JTC PLC Completion of acquisition and equity issue (6902H)
November 19 2018 - 2:00AM
UK Regulatory
TIDMJTC
RNS Number : 6902H
JTC PLC
19 November 2018
19 November 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")
Issue of Equity, Completion of Acquisition and increase in
Revolving Credit Facility
JTC, an award-winning provider of fund, corporate and private
wealth services to institutional and private clients, announces
today that, further to its announcement on 6 September 2018,
applications have been made to the Financial Conduct Authority
("FCA") and the London Stock Exchange, respectively, for 2,877,698
new Ordinary Shares of GBP0.01 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
Tuesday 20 November 2018.
The issue of 2,877,698 shares is to satisfy the share
consideration payable for JTC's acquisition of Minerva Holdings
Limited and MHL Holdings SA (together with its subsidiaries
"Minerva"). The acquisition of Minerva will complete on admission
to trading of the shares.
The consideration for Minerva is made up of an initial element
and an earn-out element. The initial consideration payable is
GBP16.8m cash (to be adjusted by the mechanism as set out in the
Sale Agreement) and the shares.
The earn-out (if payable) will be paid in cash during 2019 and
is based on Minerva's performance in the six months following
completion. The total consideration payable is subject to an
absolute cap of GBP30 million (subject to customary closing
adjustments).
Following admission of the shares the Company will have
110,895,327 Ordinary Shares of GBP0.01 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
110,895,327 (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 has also extended the Group's existing Revolving Credit
Facility ("RCF") from GBP10 million to GBP55 million, bringing in
the Bank of Ireland, Barclays and Santander to join HSBC under the
terms of the Group's debt facility. The extension of the facility
will be used to fund the consideration for acquisitions and takes
total facilities to GBP100m.
Enquiries:
JTC PLC +44 (0) 1534 816 290
Miranda Lansdowne Miranda.lansdowne@jtcgroup.com
JTC (Jersey) Limited, Company Secretary
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 Miranda Lansdowne (Joint Secretary, JTC (Jersey)
Limited, Company Secretary).
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.
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 650 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.
www.jtcgroup.com
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.
END
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November 19, 2018 02:00 ET (07:00 GMT)
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