Jtc Plc Regulatory News (JTC)

18 September 2018

JTC PLC

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

Interim results for the six months ended 30 June 2018

JTC delivers a strong performance in its first results as a listed company, building on a 30 year record of growth

* Items classified as non-underlying are: IPO costs, EBT capital distribution, acquisition and integration costs and other non-underlying costs. Non-underlying items are defined as specific items that the directors do not believe will recur in future periods. The H1 2018 results reflect the pre listing capital structure up to 14 March 2018 and the subsequent structure post IPO.

In order to assist the reader's understanding of the financial performance of the Group in this period of significant change, alternative performance measures ("APMs") have been included to ensure consistency with the IPO prospectus and to better reflect the underlying activities of the Group excluding specific non-recurring items as set out in note 6.

H1 2018 Highlights

Profitable growth momentum

· Revenue up 25.2% to £35.3m (H1 2017: £28.2m), reflecting a combination of good net organic (8%) and FY17 acquisitions (17%) growth

· Underlying EBITDA up 56.7% to £10.5m (H1 2017: £6.7m)

· Underlying EBITDA margin increased materially to 29.9% (H1 2017: 23.6%) in line with expectations

· Underlying EBIT up 56% to £8.6m (H1 2017: £5.5m)

· Strong performance by both Institutional Client Services (ICS) and Private Client Services (PCS) Divisions

Focused growth strategy

· Strong enquiry pipeline of £25.8m, up 5.3% from £24.5m (H1 2017)

· Well positioned to take advantage of consolidation opportunities in the global fund, corporate and trust administration industry

· Post period end, successfully acquired1 Minerva and Van Doorn, broadening our proposition and global network and leveraging our existing and scalable operating platform

· Active deal pipeline under consideration subject to continued disciplined acquisition criteria

Investing for further growth

· Enhancements to senior management team

· 2017 acquisitions successfully integrated

· Continued operational investments including IT systems and office infrastructure

 Outlook

· The Group is trading in line with Board expectations

· The industry outlook remains positive for further growth opportunities, both organic and through acquisitions

1 Subject to relevant regulatory approvals

Nigel Le Quesne, Chief Executive Officer of JTC PLC, said:

"We are very pleased with the performance of the Group in the first half of the year and delighted with our successful listing during the period. We continue to see positive organic growth in both our Institutional and Private Client Divisions with a healthy ongoing pipeline from new and existing clients. As well as good progress with integrating the businesses acquired in 2017 we have also made two further acquisitions, post period end, with the recent Van Doorn (Netherlands) and Minerva (Jersey, London, Geneva, Dubai, Mauritius and Singapore) businesses, which are progressing well. In addition to these, we have several other potential targets where we are engaged in negotiations. We have continued to strengthen the senior management team as part of an ongoing drive to improve performance in all our key jurisdictions and service lines and this, coupled with our ongoing investment in improving processes and technologies, makes us confident in the ability of the Group to deliver on the expectations we set ourselves at the time of listing and in meeting the Board's expectations for the full year."

Enquiries:

JTC PLC +44 (0) 1534 700 000

Nigel Le Quesne, Chief Executive Officer

Martin Fotheringham, Chief Financial Officer

David Vieira, Chief Communications Officer

Camarco +44(0)20 3757 4985

Geoffrey Pelham-Lane

Kimberley Taylor

Sophie Boyd

A presentation for analysts will be held at 09:30 today (09:15 arrival) at the offices of Camarco, 107 Cheapside, London, EC2V 6DN.

An audio-cast of the presentation will subsequently be made available on the JTC website: www.jtcgroup.com/investor-relations 

Forward Looking Statements

This announcement may contain forward looking statements. No forward looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement.

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

Chief Executive's Review

Introduction

We are pleased to present our interim results for the first time as a listed company.

Although this is a momentous first, for the JTC senior management and the business at large, this is in effect another phase in a process started nearly 30 years ago to build a first class institution which aligns the interests of all its stakeholders over the long term, whilst seeking to improve in every respect on a daily basis.

As a result, the transition from private ownership into the listed environment has been relatively smooth for JTC. We have been able to concentrate on continuing to develop and grow the business in every respect. From a trading perspective we have found that being a listed business has been well received by clients, potential clients and intermediaries across both the Institutional and Private Client Divisions.

