Last checked at 27 Sep 2018 09:30
27 September 2018
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Issue of Equity and Completion of Acquisition
JTC announces today that, further to its announcement on 17 August 2018, applications have been made to the Financial Conduct Authority ("FCA") and London Stock Exchange plc (the "London Stock Exchange"), respectively, for 1,121,077 new ordinary shares of £0.01 each in the capital of the Company (the "Shares") to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and dealings in the Shares will commence at 8.00am on Friday 28 September 2018.
The issue of the Shares is to satisfy the share consideration payable for JTC's acquisition of Van Doorn CFS B.V. ("Van Doorn"). The acquisition of Van Doorn will complete on Admission.
The consideration for Van Doorn is made up of an initial element and an earn-out element. The initial consideration payable is €10.5m cash (to be adjusted post-completion 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 Van Doorn's performance in the year ended 31 December 2018. The total consideration payable is subject to an absolute cap of €21.5 million (subject to customary closing adjustments).
Following Admission, the Company will have 108,017,629 ordinary shares of £0.01 each in issue. There are no shares held in treasury. Therefore, following Admission the total number of voting rights in the Company will be 108,017,629 (the "Voting Rights Figure"), and this Voting Rights Figure may be used by the Company's 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.
Enquiries:
JTC PLC +44(0)1534 816 290
Miranda Lansdowne Miranda.lansdowne@jtcgroup.com
JTC (Jersey) Limited, Company Secretary
Camarco +44(0)20 3757 4985
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 of the FCA 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 17 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