Last checked at 1 May 2020 07:00
1 May 2020
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Posting of Annual Report and Accounts and Notice of AGM
Following the release on 22 April 2020 of the Company's financial results for the year ended 31 December 2019 (the "Final Results Announcement"), the Company has published its full Annual Report and Accounts for the year ended 31 December 2019 (the "2019 Annual Report and Accounts") and the Notice of Annual General Meeting 2020 (the "2020 AGM Notice"), which is to be held at 10.30 am on Tuesday, 26 May 2020 at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA (the "AGM").
Copies of the documents listed below have today been posted to shareholders:
1. 2019 Annual Report and Accounts
2. 2020 AGM Notice
3. Form of Proxy relating to the AGM
In accordance with Listing Rule 9.6.1 R of the UK Financial Conduct Authority, a copy of each of these documents has been submitted to the UK Listing Authority and will shortly be available for inspection via the National Storage Mechanism.
The 2019 Annual Report and 2020 AGM Notice will also be accessible later today via the Company's website at www.jtcgroup.com.
Attendance and Voting at the AGM
The Board values the opportunity to engage with shareholders who, under normal circumstances, are very welcome to attend the AGM in person, but at present the health of the Company's shareholders, employees and officers is paramount. In light of the current Government measures on staying at home and away from others (social distancing) to reduce the transmission of COVID-19, and specifically the avoidance of public gatherings and non-essential use of public transport, shareholders are advised not to attend the AGM in person. If the measures continue to be similar or even more restrictive then shareholders (other than those specifically required to form the quorum for the AGM) will be refused entry to the AGM.
The Board urges all shareholders to appoint a proxy in order to vote on the matters being considered at the AGM. Shareholders may appoint a proxy via the CREST electronic proxy appointment service or by completing the Proxy Form so as to reach the Registrars by no later than 10.30 am on 21 May 2020 (or, if the Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).
Shareholders who wish to do so may submit any questions to the Board before the AGM and answers to the questions will be placed on the Company's website. Shareholders should submit questions up until 5pm on 22 May 2020 by emailing them to the Company Secretary at agm@jtcgroup.com.
Information required under Disclosure Guidance and Transparency Rule 6.3.5
In accordance with Disclosure and Transparency Rule 6.3.5(2)(b), additional information is set out in the appendices to this announcement. The information contained in the appendices, which is extracted from the 2019 Annual Report, is included solely for the purposes of complying with DTR 6.3.5. The information should be read in conjunction with the Final Results Announcement, released on 22 April 2020. This announcement and the Final Results Announcement together constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text. This material is not a substitute for reading the full 2019 Annual Report. Page numbers and notes in the following appendices refer to page numbers and notes in the 2019 Annual Report.
For further information please contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
APPENDIX A - Principal and Emerging Risks and Uncertainties
The following description of the principal and emerging risks and uncertainties that the Company faces is extracted from the 2019 Annual Report (pages 34 - 35):
The principal risks to which JTC is exposed are separately assessed and recorded on the Group Risk Register and Group Risk Assessment Matrix. The Chief Risk Officer reports to the Audit and Risk Committee, presenting the Group Risk Register and Group Risk Assessment Matrix and providing an assessment of the risk status based on the controls and mitigation.
The principal risks, their mitigation and the evolution of risk during the year are set out below. They are consistent with those reported in the IPO Prospectus, although they now include the potential impact of a disorderly Brexit.