Having finalised our 3 year plan to 2020 our strategy for growth can be defined as JTC continuing to focus on excellence in the delivery of our core competencies as a provider of fund, corporate and trust administration services to both institutional and private clients, with growth coming from organic activities supplemented by acquisitions and by the maintenance of an appropriate infrastructure to support these objectives. We are confident that this period will be consistent with our 30 year track record of growth and profitability with the opportunity for an acceleration driven by the consolidating market dynamics. Key to our success will be to continue to be true to our shared ownership credentials and look to ensure that the team is of the highest quality and as a result our people are rewarded appropriately for their efforts as true stakeholders in the Group.

We have had a strong first half and continue to see profitable growth momentum in the underlying business, we have a successful growth strategy by acquisition and continue to be a suitor of choice to potential targets across our global industry. We are on track to meet our full year expectations and have positive impetus into 2019.

Financial Highlights

We are pleased with the first half year results, which are in line with expectations and consistent with our view at the time of listing in March. Both Divisions are on target and the Group's revenue has increased by £7.1 m (25.2%) to £35.3m and underlying EBITDA by £3.8m (56.7%) by comparison with H1 2017. Underlying EBIT increased by £3.1m (56%) to £8.6m (H1 2017: £5.5m) and this reflects the strong business performance highlighted in the underlying EBITDA figures. These results have been achieved by a mixture of net organic growth of 8% and the anticipated positive contribution of the two 2017 acquisitions; New Amsterdam Cititrust (NACT) in the Netherlands in the ICS Division and the Bank of America Merrill Lynch International Trust and Wealth Structuring (ITWS) business (US, Cayman, Geneva, Isle of Man and Singapore) in the PCS Division.

As anticipated we have seen a significant margin improvement to 29.9% (a 6.3pp increase on H1 2017) due to enhancements in processes, the bedding in of acquisitions and increased operational efficiency between our ICS Global Service Centre (GSC) in South Africa and the jurisdictions it supports, together with the swift integration, including resultant synergies, of the ITWS business in the PCS Division.

Growth by Acquisition

A key component of our strategy is to continue to supplement organic growth with acquisitions. JTC has a successful track record of executing deals at favourable prices and we are well placed to leverage our ability and proven methodology, together with our ability to source, negotiate and integrate acquisitions swiftly and efficiently.

The opportunity is supported by both the trend towards consolidation in the industry and leveraging the attraction of our 'shared ownership for all' model as a fundamental premise of our proposal. More often than not this, together with an open and honest dialogue, leads to JTC achieving preferred bidder status in a competitive process and allows us to approach other off-market opportunities with confidence.

The constant investment in scalable infrastructure and the disciplined approach to the integration process, coupled with the skill of the team, gives us both the capability and bandwidth to continue to consider both smaller 'bolt-ons' and larger acquisitions on a regular basis. The two acquisitions executed this year (subject to regulatory approval) are immediately accretive and help to demonstrate this.

Van Doorn - the Van Doorn acquisition for the ICS Division is a high quality, fast-growing corporate services business that is an ideal and complementary addition to our existing Netherlands platform. The enlarged team will provide opportunities for both organic and potential inorganic growth in country, as well as enhance our management bandwidth in the Benelux region and business development activities across continental Europe.

Minerva - the larger Minerva business which is a traditional trust company business with elements of both corporate and private client services will primarily be managed in our PCS Division and will bring both greater depth to a number of existing platforms (Jersey, London, Geneva, Mauritius and Singapore) as well as a Middle East base in Dubai. With links and client relationships in the Indian Sub-Continent we are exploring plans for greater penetration into this important region, which also acts as a cross-selling bridge into Asia.

Our acquisition pipeline is very healthy with a number of opportunities of varying scale and stages of progress that are well aligned with the business plans of both Divisions.

Institutional Client Services (ICS) Division

Our ICS Division provides fund and corporate administration services to institutional clients, primarily fund managers and multinationals. The ICS footprint is global and includes: New York, Miami, Cayman, Jersey, Guernsey, London, Luxembourg, Amsterdam, Cape Town and Mauritius. The scalable infrastructure of the Division is underpinned by asset class expertise, best-in-breed IT systems and our GSC in South Africa, which provides fund administration and accounting services to the entire network.

