Publication of the Scheme Document

JTC PLC

02 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

2 December 2025

RECOMMENDED CASH ACQUISITION

of

JTC PLC

by

PAPILIO BIDCO LIMITED

a newly incorporated company to be indirectly owned by funds advised by

Permira Advisers LLP ("Permira") and Canada Pension Plan Investment Board (acting through its wholly-owned subsidiary, CPPIB PH4)

to be effected by means of a Scheme of Arrangement

under Article 125 of the Jersey Companies Law

PUBLICATION OF THE SCHEME DOCUMENT AND ANNOUNCEMENT ON IRREVOCABLE UNDERTAKINGS

On 10 November 2025, the boards of JTC PLC ("JTC") and Papilio Bidco Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of JTC (the "Acquisition"). The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Article 125 of Jersey Companies Law.

Publication of the Scheme Document

JTC and Bidco are pleased to announce that a circular in relation to the Scheme (the "Scheme Document") has been published today by JTC, setting out, amongst other things, a letter from the Chair of JTC, an explanatory statement pursuant to Article 126 of the Jersey Companies Law, the terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by JTC Shareholders.

The Scheme Document will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on JTC's website at https://www.jtcgroup.com/investor-relations/ and Bidco's website at www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc by no later than 12:00 pm (London time) on the Business Day following the date of this announcement. Copies of the Scheme Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  

Hard copies of the Scheme Document (or, depending on the relevant JTC Shareholder's communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy and voting instructions for the Court Meeting and the General Meeting are being sent to JTC Shareholders today, subject to certain restrictions relating to persons resident in Restricted Jurisdictions.

For information purposes only, the Scheme Document will also be sent, or made available, to participants in JTC Share Plans and persons with information rights.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.

As required by Rule 28 of the Code, the JTC Profit Forecasts are set out in the Scheme Document (see Part XI of the Scheme Document (JTC Profit Forecasts)).

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things, the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing not less than 3/4ths of the voting rights of the Scheme Shares held and voted by such Scheme Shareholders at the Court Meeting (or any adjournment of the Court Meeting) and the passing of the Resolution at the General Meeting.

Notices convening the Court Meeting and the General Meeting to be held at the offices of JTC at 28 Esplanade, St Helier, Jersey, JE2 3QA at 10.00 a.m. and 10.30 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) on 15 January 2026, respectively, are set out in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to JTC Shareholders before the relevant Meeting, through JTC's website at https://www.jtcgroup.com/gated-content/ and by announcement through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of Scheme Shareholders.

Scheme Shareholders and JTC Shareholders are therefore strongly encouraged to submit proxy appointments and instructions for the Meetings as soon as possible and, in any event, so that the proxy appointment and instructions are received by Computershare no later than 48 hours before the relevant Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting, in each case excluding any part of such 48 hour period falling on a non-Jersey Business Day). Further detail on the deadlines for appointing proxies are set out in the Appendix to this announcement and in the Scheme Document.

Recommendation

The JTC Directors, who have been so advised by Deutsche Numis, Baird and Berenberg as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the JTC Directors, Deutsche Numis, Baird and Berenberg have taken into account the commercial assessments of the JTC Directors. Baird is providing independent financial advice to the JTC Directors for the purposes of Rule 3 of the Code.

Accordingly, the JTC Directors recommend unanimously that Scheme Shareholders vote (or, where applicable, procure votes) in favour of the Scheme at the Court Meeting and JTC Shareholders vote (or, where applicable, procure votes) in favour of the Resolution at the General Meeting, as the JTC Directors who (or whose close relatives) beneficially hold JTC Shares have irrevocably undertaken to do (or procure to be done), in respect of their entire beneficial interests in JTC Shares, amounting to 12,480,489 JTC Shares in total representing in aggregate approximately 7.26 per cent. of the JTC Shares in issue as at the Latest Practicable Date. These irrevocable undertakings remain binding in the event a higher competing offer is made for JTC by a third party.

The shareholding figures described above include an additional 7,500 JTC Shares, in respect of which Dermot Mathias, independent non-executive director of JTC, has, on the date of this announcement, entered into an additional irrevocable undertaking to vote (or procure votes) in favour of the Scheme at the Court Meeting and in favour of the Resolution at the General Meeting. This additional irrevocable undertaking will be available for viewing on JTC's website at www.jtcgroup.com/investor-relations and Bidco's website at www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc by no later than 12:00 pm (London time) on the Business Day following the date of this announcement.

JTC Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on, amongst other things, the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of JTC Shareholders at the General Meeting. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions and further terms, as described more fully in the Scheme Document.

Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become Effective in Q3 2026 and, in any event, prior to the Long Stop Date. If any of the key dates set out in the timetable change, JTC will give notice of this change by making further announcements through a Regulatory Information Service, with such announcements also being made available on JTC's website at www.jtcgroup.com/investor-relations and Bidco's website at www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc. An update to the expected timetable is expected to be announced following receipt of the relevant regulatory approvals upon which the Acquisition is conditional.

