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JTC PLC announced on 12 January 2024 that a $31.5 million earnout consideration is payable for its acquisition of SALI Fund Management, LLC and SALI GP Holdings, LLC, following the achievement of two-year performance targets. This consideration comprises $26.8 million in cash and 465,516 new JTC ordinary shares, equivalent to $4.7 million, which are subject to a 12-month lock-in period. Applications have been made to the FCA and London Stock Exchange for the admission of these new shares, expected to become effective on 17 January 2024, after which JTC PLC will have 165,987,194 ordinary shares and total voting rights.
| Date | 12 Jan 2024 |
| Time | 07:00:02 |
| Category | Capital structure |
| ID | 4444Z |
12 January 2024
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Payment of SALI earnout and issue of equity
Further to the Company's announcements on 6 October 2021 and 12 November 2021 of the acquisition of SALI Fund Management, LLC and SALI GP Holdings, LLC (together "SALI"), JTC announces that, following the achievement of performance targets for the two-year period post completion set out in the earn-out terms of the Securities Purchase Agreement, further consideration of $31.5 million is payable. The further consideration will comprise of $26.8m in cash and 465,516 new JTC ordinary shares, equivalent to $4.7m. The shares are subject to a 12 month lock-in period and orderly market provisions. The cash element will be satisfied from the Group's existing resources.
Admission and Total Voting Rights
Applications have been made to the Financial Conduct Authority ("FCA") and London Stock Exchange plc (the "London Stock Exchange"), respectively, for 465,516 new ordinary shares of £0.01 each in the capital of the Company (the "Shares") to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and dealings in the Shares will commence at 8.00am on Wednesday 17 January 2024.
Following Admission the Company will have 165,987,194 ordinary shares of £0.01 each in issue. There are no shares held in treasury. Therefore, following Admission the total number of voting rights in the Company will be 165,987,194 (the "Voting Rights Figure"), and this Voting Rights Figure may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest, or a change to that interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.
Nigel Le Quesne, Chief Executive Officer, commented:
"We are very pleased with SALI's performance in the post-acquisition period. SALI has performed in line with expectations and has integrated well into the Group with particularly strong cultural alignment. SALI continues to provide highly predictable, long-term revenue streams with further growth opportunities in the future."
Enquiries:
JTC PLC
Miranda Lansdowne
JTC (Jersey) Limited, Company Secretary
+44(0)1534 816 290
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 of our stakeholders. Our purpose is to maximise potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.