The key market drivers identified in our IPO Prospectus earlier this year continue to prevail, with market trends in the ICS business pointing towards a market appetite for greater outsourcing particularly in the alternative assets arena led by a number of factors including greater regulatory complexity, a desire from investors for third party scrutiny and transparency and a preference from managers to concentrate on performance rather than building infrastructure.

The Division accounted for 56% of Group turnover in the period and made strong, steady progress against its financial objectives with a 15.3% increase in total revenue (to £19.9m) over H1 2017 (£17.3m) and a 2.7pp increase in gross margin (to 59.6% from 56.9%) over the same period.

This has been driven largely by finessing and improving the operating model between the ICS service jurisdictions and the GSC in Cape Town, South Africa, which we expect to see continue in H2.

The organic growth in the Division is primarily driven by the appetite for outsourcing in alternative assets, largely real estate and private equity, with particularly strong performance from Jersey, Luxembourg and the UK.

The addition of the Van Doorn business to the recently acquired (2017) NACT business will add further firepower in the Netherlands into H2 and there remain other opportunities for further acquisitions in the near term.

The Division has also been boosted by some senior hires including a Head of Business Development for Institutional Services & the US and a new Managing Director in London for the UK business. These individuals, together with invitees from the rest of the Group's existing senior team, will be included in the new leadership programme (LION) being introduced by the JTC Academy in H2 of 2018.

Private Client Services (PCS) Division

Our PCS Division provides trust and corporate administration services to cater for the personal and business needs of private clients including HNW and UHNW individuals and families as well as family and private offices. The Division also services institutions such as international wealth management firms. The PCS footprint is global and includes: New York, Miami, South Dakota, Cayman, BVI, Jersey, Guernsey, Isle of Man, London, Geneva, Dubai, Labuan, Mauritius, Singapore, Hong Kong, Malaysia and New Zealand. The scalable infrastructure of the Division is underpinned by regional expertise, best-in-breed IT systems and growing outsourcing centres in Labuan (Malaysia) and Mauritius, which provide accounting services to the PCS network.

With the rise of a generation of true 'world citizens' in the UHNW community underpinned by a desire for wealth preservation, legitimate privacy and to be fully compliant across several territories, the outlook for the private wealth sector remains positive. There is also a need for a more sophisticated delivery of service over product in the emerging markets with a 'flight to quality' evident. In the wider market there is a desire to provide access to client friendly consolidated information supplementing a preference for delivery from one service provider rather than several. These dynamics together with JTC's historic pedigree in providing corporate services to the business needs of UHNW individuals and family and private offices provides a positive backdrop for the Division.

PCS accounted for 44% of Group turnover in the period, of which 21% comprised corporate services provided to private clients, which makes corporate services the Group's biggest service line at 36% of total revenue. The Division posted a particularly strong set of numbers when compared with the same period in 2017 due to the full period effect of the acquisition of the ITWS business. As a result it achieved a 40.7% increase in total revenue from £11.0m in H1 2017 to £15.4m in H1 2018 and a 7.7% gross margin improvement from 57.2% to 64.9% over the same period. The ITWS business has performed very well including the contribution of £1.6m of new revenue from restructuring activities and yielded synergy cost savings as it was integrated into our operating model. We continue to work with Bank of America Merrill Lynch (BAML) to improve the product offering to their clients via the BAML financial adviser network to drive new work from existing BAML clients and to attract new BAML clients to JTC.

The opportunity presented by the recent Minerva acquisition will add to both the senior management expertise and the geographical spread and offering of the Group during H2 and into the future. This together with the launch of a more bespoke and exclusive JTC Private Office proposition introducing the proprietary Edge technology platform during H2 is expected to a positive impetus for the Division into 2019.

New business growth is being seen across the Division driven primarily by the Channel Islands business, where flight to quality is a theme and the US business leveraging our increased network and local capability.

Risk

The principal risks facing the Group remain as set out in our Prospectus at the time of listing. Material risks include acquisition risk, competition risk, data protection and cyber security risk, staff resourcing risk, political and regulatory change risk, and regulatory and procedural compliance risk. We remain satisfied as to the effectiveness of the Group's risk analysis, management and culture, developed over the past 30 years of JTC's operations. A detailed update on our approach to monitoring and managing risk, identifying new or changed risks and the effectiveness of our risk responses and reporting mechanisms, will be presented as part of our first Annual Report, which will be released in H1 2019.

