REG - JTC PLC - Results of Placing

JTCAnnouncement

15/06/2023 07:00

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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NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR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
£62.0 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 1000

 Stuart Skinner
 Julian Cater
 William Baunton

 William Wickham

 Tom Burrows Smith

 Berenberg (Joint Bookrunner and Joint Broker)   Tel: +44 (0) 20 3207 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.£214.1 1  (#_ftn1) million).
 Quantum of proceeds  In aggregate, the Placing raised gross proceeds of £62.0 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 INTENDED 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/ Amendment                  Initial notification
 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 the Financial Instrument          Ordinary shares of £0.01 each
 (b)  Identification code of the Financial Instrument  JE00BF4X3P53
 (c)  Nature of the transaction                        Purchase of shares
 (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  (#_ftnref1)    GBP:USD exchange rate of 1.2612; Source: Bloomberg (13
June 2023)

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