TIDMJTC
RNS Number : 7705C
JTC PLC
15 June 2023
15 June 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the
"Group")
Results of Placing
JTC, the global provider of fund, corporate and private client
services, is pleased to announce the successful completion of the
placing announced on 14 June 2023 (the "Placing").
A total of 8,857,143 Placing Shares have been placed by Numis
Securities Limited ("Numis") and Joh. Berenberg, Gossler & Co.
KG ("Berenberg") at a price of 700 pence per share (the "Placing
Price"), raising gross proceeds of GBP62.0 million for the Company.
The Placing Price represents a discount of 3.2% to the closing
price on 14 June 2023 (being the latest practicable time prior to
the announcement of the Placing).
Applications have been made for the Placing Shares to be
admitted to the premium listing segment of the Official List of the
Financial Conduct Authority ("FCA") and to trading on the main
market for listed securities of the London Stock Exchange plc
("LSE") (together, "Admission"). Subject to Admission becoming
effective, it is expected that settlement for the Placing Shares
and Admission will take place at 8.00 a.m. on 19 June 2023. The
Placing is conditional, inter alia, upon Admission becoming
effective not later than 8.00 a.m. on 30 June 2023 (or such later
date as the Company, Numis and Berenberg may otherwise agree) and
upon the Placing Agreement becoming unconditional and not being
terminated in accordance with its terms prior to Admission.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of issue. The issue and
allotment of the Placing Shares is within the existing authorities
of the JTC Board of Directors.
Total voting rights
Following Admission of the Placing Shares, the Company will have
a total of 157,963,642 shares in issue. With effect from Admission,
this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interesting in the
Company, under the Disclosure Guidance and Transparency Rules of
the Financial Conduct Authority.
Director participation in the Placing
Kate Beauchamp, non-executive director of the Group,
participated in the Placing and acquired 14,285 Placing Shares.
Following Admission, Kate Beauchamp will hold 14,285 Ordinary
Shares, representing 0.01% of the total issued share capital of the
Company.
The JTC EBT participated in the Placing and acquired 28,571
Placing Shares. Following Admission, the JTC EBT will hold
2,716,973 shares, representing 1.72% of the total issued share
capital of the Company.
Nigel Le Quesne, Chief Executive Officer of JTC PLC, said:
"We are delighted that new and existing investors have once
again supported our growth ambitions. The net proceeds of the
fundraise will support the acquisition of South Dakota Trust
Company ("SDTC") which is a significant addition to our US platform
and makes JTC the leading independent provider of administration
services to the US personal trust sector. SDTC is a high quality
business with a very attractive financial profile, uniquely
experienced management and provides access to a sticky client base
of c.1,700 high net worth and ultra-high net worth clients with a
large intermediary network. "
For further information please contact:
JTC plc Tel: +44 (0) 1534 700
000
Nigel Le Quesne, Chief Executive Officer
Martin Fotheringham , Chief Financial Officer
David Vieira , Chief Communications Officer
Numis (Joint Bookrunner and Joint Broker) Tel: +44 (0) 20 7260
Stuart Skinner 1000
Julian Cater
William Baunton
William Wickham
Tom Burrows Smith
Berenberg (Joint Bookrunner and Joint Tel: +44 (0) 20 3207
Broker) 7800
Toby Flaux
Ben Wright
James Thompson
Milo Bonser
Camarco
Geoffrey Pelham-Lane +44 (0) 7733 124 226
Sam Morris +44 (0) 7796 827 008
The person responsible for releasing this announcement is
Miranda Lansdowne, Company Secretary.
JTC PLC LEI: 213800DVUG4KLF2ASK33
Pre-Emption Group Reporting
This Placing is a non-pre-emptive issue of equity securities for
cash and accordingly the Company makes the following post
transaction report in accordance with the most recently published
Pre-Emption Group Statement of Principles (2022).
Name of issuer JTC PLC
Transaction details Placing of 8,857,143 New Ordinary Shares
represents 5.9% of the Company's issued
ordinary share capital.
Settlement for the Placing Shares and Admission
will take place at 8.00 a.m. on 19 June
2023.
------------------------------------------------------
Use of proceeds The proceeds of the proposed Placing will
be used to part-fund the acquisition of
TC3 Group Holdings LLC, trading as South
Dakota Trust Company for total consideration
of up to $270 million (c.GBP214.1 [1] million).
------------------------------------------------------
Quantum of proceeds In aggregate, the Placing raised gross proceeds
of GBP62.0 million.
------------------------------------------------------
Discount The Placing Price of 700 pence represents
a discount of 3.2 per cent. to the closing
price of 723 pence on 14 June 2023.
------------------------------------------------------
Allocations Soft pre-emption has been adhered to in
the allocations process. Management were
involved in this allocations process, which
has been carried out in compliance with
the MiFID II Allocation requirements. Allocations
made outside of soft pre-emption were preferentially
directed towards existing shareholders in
excess of their pro rata, and wall-crossed
accounts.
------------------------------------------------------
Consultation The Joint Bookrunners undertook a pre-launch
wall-crossing process, including consultation
with major shareholders, to the extent reasonably
practicable and permitted by law.
------------------------------------------------------
Retail investors Following discussions between the Joint
Bookrunners and the Company, it was decided
that a retail offer would not be included
in the Placing. The Placing structure was
chosen to minimise cost, time to completion
and complexity whilst the Company executed
its acquisition of TC3 Group Holdings LLC
as announced on 14 June 2023.
