JTC PLC Acquisition of Van Doorn CFS B.V. (1261Y)

TIDMJTC

RNS Number : 1261Y

JTC PLC

17 August 2018

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 Van Doorn CFS B.V. ("Van Doorn")

JTC, an award-winning provider of fund, corporate and private wealth services to institutional and private clients, is pleased to announce that it has entered into a conditional agreement to acquire Van Doorn from International Capital Group B.V (the "Seller").

Van Doorn is a fast-growing, specialist provider of corporate and related fiduciary services based in Amsterdam, the Netherlands.

Van Doorn's 16 employees will combine with JTC's existing Institutional Client Services team in Amsterdam, increasing JTC's market presence in the region, broadening its services and creating greater opportunities for future growth.

The principal managers of Van Doorn, who are also shareholders of the Seller, Mr Aravind Ramanna and Mr Eke Verbeke, will join JTC at completion.

The consideration for the Acquisition is made up of an initial element and an earn-out element. The initial consideration payment is expected to be circa EUR16 million. This will be 69% payable in cash and 31% will be satisfied by the issue of new JTC shares. The earn-out (if payable) would 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 EUR21.5 million (subject to customary closing adjustments).

The share consideration payable as part of the initial consideration will be calculated with reference to JTC's average five day weighted average closing share price up to the date of the application for admission of the consideration shares prior to completion. The Seller will be subject to certain restrictions which lock-in the consideration shares for a maximum of two years. The cash consideration will be funded through JTC's operating cash flows and existing facilities.

In the year ended 31 December 2017, Van Doorn made EBITDA of EUR1.2 million and had gross assets of EUR0.8 million and is expected to report a normalised EBITDA to 31 December 2018 of circa EUR2.4 million.

JTC expects the transaction to be immediately earnings enhancing and to complete, subject to regulatory approvals, in or around October 2018.

The acquisition is part of the Company's growth strategy outlined at the IPO in March 2018 and as referred to in the trading update issued on 23 July 2018. In addition to this acquisition, the Company continues to see further opportunities for both organic and inorganic growth.

Nigel Le Quesne, CEO of JTC PLC, said:

"Van Doorn is a high-quality, fast-growing business that is an ideal bolt-on to our Institutional Client Services (ICS) Division and which strengthens and enlarges our Netherlands platform. The management team has built a successful business based on very similar principles to JTC and this deal allows Van Doorn to become part of a larger, established global network, while retaining its focus on sophisticated solutions and client service excellence. I am also pleased that the owner managers of the business will be moving to JTC as part of the transaction and bringing with them not only their wealth of experience and relationships, but also an energetic approach and strong appetite to drive future growth. We extend a warm welcome to our new colleagues, clients and partners."

2018 Interim Results

JTC will announce its interim results for the six months ending 30 June 2018 on Tuesday 18 September 2018.

Enquiries:

   JTC PLC                                                                       [phone] 

Nigel Le Quesne, Chief Executive Officer

Martin Fotheringham, Chief Financial Officer

David Vieira, Chief Communications Officer

   Camarco                                                                      [phone] 

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 550 staff operating in more than 17 different jurisdictions and assets under administration totalling c. US$ 85 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

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August 17, 2018 02:00 ET (06:00 GMT)