Acquisition of Exequtive Partners S.A.
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")
Acquisition of Exequtive Partners S.A. ("EP")
JTC, the award winning provider of fund, corporate and private wealth services to institutional and private clients, is pleased to announce the acquisition of Exequtive Partners SA. A fast-growing, specialist provider of corporate and related fiduciary services, Luxembourg-based EP was established in 2013 and has demonstrated exceptional growth over the past six years.
EP is being acquired from Primitivo SARL, De Gorzen SARL, Tika Holdings SARL, Pimpiri SARL and Stichting Administratiekantoor Employee Benefit Jomaroma (the "Sellers"), which primarily represent the principals of EP, who will all join JTC with immediate effect. EP's 28 employees will join the existing JTC Institutional Client Services team in Luxembourg.
As well as expanding JTC's market presence in Luxembourg, the acquisition builds on its corporate services capabilities, complements its funds offering and creates greater opportunities for future growth in the jurisdiction.
The consideration for the acquisition Comprises (i) initial consideration of €25 million, satisfied €18.34m in cash and the issue of 1,925,650 new ordinary shares in the Company, of which 173,482 shares (€0.6m) are being contributed to the JTC EBT and (ii) an earn-out which (if payable) will be paid 70% cash and 30% shares during 2020 based on EP's performance on a sliding scale against Revenue and EBITDA targets for the year ended 31 December 2019. The total consideration payable is subject to an absolute cap of €34 million (subject to customary closing adjustments).
The share consideration payable as part of the initial consideration is calculated with reference to JTC's average five day weighted average closing share price up to and excluding the date of completion, or in relation to the Earn Out shares the date of application for admission. The Sellers are subject to certain restrictions which lock-in the consideration shares for a maximum of two years. The cash element of the initial consideration and any earn-out consideration will be funded through JTC's operating cash flows and existing facilities.
In the year ended 31 December 2018, EP made a profit of €61k, an adjusted EBITDA of €2.5 million and had gross assets of €1.9 million.
JTC expects the transaction to be immediately earnings enhancing.
The acquisition forms part of JTC's ongoing growth strategy as outlined at its IPO in March 2018 and underlined in the trading update issued on 24 January 2019, with the company continuing to see further opportunities for organic and inorganic growth.
Nigel Le Quesne, CEO of JTC, said:
"Exequtive Partners is a specialist business in a key strategic location that has demonstrated exceptional performance since its inception. As such, this acquisition is reflective of our focus on high quality growth and on strengthening our proposition for institutional clients. The management team at Exequtive Partners has built a successful business based on very similar principles to JTC, making it an excellent cultural fit for us whilst also enabling Exequtive Partners to become part of an established global network that remains focused on client service excellence. We extend a warm welcome to our new colleagues, clients and partners."
Joost Mees, one of the founders of Exequtive Partners, added: "Given the global consolidation in corporate and funds administration, we are very happy to become an integral part of the JTC family which has been built on the same values that both companies recognise as fundamental to success. The expansion of our offering will be of added value to our clients as well as our team who will all have the opportunity of working with an energetic business with a clear shared ownership philosophy at its core. Together, we are confident about increasing our footprint in the corporate and alternative investments market in Luxembourg and beyond."
Application will be made to the Financial Conduct Authority ("FCA") and the London Stock Exchange, respectively, for the 1,925,650 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 Friday 29 March 2019. Following admission of the shares the Company will have 112,820,977 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 112,820,977 (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 listed on the main market of the London Stock Exchange in March 2018. It opened an office in Luxembourg in 2009 to provide a European centre for fund and corporate services and recently enhanced its fund platform through being granted a depositary licence by Luxembourg's Ministry of Finance. This coupled with its ManCo service, significantly strengthens its capabilities in the EU and enables JTC to provide a full 'one-stop-shop' offering meeting regulatory and investor requirements.
Ends.
2018 Full Year Results
As detailed in its 24 January 2019 Trading Update, JTC will announce its full year results for the year ending 31 December 2018 on Wednesday 3 April 2019.
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
Important Notices
The person arranging release of this announcement on behalf of the Company is David Vieira (Chief Communications Officer).
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.
This announcement contains 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 700 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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