REG - JTC PLC - Publication of the Scheme Document

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RNS Number : 7815J  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/
(https://www.jtcgroup.com/investor-relations/) and Bidco's website at
www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc
(http://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
(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/
(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
(http://www.jtcgroup.com/investor-relations) and Bidco's website at
www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc
(http://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
(http://www.jtcgroup.com/investor-relations) and Bidco's website at
www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc
(http://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 +44 370 707 4040. 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)  +44 (0) 20 7029 8000
 Daniel Frommelt
 Philip Noblet
 William Brown
 Emiel Khakhar
 Harry Bourne

 Headland Consultancy (PR Adviser to Bidco)          +44 (0) 20 3805 4822
 Lucy Legh                                           permira@headlandconsultancy.com
 Will Carnwath

 Rob Walker

 CPP Investments                                     +44 (0) 7780 224 245

 Steve McCool                                        smccool@cppib.com

 

JTC
+44 (0) 1534 700 000
David Vieira (Chief Communications
Officer)

 

Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to JTC) +44 (0)
207 260 1000
Stuart Skinner

Julian Cater

Oliver Ives

William Wickham

 

Robert W. Baird Limited (Joint Lead Financial Adviser to JTC)
          +44 (0) 20 7667 8379

Pat Guerin

John Sun

Will Morton

Dan Bruton

Sanjiv Dutt

 

Berenberg (Financial Adviser and Joint Broker to JTC)
                        +44 (0) 20 3207 7800

Toby Flaux

Miles Cox

Michael Burke

Milo Bonser

 

Sodali & Co (PR Adviser to JTC)
 
+44 (0)79 7024 6725

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 (http://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 (http://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 +44 (0)20 7638 0129 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 +44 370 707 4040 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  By 8.00 a.m. on D + 2*
 JTC Shares on the LSE
 Latest date for despatch of cheques, processing electronic transfers and      Within 14 days after the Effective Date
 crediting of CREST accounts due under the Scheme
 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:
externalproxyqueries@computershare.co.uk; 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.

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