Last checked at 27 Apr 2020 07:00
27 April 2020
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Issue of Shares and Total Voting Rights
JTC today announces that it has allotted and issued 1,146,291 new Ordinary Shares of £0.01 each in the capital of the Company (the "New Shares"). The New Shares have been allotted and issued to the JTC PLC Employee Benefit Trust ("EBT") at the par value of £0.01 each, in order to satisfy future exercises of awards granted to beneficiaries under the rules of the EBT.
The EBT now holds a total of 3,393,941 ordinary shares of £0.01 each in the capital of the Company, representing 2.93 per cent. of the issued share capital.
In relation to the above, applications have been made to the Financial Conduct Authority for admission of the New Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to London Stock Exchange plc for admission to trading of the New Shares on its main market for listed securities (together, "Admission"). The Admission is expected to take place at 8.00 a.m. on Wednesday 29 April 2020.
Following admission of the New Shares the Company will have 115,775,351 Ordinary Shares of £0.01 each in issue. There are no shares held in treasury. Therefore, following admission of the New Shares the total number of voting rights in the Company will be 115,775,351 (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.
Grant of Conditional Performance Share Plan Awards and Issue of Shares
As required by Article 19.6 of Regulation (EU) No. 596/2014 on market abuse (the "Market Abuse Regulations"), the Company announces that on 23 April 2020 conditional awards over ordinary shares of £0.01 each in the Company were made to Directors and certain persons discharging managerial responsibilities ("PDMRs") under JTC's Performance Share Plan ("PSP"), as follows:
Name of PDMR | Number of conditional Shares awarded |
Nigel Le Quesne | 99,762 |
Martin Fotheringham | 72,684 |
Wendy Holley | 13,658 |
Jonathan Jennings | 13,658 |
Iain Johns | 13,658 |
No consideration was paid for the grant of the Awards, which are structured as conditional share awards in accordance with the PSP rules. The Awards shall Vest only to the extent that the Performance Conditions set by the Remuneration Committee are satisfied and subject to the Rules of the PSP. Each of the PSP awards is subject to a Total Shareholder Return performance condition, measured over a 3-year performance period. To the extent that the Performance Conditions are not satisfied, the relevant part of the Awards shall lapse.
Grant of Conditional Deferred Bonus Share Plan Awards
The Board of the Company further announces that it has granted nil-cost conditional awards over a total of 72,717 ordinary shares of £0.01 each representing approximately 0.06% of the Company's issued share capital as at 23 April 2020 under the Company's Deferred Share Bonus Plan ("DBSP"). The awards are not subject to performance conditions but are subject to the rules of the DBSP, including vesting criteria.
The Awards shall Vest only to the extent that the DBSP Rules as set by the Remuneration Committee are satisfied. To the extent that the Performance Conditions are not satisfied, the Awards shall lapse.
The DBSP awards represent one half of the DBSP participants' annual bonus awards. The DBSP share awards will vest on the second anniversary of the grant date.
No Director or PDMR has received an award under the DBSP.
Awards under JTC's PSP for Directors and PDMRs are set out below.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Nigel Le Quesne | |
2 | Reason for the notification | ||
a) | Position/Status: | Chief Executive Officer and PDMR | |
b) | Initial Notification/Amendment: | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | JTC PLC | |
b) | LEI: | 213800DVUG4KLF2ASK33 | |
4. | Details of transaction(s); section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | ||
a) | Description of the financial instrument: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
b) | Nature of the transaction: | Grant of conditional share award under the JTC PLC Performance Share Plan | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nominal price of £0.01 per share | 99,762 | ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 23 April 2020 | |
f) | Place of the Transaction: | Outside trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Martin Fotheringham | |
2 | Reason for the notification | ||
a) | Position/Status: | Chief Financial Officer and PDMR | |
b) | Initial Notification/Amendment: | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | JTC PLC | |
b) | LEI: | 213800DVUG4KLF2ASK33 | |
4. | Details of transaction(s); section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | ||
a) | Description of the financial instrument: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
b) | Nature of the transaction: | Grant of conditional share award under the JTC PLC Performance Share Plan | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nominal price of £0.01 per share | 72,684 | ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 23 April 2020 | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Wendy Holley | |
2 | Reason for the notification | ||
a) | Position/Status: | Chief Operating Officer and PDMR | |
b) | Initial Notification/Amendment: | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | JTC PLC | |
b) | LEI: | 213800DVUG4KLF2ASK33 | |
4. | Details of transaction(s); section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | ||
a) | Description of the financial instrument: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
b) | Nature of the transaction: | Grant of conditional share award under the JTC PLC Performance Share Plan | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nominal price of £0.01 per share | 13,658 | ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 23 April 2020 | |
f) | Place of the Transaction: | Outside trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Jonathan Jennings | |
2 | Reason for the notification | ||
a) | Position/Status: | Group Head of Institutional Client Services and PDMR | |
b) | Initial Notification/Amendment: | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | JTC PLC | |
b) | LEI: | 213800DVUG4KLF2ASK33 | |
4. | Details of transaction(s); section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | ||
a) | Description of the financial instrument: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
b) | Nature of the transaction: | Grant of conditional share award under the JTC PLC Performance Share Plan | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nominal price of £0.01 per share | 13,658 | ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 23 April 2020 | |
f) | Place of the Transaction: | Outside trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | Iain Johns | |
2 | Reason for the notification | ||
a) | Position/Status: | Group Head of Private Client Services and PDMR | |
b) | Initial Notification/Amendment: | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | JTC PLC | |
b) | LEI: | 213800DVUG4KLF2ASK33 | |
4. | Details of transaction(s); section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted. | ||
a) | Description of the financial instrument: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
b) | Nature of the transaction: | Grant of conditional share award under the JTC PLC Performance Share Plan | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nominal price of £0.01 per share | 13,658 | ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 23 April 2020 | |
f) | Place of the Transaction: | Outside trading venue | |
For further information please contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
About JTC
JTC is an award-winning provider of fund, corporate and private wealth services.
Founded in 1987, we have over 900 people working across our global office network and are trusted to administer assets of more than US$130 billion.
The principle of making all our people owners of the business is fundamental to our culture and aligns us completely with the best interests of our clients and other stakeholders.
www.jtcgroup.com