Going Concern

The financial statements are prepared on a going concern basis, as the Directors are satisfied that the Group has the resources to continue in business for the foreseeable future. In making this assessment, the Directors have considered a wide range of information relating to present and future conditions, including future projections of profitability and cash flows.

Dividend

The Board has declared an interim dividend of 1 pence per share. The dividend will be paid on 26 October 2018 to shareholders on the register as at the close of business on the record date of 28 September 2018.

Outlook

We remain confident in the ability of the Group to deliver on the expectations we set ourselves at the time of the listing and in meeting the Board's expectations for the full year, and these will be further enhanced by the consolidation of the recent acquisitions. From an organic perspective we have opportunities in both Divisions to improve performance from widening our offering, a healthy enquiries pipeline, new business wins and more work from our existing clients. This, coupled with the value accretive effect of the acquisitions and the cross selling opportunities these will deliver, will continue to allow the Group's operating model to be developed and improved. This growth will be supplemented by further new strategic and opportunistic acquisitions in the foreseeable future bringing further diversification and greater capability to the Group.

The outlook remains positive for further growth in the industry with compelling fundamentals prevailing in the addressable market. This is particularly the case for JTC with its well organised global footprint to allow jurisdictional arbitrage and an understanding of what the trends are and positions itself appropriately from a skill set, operational and technological perspective.

JTC's history of being able to adapt to these trends and develop accordingly, together with our own strategy for success, leaves us confident for H2 2018 and into the future.

Nigel Le Quesne

Chief Executive Officer

Chief Financial Officer's Review

JTC Group KPI's

* Items classified as non-underlying are as detailed in Note 6 of the condensed financial statements. Non-underlying items are defined as specific items that the directors do not believe will recur in future periods.

**Excludes cash held by JTC EBT at 30/6/18

Financial Review

The H1 2018 results reflect the pre listing capital structure up to 14 March 2018 and the subsequent structure post IPO.

In order to assist the reader's understanding of the financial performance of the Group in this period of significant change, alternative performance measures ("APMs") have been included to ensure consistency with the IPO prospectus and to better reflect the underlying activities of the Group excluding specific non-recurring items as set out in note 6.

Revenue

In H1 2018, revenue totalled £35.3m, an increase of £7.1m (25.2%) compared to H1 2017.

Period on period growth was driven by net LTM organic growth of 8% and inorganic growth from the acquisitions of the Merrill Lynch International Trust and Wealth Structuring business (ITWS) and New Amsterdam Cititrust (NACT).

Non regretted losses in the LTM period were 6.1% and therefore gross organic growth was 14%.

£1.6m of H1 2018 revenue growth was achieved from providing new restructuring services to the ITWS clients. This was a clear example of the opportunity that JTC has to provide additional services to this newly acquired client base.

New Business/ Pipeline

The enquiry pipeline increased from £24.5m at 30 June 2017 to £25.8m (+5.3%) at 30 June 2018.

Gross Profit Margin

Gross profit margin for H1 2018 was 61.9%, an improvement of 4.9pp from H1 2017.

This improvement was seen in both operating Divisions with ICS improving gross margin from 56.9% in H1 2017 to 59.6% (+2.7pp) in H1 2018. The margin improvement is due to the continuing focus on improving operational efficiency and leveraging the GSC in Cape Town.

Within PCS the gross profit margin was 64.9%, a 7.7pp improvement from the equivalent period in 2017. The gross profit margin improvement has been due to the swift integration and re-organisation of the global PCS business following the acquisition of the ITWS business.

Underlying profit and margin performance

Underlying EBITDA in H1 2018 was £10.5m, an increase of £3.8m and 57% from H1 2017.

The underlying EBITDA margin % is an extremely important KPI for the business and is a key measure of management's ability to return the business to historic performance levels. The performance in 2018 highlights the progress that has been made with underlying EBITDA margin up to 29.9% from 23.6% in H1 2017 - a significant improvement of 6.3pp. This has been driven by improved operational efficiency in both operating divisions as well as continuing cost control.

