JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

Acquisition of Blackheath Capital Management LLP ("Blackheath")

An established UK Management Company ("ManCo") business adding further scale and strategically important UK coverage to JTC's Global AIFM Solutions business

JTC, the global professional services business, is pleased to announce the proposed acquisition of Blackheath, a boutique asset management business based in the UK.

Background to Blackheath

Formed in 2010, Blackheath provides management and regulatory oversight services to investment funds and offers ManCo services as an Alternative Investment Fund Manager ("AIFM") as well as enabling hosted firms to provide advisory and arranging services to professional investors as an appointed representative under Blackheath's oversight.

Blackheath has a strong reputation providing bespoke management and advisory solutions to a broad range of clients in the UK and Europe covering both alternative and traditional asset classes. Blackheath has been regulated by the UK Financial Conduct Authority ("FCA") since 2011.

The existing partners of Blackheath, Stephane Carty and Simon Monson, are to remain with the business. On joining JTC, Blackheath will become part of the JTC Global AIFM Solutions business within the Institutional Client Services division, led by Dean Blackburn.

Strategic Rationale

The proposed acquisition will complement and enhance JTC's existing JTC Global AIFM Solutions businesses in Ireland, Luxembourg and Guernsey, enabling JTC to provide ManCo services for UK domiciled funds. The addition of a ManCo solution alongside JTC's existing UK fund administration, corporate and depositary (INDOS Financial) services will enable JTC to provide a full service offering to firms looking to launch, market, and manage UK alternative investment funds. 

Financial Benefits 

In the financial year ending 30 June 2023, Blackheath delivered revenue of c. £0.7m. The acquisition will be accretive to earnings in the first full year of ownership, is expected to achieve an underlying EBITDA margin in line with JTC's medium term guidance of 33% to 38% and has an attractive cash generation profile. Future growth in the business will be supported by leveraging JTC's scale, as well as the ability to offer Blackheath's services alongside JTC's existing fund administration and depositary services in the UK.

The initial consideration will be settled at completion in cash and JTC equity. Further deferred consideration is available on the achievement of performance targets. The transaction remains subject to various closing conditions and regulatory approvals and is expected to complete during Q1 2024 at which time further detail will be provided.

Nigel Le Quesne, CEO of JTC, said:

"We are delighted to announce the proposed acquisition of Blackheath, adding strength to our existing Global AIFM Solutions business in the important UK alternative asset management market. The business has excellent alignment with our existing fund administration and depositary businesses in the UK and Europe. We welcome Stephane, Simon and all of Blackheath's clients and partners to the Group."

Stephane Carty, Founder and Partner of Blackheath said:

"Having formed the business in 2010 and developed a successful UK AIFM business, now is the right time to partner with a firm to support our future growth. We have known the team at JTC for several years and their strong record and expertise in AIFM, corporate governance and fund services will enable us to accelerate our growth as well as benefit our clients through access to a wider range of expertise and complementary services."

Enquiries

About JTC

JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business, and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential, and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.

http://www.jtcgroup.com/

Important Notice

The person arranging release of this announcement on behalf of JTC is Miranda Lansdowne, Company Secretary.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any other jurisdiction should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with the Listing Rules and the UK Market Abuse Regulation and the information disclosed may not be the same as that which would have been prepared in accordance with the laws and regulation of any jurisdiction outside of England.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an exemption from registration thereunder. JTC PLC does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

This announcement contains forward looking statements. No forward-looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. 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. Any forward-looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement.