REG - JTC PLC - Response to Permira Announcement

JTCAnnouncement

29/08/2025 13:30

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RNS Number : 2904X  JTC PLC  29 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THIS IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY SUCH OFFER.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

29 August 2025

 

 

JTC PLC

(the "Company" or "JTC")

 

Response to Permira Announcement

 

 

The Board of JTC (LSE:JTC) notes the recent announcement by Permira Advisers
LLP acting in its capacity as adviser to the Permira Funds ("Permira").

 

The Board of JTC confirms that on 22 August 2025, JTC received a preliminary
and conditional non-binding proposal from Permira regarding a possible cash
offer to acquire the entire issued and to be issued share capital of the
Company (the "Permira Possible Offer"). The Board of JTC on 27 August 2025,
having carefully considered the Permira Possible Offer together with its
advisers, unanimously rejected the Permira Possible Offer. The Permira
Possible Offer follows an earlier non-binding proposal from Permira that was
unanimously rejected by the Board of JTC on 20 August 2025.

 

Shareholders are advised to take no action at this time in relation to the
Permira Possible Offer. There can be no certainty that any firm offer will be
made for the Company, nor as to the terms on which any such offer might be
made. Further announcements will be made as and when appropriate.

 

In accordance with Rule 2.6(a) of the Code, Permira is required, by no later
than 5.00 p.m. (London time) on 26 September 2025, either to announce a firm
intention to make an offer for JTC in accordance with Rule 2.7 of the Code or
to announce that they do not intend to make such an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline may be extended with the consent of the Panel on
Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the
Code.

 

The person responsible for arranging the release of this announcement on
behalf of JTC plc is Miranda Lansdowne, Joint Company Secretary, JTC (Jersey)
Limited, Company Secretary.

 

Enquiries:

 

JTC plc
 
     +44 (0) 1534 700 000

David Vieira (Chief Communications Officer)

 

Deutsche Numis (Joint Financial Adviser and Joint Broker)
               +44 (0) 207 260 1000

Stuart Skinner

Julian Cater

Oliver Ives

William Wickham

 

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

Pat Guerin
 

John Sun

Will Morton
 

 

White & Case LLP is acting as legal adviser to the Company.

 

Important notice

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote in any jurisdiction whether pursuant to this
announcement or otherwise.

 

The release, publication or distribution of this announcement in whole or in
part, directly or indirectly, in, into or from certain jurisdictions outside
the United Kingdom may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about, and
observe, such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such jurisdiction.

 

Disclaimers

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
the Company and no one else in connection the matters referred to in this
announcement and will not be responsible to anyone other than the Company 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.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested (directly or
indirectly) 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) of the Code
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 10(th) 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
(directly or indirectly) 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, save
to the extent that these details have previously been disclosed under Rule 8
of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code
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 of the Code.

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 of the Code).

 

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, 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.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business on 28
August 2025 (being the business day prior to the date of this announcement),
the Company confirms that it had in issue 172,006,514 ordinary shares of GBP
£0.01 each, each carrying one vote.  The Company holds no shares in
treasury. The total number of voting rights in the Company is therefore
172,006,514.

 

The International Securities Identification Number for the Company's ordinary
shares is JE00BF4X3P53.

 

Rule 26.1 Disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement and the
documents required to be published by Rule 26 of the Code will be available at
www.jtcgroup.com/investor-relations
(http://www.jtcgroup.com/investor-relations) , by no later than 12 noon
(London time) on 1 September 2025. The content of the website referred to in
this announcement is not incorporated into and does not form part of this
announcement.

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