Additional Information for JTC Shareholders

If JTC Shareholders have any questions about this announcement, the Scheme Document or the completion and return of the Forms of Proxy, please contact the shareholder helpline on [phone]. The shareholder helpline will be available from 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in Jersey). Calls to the shareholder helpline from outside of Jersey will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.

If the Scheme is sanctioned as outlined above, it is expected that the last day of dealings in, and registration of transfers of, JTC Shares on the Main Market is expected to be the Business Day following the date of the Sanction Hearing and no transfers will be registered after 6.00 p.m. on that date. It is intended that, subject to the Scheme becoming Effective, applications will be made to the LSE to cancel trading in JTC Shares on the Main Market, and to the FCA to cancel the listing of the JTC Shares from the Official List, and steps will be taken to re-register JTC as a private limited company under the relevant provisions of the Jersey Companies Law.

Enquiries:      

Jefferies (Financial Adviser to Bidco and Permira)	[phone]
Daniel Frommelt
Philip Noblet
William Brown
Emiel Khakhar
Harry Bourne
Headland Consultancy (PR Adviser to Bidco)	[phone]
Lucy Legh	[e-mail]
Will Carnwath Rob Walker
CPP Investments Steve McCool	[phone] [e-mail]

JTC                                                                                                            [phone]
David Vieira (Chief Communications Officer)                                                                             

Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to JTC) [phone]
Stuart Skinner

Julian Cater

Oliver Ives

William Wickham

Robert W. Baird Limited (Joint Lead Financial Adviser to JTC)           [phone]

Pat Guerin                   

John Sun

Will Morton

Dan Bruton

Sanjiv Dutt

Berenberg (Financial Adviser and Joint Broker to JTC)                         [phone]

Toby Flaux

Miles Cox

Michael Burke

Milo Bonser

Sodali & Co (PR Adviser to JTC)                                                              [phone]

Elly Williamson

Ben Foster

Anthony Kluk

Pete Lambie

Clifford Chance LLP is acting as lead legal adviser to Bidco and Permira. Sidley Austin LLP is acting as legal adviser to Bidco and Permira in respect of financing arrangements. Linklaters LLP is acting as lead legal adviser to CPP Investments.

White & Case LLP is acting as lead legal adviser to JTC.

Important notices relating to financial advisers

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bidco and Permira and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Bidco and Permira for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank AG, acting through its London branch (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively for JTC and no other person in connection with the matters referred to in this announcement and will not be responsible to any person other than JTC for providing the protections offered to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this announcement. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.

Robert W. Baird Limited ("Baird"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for JTC and no one else in connection the matters referred to in this announcement and will not be responsible to anyone other than JTC for providing the protections afforded to clients of Baird nor for providing advice in relation to the matters referred to in this announcement. Neither Baird nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Baird in connection with this announcement, any statement contained herein or otherwise.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for JTC and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than JTC for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (and the accompanying Forms of Proxy) or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document (and the accompanying forms of acceptance, if applicable), which will contain the full terms and conditions of the Acquisition, including, if applicable details of how to vote in respect of the Scheme. Any decision in respect of the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

JTC and Bidco urge JTC Shareholders to read the Scheme Document because it contains important information relating to the Acquisition, including details of how to vote in respect of the Scheme. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

This announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the UK and Jersey, and the availability of the Acquisition to JTC Shareholders who are not resident in the UK and Jersey, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. In particular, the ability of persons who are not resident in the UK or Jersey to vote their JTC Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Further details in relation to the Overseas Shareholders are contained in paragraph 17 of Part II (Explanatory Statement) of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document). Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of this announcement and all documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

This announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with Jersey law, English law and the Takeover Code and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Jersey. Nothing in this announcement should be relied on for any other purpose.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules.

Sanctions Disqualified Shareholders

Sanctions Disqualified Shareholders should refer to paragraph 9 of Part II (Explanatory Statement) of the Scheme Document in respect of the implications of the Scheme and the Acquisition on their holdings of Scheme Restricted Shares.

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of a company incorporated in Jersey and is being made by means of a scheme of arrangement provided for under Jersey company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a Jersey-incorporated target company listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information with respect to JTC included in this announcement and the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations, including section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the U.S. by Bidco and no one else. In addition to any such Takeover Offer and in accordance with normal Jersey practice, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, JTC Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the U.S. Exchange Act. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK and Jersey, and if so required shall be reported to a Regulatory Information Service and be available on the London Stock Exchange website at www.londonstockexchange.com.

Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.

Some or all of JTC's officers and directors reside outside the U.S., and some or all of its assets are or may be located or organised in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against JTC or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue JTC or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

The receipt of cash pursuant to the Scheme by U.S. JTC Shareholders as consideration for the transfer of JTC Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each JTC Shareholder (including each U.S. JTC Shareholder) is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Permira, Bidco or JTC may contain statements about Bidco and JTC that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or JTC's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or JTC's business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and JTC about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: the ability to complete the Acquisition, the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule, increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in global political and economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw materials or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines or supervisory expectations or requirements, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in light of such factors.