| 1 | 2 | 3 | 4 | 5 |
PRINCIPALRISK | Risk of a security breach including cyber attacks from destructive forces leading to loss of confidentiality and integrity of data | Risk of the Group taking on the wrong type of clients, or the Group or the client's actions during the client's life-cycle leading to losses, failed strategic objectives, poor customer service and employee frustration and potentially enforcement, supervision or regulatory sanction | Risk that acquisitions fail to achieve intended objectives or give rise to ongoing or previously unidentified liabilities | Failure to attract, maintain and develop high calibre, experienced senior managers and employees in key roles in the business in order to achieve JTC's strategic aims | Risk that legal or regulatory changes will materially impact the financial services sector and JTC's business |
POTENTIALCAUSES | Data exfiltration Malware Financial theft Denial of service attacks Cyber physical attacks Network service failures Employee error Malicious employee intent Security breach of client data | Inadequate policies and procedures Failure to apply policies and follow procedures Failure to follow codes of conduct Failure of managerial oversight Failure to adequately train and develop employees Failure promptly to identify and remediate identified issues | Inadequate due diligence Economic misjudgement Lack of strategic clarity Ineffective or delayed integration | Uncompetitive remuneration Unappealing working environment and inadequate support Lack of adequate succession planning Failure to invest in appropriate and timely talent development Failure to identify roles most essential to delivering on strategic aims Failure to identify the required skill-set for key roles Insufficient focus on attitude and motivation and alignment with JTC's vision and values | Geopolitical uncertainty (including Brexit) Regional or global standards or requirements with disproportionate impact Political reaction to wide-scale data leaks and associated negative press coverage Balancing increased transparency requirements against increased data protection legislation Challenge and cost of measuring, monitoring and demonstrating good conduct as well as meeting new requirements Keeping pace with rapid regulatory change and reporting requirements |
MITIGATION | Defined and audited IT procedures Embedded, external security IT systems including 'one-click' reporting for suspicious activity and monitoring of external emails Periodic external security assessments (at least annually) System access controls embracing 'least privilege access' model Dedicated and qualified in-house IT security resource Continuous training programme including annual compulsory online Security Awareness course Review of data security procedures and controls as part of the annual ISAE 3402 Report Robust Business Continuity Planning | Robust policies and procedures subject to regular review (including for client take-on) Enhanced vetting and sign-off for higher risk clients Frequent staff training/awareness initiatives Established reporting and escalation process with review by boards/committees as appropriate Independent client and compliance monitoring review programme Promotion of robust risk and compliance culture across the Group Ensuring quality administration and compliance resource in each jurisdiction together with internal legal counsel support where necessary Well-established RFS process 'Three lines of defence' assurance and controls model | Robust due diligence process including third party assessments by well‑regarded accounting and legal firms and thorough review by in-house experienced acquisition team Obtaining run-off insurance for minimum five year period Governance and challenge from Non‑Executive Directors (including by reference to proprietary Jurisdictional Strength Index) Established and tested integration strategy and process in place prior to acquisition
| Ensuring competitive remuneration package and proactive benchmarking against peer group and competitors High quality and well-maintained office space Supportive, friendly and inclusive working environment Shared ownership ideology embedded across the business Established management culture supporting staff development and recognition Key roles identified and development of robust succession planning Established in-house employee training for all levels of the business including bespoke senior management development programme External professional qualifications encouraged and supported (including financially) | Dedicated risk and compliance resource with the requisite skills to monitor and report on strategic outlook and the impact of change Robust and sustainable regulatory change management model International presence offering alternative solutions across multiple jurisdictions (including within the EU) Agile technology allowing for swift adoption and assured compliance with rapidly changing reporting requirements Proven track record of navigating and maximising revenue growth opportunities from regulatory change
|
IMPACT | Critical / medium risk | Medium / low risk | High / medium risk | High / low risk | High / medium risk |
These topics are considered regularly so that we can adapt to changing market conditions or competition. This report should be read in conjunction with the Viability Statement on page 36.
APPENDIX B - Directors' responsibility statement
The following directors' responsibility statement is extracted from the 2019 Annual Report (page 89):
We confirm that to the best of our knowledge:
· The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;
· The Strategic Report (contained on pages 4 to 47) includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and
· The directors consider the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position, performance, business model and strategy.
Approved by the Board on 21 April 2020 and signed on its behalf by:
Miranda Lansdowne
Joint Company SecretaryJTC (Jersey) Limited, Company Secretary
APPENDIX C - Dividend Declaration
The financial statements set out the results of the Group for the financial year ended 31 December 2019 and are shown on page 92 of the 2019 Annual Report. A final dividend of 3.6 pence per ordinary share is recommended by the Directors. Subject to approval at the AGM, the dividend will be paid on 3 July 2020 to Shareholders who are on the Register of Members at the close on business on 5 June 2020. The shares will become ex-dividend on 4 June 2020. An interim dividend of 1.7 pence per ordinary share was paid on 25 October 2019.
Enquiries
JTC PLC +44 (0) 1534 700 000
Miranda Lansdowne
Camarco +44(0)20 3757 4985
Geoffrey Pelham-Lane
Kimberley Taylor
Sophie Boyd
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
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.