsidiaries "Minerva"). The acquisition of Minerva will complete on admission to trading of the shares.

The consideration for Minerva is made up of an initial element and an earn-out element. The initial consideration payable is £16.8m cash (to be adjusted by the mechanism as set out in the Sale Agreement) and the shares.

The earn-out (if payable) will be paid in cash during 2019 and is based on Minerva's performance in the six months following completion. The total consideration payable is subject to an absolute cap of £30 million (subject to customary closing adjustments).

Following admission of the shares the Company will have 110,895,327 Ordinary Shares of £0.01 each in issue. There are no shares held in treasury. Therefore, following admission of the shares the total number of voting rights in the Company will be 110,895,327 (the "Voting Rights Figure"), and this Voting Rights Figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest, or a change to that interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

JTC has also extended the Group's existing Revolving Credit Facility ("RCF") from £10 million to £55 million, bringing in the Bank of Ireland, Barclays and Santander to join HSBC under the terms of the Group's debt facility. The extension of the facility will be used to fund the consideration for acquisitions and takes total facilities to £100m.

Enquiries:

JTC PLC                                                                       [phone]

Miranda Lansdowne                                                       [e-mail]

JTC (Jersey) Limited, Company Secretary

Camarco                                                                      [phone]

Geoffrey Pelham-Lane                                                  

Kimberley Taylor

Sophie Boyd

Important Notices

The person arranging release of this announcement on behalf of the Company is Miranda Lansdowne (Joint Secretary, JTC (Jersey) Limited, Company Secretary).

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any other jurisdiction should inform themselves about, and observe, any applicable requirements.  This announcement has been prepared for the purposes of complying with the Listing Rules and MAR and the information disclosed may not be the same as that which would have been prepared in accordance with the laws and regulation of any jurisdiction outside of England.

About JTC

JTC is an award-winning provider of fund, corporate and private wealth services to institutional and private clients. The Company has a global presence, with over 650 staff operating in more than 18 different jurisdictions and assets under administration totalling c. US$ 100+ billion.

JTC remains fully committed to its shared ownership culture and philosophy, with management and staff continuing to hold over 20% of the equity in the firm, clearly aligning the interests of clients, employees and other stakeholders.

www.jtcgroup.com

 

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