Proposed ACQUISITION OF FIRST REPUBLIC TRUST COMPANY OF DELAWARE LLC

22 April 2024

JTC PLC

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

Proposed Acquisition of First Republic Trust Company of Delaware LLC ("FRTC-DE")

JTC strengthens its position as the leading independent provider of trust administration services in the US with the proposed acquisition of First Republic Trust Company of Delaware LLC

JTC, the global professional services business, is pleased to announce the proposed acquisition of First Republic Trust Company of Delaware LLC ("FRTC-DE"), which is a wholly owned subsidiary of JPMorgan Chase Bank, N.A. ("JPMorgan").

Background to FRTC-DE

FRTC-DE is a provider of trust administration services to high-net-worth individuals and is headquartered in Wilmington, Delaware. The company has approximately $9bn of assets under administration by market value and has a dedicated team of trust professionals all with significant expertise in the trust administration market.

Post-completion of the acquisition, FRTC-DE will become part of JTC's Private Client Services division.

Strategic Rationale

The acquisition of FRTC-DE builds on JTC's position as the leading independent provider of trust services in the US, bringing further scale in this large, highly valuable, fast-growing and fragmented market.

FRTC-DE is highly complementary to JTC's recent acquisitions of South Dakota Trust Company ("SDTC") and New York Private Trust Company ("NYPTC"). As with SDTC and NYPTC, the acquisition will provide opportunities to increase share of wallet in the wider private client services market in the US, supported by JTC's Private Office offering together with corporate, accounting, regulatory reporting and family governance services.

The proposed acquisition builds on JTC's strong track record of institutional carve outs, which includes the acquisition of Kleinwort Benson's fund administration business in 2015, the acquisition of Merrill Lynch's international trust & wealth structuring business in 2017 and the acquisition of RBC's employee benefit plan administration business in 2021.

The total consideration of $21.0 million, subject to customary working capital adjustments, will be settled in cash. The transaction remains subject to final regulatory approvals and satisfaction of other customary closing conditions.

Financial Benefits of the Proposed Acquisition

For the year ended 31 December 2023, FRTC-DE generated revenue of $10.2m (£8.2m) and net income of $4.5m (£3.6m). The acquisition is expected to be accretive to EPS in the first full year of ownership. Future growth in the business will be supported by leveraging JTC's leading position within the US personal trust market.

The gross assets of the subject of the transaction are $26.6m (£20.8m) as at 31 December 2023.

Nigel Le Quesne, Chief Executive Officer of JTC, said:

"We are delighted to announce the proposed acquisition of FRTC-DE, subject to final regulatory approvals. We are looking forward to welcoming FRTC-DE's highly experienced team and their clients to JTC, as we further develop and expand our personal trust services in this large and fast-growing market.  FRTC-DE builds on our successful acquisitions of SDTC and NYPTC, bringing us greater scale in the US and provides opportunities to offer our wider range of services to FRTC-DE's clients."

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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.

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