------------------------------------------------------
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Important Notices
No action has been taken by the Company, Berenberg, or Numis or
any of their respective affiliates, or any person acting on its or
their behalf that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation" or the
Prospectus Regulation (2017/1129) as it forms part of UK domestic
law by virtue of the European Union Withdrawal Act 2018 the "UK
Prospectus Regulation" as applicable )) to be published. Persons
needing advice should consult a qualified independent legal
adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any State or other jurisdiction of the United States,
and may not be offered, sold or transferred directly or indirectly
in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with the securities laws of
any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares are being offered and sold by the
Company only (i) outside the United States in "offshore
transactions" (as such terms are defined in Regulation S under the
Securities Act ("Regulation S")) pursuant to Regulation S under the
Securities Act and otherwise in accordance with applicable laws;
and (ii) in the United States to a limited number of "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act) . No public offering of securities is being made in the United
States.
This announcement is for information purposes only and is
directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a member state of the European Economic Area (the "EEA"),
persons who are qualified investors, within the meaning of Article
2(E) of the Prospectus Regulation ("Qualified Investors"); or (b)
if in the United Kingdom, 'Qualified Investors' within the meaning
of Article 2(E) Of the UK Prospectus Regulation and who are also:
(i) persons who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services And
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the order, or (c) other persons to
whom it may otherwise be lawfully communicated, and in all cases
who are capable of being categorised as a professional client or an
eligible counterparty for the purposes of the FCA conduct of
business rules, (all such persons referred to in (a), (b) and (c)
above together being referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is available in the EEA or the United Kingdom only to
Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement must not be acted on or relied on by persons in
the EEA or the United Kingdom who are not Relevant Persons.
In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Placing Shares. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Placing Shares and any
representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
Certain statements contained in this Announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and its subsidiaries (the "Group"). Words such as
"believes", "anticipates", "estimates", "expects", "intends",
"plans", "aims", "potential", "will", "would", "could",
"considered", "likely", "estimate" and variations of these words
and similar future or conditional expressions, are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. These statements and forecasts
involve risk and uncertainty because they relate to events and
depend upon future circumstances that have not occurred. There are
a number of factors that could cause actual results or developments
to differ materially from those expressed or implied by these
forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and
plans may differ materially from the plans, goals and expectations
expressed or implied by these forward-looking statements. No
representation or warranty is made as to the achievement or
reasonableness of, and no reliance should be placed on, such
forward-looking statements. No statement in this Announcement is
intended to be, nor may it be construed as, a profit forecast or be
relied upon as a guide to future performance. The forward-looking
statements contained in this Announcement speak only as of the date
of this Announcement. The Company, its directors, the Joint
Bookrunners, their respective affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law or
regulation, the Listing Rules, MAR, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
FCA.
Each of the Joint Bookrunners and their respective affiliates
may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its affiliates for which they would have
received customary fees and commissions. Each of the Joint
Bookrunners and their respective affiliates may provide such
services to the Company and/or its affiliates in the future.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Joint Bookrunner or by any of its affiliates or any person acting
on its or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the 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 and regulations of any jurisdiction
outside the United Kingdom.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting solely for the Company
and no-one else in connection with the Placing and will not regard
any other person (whether or not a recipient of this Announcement)
as a client in relation to the Placing, the contents of this
Announcement or any other matters described in this Announcement.
Numis will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in connection with the Placing, the contents of this
Announcement or any other matters described in this
Announcement.
Berenberg, which is authorised and regulated by the German
Federal Financial Supervisory Authority (BaFin) and in the United
Kingdom is deemed authorised under the Temporary Permissions Regime
and is subject to limited regulation by the Financial Conduct
Authority, is acting solely for the Company and no-one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing, the contents of this Announcement or any
other matters described in this Announcement. Berenberg will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
connection with the Placing, the contents of this Announcement or
any other matters described in this Announcement.
Notice to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of (a) retail clients, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"), (b) investors who meet the criteria
of professional clients as defined in Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA and (c)
eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: the
price of the Placing Shares may decline and investors could lose
all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the UK Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of
COBS; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The EU Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the EU Target Market Assessment, the Joint
Bookrunners are only procuring investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the EU Target Market Assessment does not constitute: (a)
an assessment of suitability of appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Placing Shares and determining appropriate
distribution channels.
Capitalised terms used but not defined in this Announcement have
the meaning given in the Placing Announcement unless otherwise
stated.
The information below set out in accordance with the requirement
of Market Abuse Regulation (EU) NO. 596/2014, including as it forms
part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 provides further detail.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1. Details of the person discharging managerial responsibilities/person
closely associated
(a) Name Kate Beauchamp
---------------------------------------- --------------------------------------
2. Reason for the notification
--------------------------------------------------------------------------------
(a) Position/status Independent Non-Executive Director
---------------------------------------- --------------------------------------
(b) Initial notification/ Initial notification
Amendment
---------------------------------------- --------------------------------------
3. Details of the issuer
--------------------------------------------------------------------------------
(a) Name JTC PLC
---------------------------------------- --------------------------------------
(b) LEI 213800DVUG4KLF2ASK33
---------------------------------------- --------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
--------------------------------------------------------------------------------
(a) Description of Ordinary shares of GBP0.01 each
the Financial
Instrument
---------------------------------------- --------------------------------------
(b) Identification JE00BF4X3P53
code of the Financial
Instrument
---------------------------------------- --------------------------------------
(c) Nature of the Purchase of shares
transaction
---------------------------------------- --------------------------------------
(d) Price(s) and volume(s) Price(s) Volume(s)
------------------- -----------------
700 pence 14,285
------------------------------------------------------------------ -----------------
(e) Aggregated information N/A
* Aggregated volume
- Price
---------------------------------------- --------------------------------------
(f) Date of the transaction 15 June 2023
---------------------------------------- --------------------------------------
(g) Place of the transaction London Stock Exchange
---------------------------------------- --------------------------------------
[1] GBP:USD exchange rate of 1.2612; Source: Bloomberg (13 June 2023)
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END
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