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