Underlying EBIT was £8.6m, an increase of £3.1m and 56% from H1 2017. The improvement reflects the strong business performance highlighted above and takes into account the increased amortisation cost in the period arising from the ITWS and NACT acquisitions.

Non Underlying Items

Non underlying items within EBITDA in the period totalled £16.3m. These were comprised as follows:

· £0.7m costs associated with the IPO

· £2.1m of acquisition and integration costs associated with the ITWS acquisition

· £13.4m capital distribution made by JTC EBT12 following the IPO

· £0.1m other costs

JTC currently consolidates its EBTs within its results and hence the reason that the capital distribution is included within staff costs. The full charge to the Income Statement is recognised in the period to 30 June 2018.

Loss Before Tax

The reported loss before tax for the period ended 30 June 2018 was £9.2m (H1 2017 £1.1m loss). Adjusting for non-underlying items the underlying profit before tax for H1 2018 was £7.4m (H1 2017: £0.5m loss).

It should be noted that Finance costs in the reporting period include the costs of the Group's pre IPO capital structure and changes to the capital structure made at the time of the IPO. Finance costs in H1 2018 comprise £1.1m of amortisation/non cash flow items and £1m of costs which impact cash flow. Within the cash flow items the loan note interest relates to the pre IPO period and is not recurring. The bank loan interest rate pre IPO was higher than the rate under the post IPO debt package. The interest rate charged in the first six months of new bank loan facility is higher than the ongoing rate. The combined impact of these two factors on the H1 2018 results was a higher bank loan interest cost of £200k.

Cash Flow and debt

Cash generated from underlying operations was £5.9m representing a 56% conversion of underlying EBITDA. The conversion rate was adversely impacted in the period due to the ITWS acquisition. This is due to the bi-annual billing frequency whereby JTC has not yet benefitted from a full cycle of cash flows. Cash conversion for the full year will include a full cycle of the ITWS cash flows.

Working capital (trade receivables minus deferred revenue) as a percentage of revenue fell from 33.1% at 31 December 2017 to 30.2% (improvement of 2.9pp) by 30 June 2018.

Net debt at the period end was £23.7m (excluding JTC EBT12 cash).

Reconciliation of underlying EBITDA to Loss before tax

The reconciliation of underlying EBITDA to Loss before tax for H1, 2018 is as follows:

Non underlying items are set out in detail in note 6 to the condensed interim financial statements and are in the opinion of the directors specific items that will not recur.

Martin Fotheringham

Chief Financial Officer

Statement of directors' responsibilities in respect of the interim financial statements

For the 6 month period ended 30 June 2018

"The directors' confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report."

Nigel Le Quesne Martin Fotheringham

Chief Executive Officer Chief Financial Officer

17 September 2018 17 September 2018

Independent Review Report to JTC PLC

For the 6 month period ended 30 June 2018

Report on review of the condensed consolidated interim financial statements

Our conclusion

We have reviewed the accompanying condensed consolidated interim financial statements of JTC PLC (the "Company") and its subsidiaries (together the "Group") as of 30 June 2018. Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union, and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

What we have reviewed

The accompanying condensed consolidated interim financial statements comprise:

· the condensed consolidated balance sheet as of 30 June 2018;

· the condensed consolidated income statement for the six-month period then ended;

· the condensed consolidated statement of comprehensive income for the six-month period then ended;

· the condensed consolidated statement of changes in equity for the six-month period then ended;

· the condensed consolidated cash flow statement for the six-month period then ended; and

· the notes, comprising a summary of significant accounting policies and other explanatory information.

The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union, and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Our responsibilities and those of the directors

The Directors are responsible for the preparation and presentation of the condensed consolidated interim financial statements in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Our responsibility is to express a conclusion on the condensed consolidated interim financial statements based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of interim financial information performed by the independent auditor of the entity' issued by the International Auditing and Assurance Standards Board. A review of the interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the interim financial reporting report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated interim financial statements.

PricewaterhouseCoopers CI LLP

Chartered Accountants

Jersey, Channel Islands

17 September 2018

The maintenance and integrity of the JTC PLC website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

* Cash balance includes £6.92m for pending EBT12 capital distributions (see note 3).

The above condensed consolidated cash flow statement should be read in conjunction with the accompanying notes.