Neither Permira, the Bidco Group nor the JTC Group, nor any of their respective members, partners, associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or the JTC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Bidco and JTC expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or profit estimates or quantified financial benefit statements

The JTC Profit Forecasts are profit forecasts for the purposes of Rule 28 of the Takeover Code. As required by Rule 28.1 of the Takeover Code, the assumptions on which the JTC Profit Forecasts are stated are set out in Part XI (JTC Profit Forecasts) of the Scheme Document.

Other than the JTC Profit Forecasts, no statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for JTC for the current or future financial years, would necessarily match or exceed the historical published earnings or earnings per share for JTC.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by JTC Shareholders, persons with information rights and other relevant persons for the receipt of communications from JTC may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy will not be sent unless so requested.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc and JTC's website at www.jtcgroup.com/investor-relations by no later than 12.00 p.m. on the Business Day following the date of this announcement.

For avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement or the Scheme Document.

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code,  a person so entitled may request a hard copy of this announcement or the Scheme Document, free of charge, by contacting Computershare on [phone] between 8.30 a.m. to 5.30 p.m., Monday to Friday (except public holidays in Jersey) or by submitting a request in writing to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY. For persons who receive a copy of the Scheme Document in electronic form or via a website notification, a hard copy of this announcement or the Scheme Document will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the UK or Jersey or, if not, from another appropriately authorised independent financial adviser.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on JTC's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to JTC Shareholders by announcement through the Regulatory Information Service of the LSE.

Event	Expected time / date(1)
Publication of the Scheme Document	2 December 2025
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form)	10.00 a.m. on 13 January 2026(2)
General Meeting (YELLOW form)	10.30 a.m. on 13 January 2026(3)
Voting Record Time	6.00 p.m. on 13 January 2026(4)
Court Meeting	10.00 a.m. on 15 January 2026
General Meeting	10.30 a.m. on 15 January 2026(5)
The following dates are indicative only and are subject to change(6)
Sanction Hearing (to sanction the Scheme)	A date expected to fall during Q3 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions and, in any event, prior to the Long Stop Date ("D")(7)
Last day of dealings in, and for the registration of transfers of JTC Shares	D* + 1
Scheme Record Time	6.00 p.m. on D* + 1
Disablement of JTC Shares in CREST	6.00 p.m. on D* + 1(8)
Effective Date	D + 1*(9)
Cancellation of listing of JTC Shares on the Official List and of trading of JTC Shares on the LSE	By 8.00 a.m. on D + 2*
Latest date for despatch of cheques, processing electronic transfers and crediting of CREST accounts due under the Scheme	Within 14 days after the Effective Date
Long Stop Date	10 November 2026(10)

(1)           The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme and the date on which the Court Order is delivered to the Registrar of Companies for registration.  References to times are to London, United Kingdom time unless otherwise stated.  If any of the times and/or dates above change, the revised times and/or dates will be notified to JTC Shareholders by announcement through a Regulatory Information Service and, if required by the Takeover Panel, notice of the change(s) will be sent to JTC Shareholders and other persons with information rights.

Participants in the JTC Share Plans will be contacted separately to inform them of the effect of the Scheme on their rights under the JTC Share Plans, including details of any dates and times relevant to them.

(2)           It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (in each case, excluding any part of such 48 hour period falling on a non-Jersey Business Day). If the BLUE Form of Proxy for the Court Meeting is not lodged by that time, it may instead be: (i) scanned and emailed to Computershare at the following email address: [e-mail]; or (ii) presented in person to the chair of the Court Meeting or to the Computershare representative who will be present at the Court Meeting, at any time prior to the commencement of the meeting (or any adjournment thereof).

(3)           In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 10.30 a.m. on 13 January 2026 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (in each case, excluding any part of such 48 hour period falling on a non-Jersey Business Day).

(4)           If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two Jersey Business Days prior to the date of the adjourned Meeting.

(5)           To commence at the time fixed or as soon thereafter as the Court Meeting concludes or is adjourned.

(6)           These dates and times are indicative only and will depend on, amongst other things, on the date upon which: (i) the Conditions are satisfied (or if capable waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. JTC will give notice of any changes to these dates and times as soon as practicable when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on JTC's website at https://www.jtcgroup.com/investor-relations/. See also note (1).

(7)           JTC will disclose the date of the Sanction Hearing through the Regulatory Information Service of the LSE after it has been scheduled and not less than 14 days before the Sanction Hearing. If the date of the Sanction Hearing subsequently changes, JTC will give at least 14 days' notice of the revised time and date for the Sanction Hearing.

(8)           Scheme Shareholders who are on the Register at this time are entitled to receive the Cash Consideration.

(9)           The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies.  This is expected to occur following the Scheme Record Time and prior to the cancellation of trading in JTC Shares.  The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.

(10)         This is the latest date by which the Scheme may become Effective.  However, the Long Stop Date may be extended to such later date as: (a) may be agreed by JTC and Bidco; or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Takeover Panel and, in each case (if required), the Court may allow.

*All dates by reference to "D+1" and "D+2" will be to the date falling the number of indicated Business Days immediately after date "D", as indicated above.

 

END