t
JTC PLC announced interim results for the period ended 30 June 2025, reporting revenue of £172.6m, a 17.3% increase from H1 2024, and declared an interim dividend of 5.0p per share, payable on 24 October 2025. Post-period end, the company completed the acquisition of Citi Trust on 1 July 2025 for $110m cash and announced the proposed acquisition of Kleinwort Hambros Trust Company for £20m, expected to complete in Q4 2025. Additionally, the Board confirmed it is in early-stage discussions regarding multiple non-binding offers for JTC's entire share capital from Permira Advisers LLP and private equity funds managed by Warburg Pincus LLC, as previously announced on 12 September 2025.
| Date | 16 Sept 2025 |
| Time | 07:00:13 |
| Category | Results |
| ID | 4242Z |
16 September 2025
JTC PLC
(The "Company" and together with its subsidiaries "JTC" or the "Group")
Interim results for the period ended 30 June 2025
Strong organic growth and good momentum with 'Cosmos Era' plan now ahead of schedule
|
|
Reported |
Underlying* |
||||
|
|
H1 2025 |
H1 2024 |
Change |
H1 2025 |
H1 2024 |
Change |
|
Revenue (£m) |
172.6 |
147.1 |
+17.3% |
172.6 |
147.1 |
+17.3% |
|
EBITDA (£m) |
41.0 |
46.4 |
-11.8% |
56.5 |
49.1 |
+15.1% |
|
EBITDA Margin (%) |
23.7% |
31.6% |
-7.9pp |
32.8% |
33.4% |
-0.6pp |
|
Operating profit/EBIT (£m) |
24.0 |
31.2 |
-23.1% |
47.5 |
43.0 |
+10.6% |
|
Profit (£m) |
6.9 |
18.5 |
-62.6% |
35.4 |
32.2 |
+10.0% |
|
Earnings per share (p)** |
4.2 |
11.4 |
-63.6% |
21.3 |
19.9 |
+7.1% |
|
Cash conversion (%)* |
86% |
104% |
-18pp |
86% |
104% |
-18pp |
|
Net debt (£m) |
250.7 |
150.5 |
+100.2 |
225.1 |
131.9 |
+93.2 |
|
Dividend per share (p) |
5.0 |
4.3 |
+16.3% |
5.0 |
4.3 |
+16.3% |
* For further information on our alternative performance measures (APMs) see the appendix to the CFO Review.
** Average number of shares (millions) for H1 2025: 166.4 (H1 2024: 162.1).
HIGHLIGHTS
· Revenue +17.3% to £172.6m (H1 2024: £147.1m)
· Underlying EBITDA +15.1% to £56.5m (H1 2024: £49.1m) with an underlying EBITDA margin of 32.8% (H1 2024: 33.4%)
· Excellent performance in H1 2025, with net organic revenue growth of 11.0% (H1 2024: 12.5%)
· Record new business wins at £19.5m (H1 2024: £18.8m) and well developed pipeline going into H2 2025
· Full-year expectations unchanged, in line with management guidance
· Post period end:
o Completion of Citi Trust acquisition on 1 July 2025. Integration progressing well, cementing our position as the largest independent global trust company
o Proposed acquisition of Kleinwort Hambros Trust Company (KHT), due to complete in Q4 and expected to be earnings accretive in 2026
o Awarded second tranche of 'warehoused' share awards to our employee-owners, following the successful completion of the Galaxy era business plan (2021 to 2023).
o Reflecting our expanding role in capital flows, renamed ICS to "Institutional Capital Services" and PCS to "Private Capital Services"
· As announced on 12 September 2025, the Board has received multiple non-binding offers for the entire share capital of the Company both from (i) Permira Advisers LLP acting in its capacity as adviser to the Permira Funds and, separately (ii) private equity funds managed by Warburg Pincus LLC. The Board of the Company is currently in early-stage discussions with each of these parties. Further details are contained within the RNS announcements previously released by JTC.
Nigel Le Quesne, CEO of JTC PLC, said:
"We are pleased with the growth and momentum of the Group in the first half of 2025 - another record performance. Set against the backdrop of a challenging market, our highly diverse and international client base, paired with the benefit of our diversified and sustainable business model, is reaping rewards.
Our shared ownership approach and the culture it instils is key to how we attract and retain our people and drive the excellent service we deliver to our clients. Last year, following the successful delivery of our Galaxy era business plan, we granted c.£50m of share awards to eligible employees and the second tranche of this award vested in July 2025. I extend my heartfelt thanks to all our employee-owners and recognise their outstanding work.
The second half of our financial year has started well with good new business wins across both divisions and the announcement of our proposed acquisition of KHT. We remain confident that we will deliver the Cosmos era business plan ahead of schedule, before the end of 2027."
For further information, contact:
|
JTC PLC |
+44 (0) 1534 700 000 |
|
Nigel Le Quesne, Chief Executive Officer |
|
|
Martin Fotheringham, Chief Financial Officer |
|
|
David Vieira, Chief Communications Officer |
|
|
|
|
|
|
|
Analyst Presentation
A presentation for analysts will be held at 09:30 BST today via video conference. The slides and an audio-cast of the presentation will subsequently be made available on the JTC website www.jtcgroup.com/investor-relations
FORWARD LOOKING STATEMENTS
This announcement may contain 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. 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.
About JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate, private client and employer solutions 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.
CHIEF EXECUTIVE OFFICER'S REVIEW
Strong organic growth and good momentum with 'Cosmos Era' now ahead of schedule
NIGEL LE QUESNE
CHIEF EXECUTIVE OFFICER
OVERVIEW
We have achieved a great deal in the first half of 2025, with the Group delivering another record set of results, comprising solid underlying revenue and profit growth. New business wins reached £19.5m (+3.7%), buoyed by continuing excellent win rates of more than 50% across both divisions, further emphasising the benefits of servicing a client base that gives us access to both institutional and private capital flows.
The market in which we operate has been undergoing significant structural change. It is both expanding and consolidating as well as becoming ever more complex, due to increasing regulation and the rise in popularity of alternative assets. This dynamic is driving increased demand for our sophisticated administration and governance solutions. JTC is positioned at the intersection of two major flows; institutional capital requiring exposure to higher return illiquid strategies and private wealth seeking diversification. With this strong exposure to both institutional and private capital we are well positioned to benefit from multi-year tailwinds as the global allocation to alternatives is forecast to grow to c. $30 trillion by 2030*.
Reflecting these important market dynamics, we have taken the decision to rename our two divisions to reflect our expanding role in capital flows. ICS has been renamed "Institutional Capital Services" and PCS is now known as "Private Capital Services". Aside from the updated names, there is no change to our operating model or reporting, and our clients will continue to be serviced by the same teams.
We have enjoyed ongoing positive momentum and are now halfway through the second year of our latest multi-year business plan, the Cosmos era. Our aim is to once again double the size of the business, targeting revenue of over £500m and underlying EBITDA of £170m+, delivered through a mix of organic growth exceeding 10% per annum, and strategically targeted M&A. We originally gave ourselves a four-year timeframe to achieve this ambitious goal, but as we stated in our trading update on 31 July, we are confident that Cosmos will be achieved early, before the end of 2027.
H1 2025 FINANCIAL PERFORMANCE
Revenue grew 17.3% to £172.6m (H1 2024: £147.1m) and underlying EBITDA increased 15.1% to £56.5m (H1 2024: £49.1m). Net organic revenue growth was 11.0% (H1 2024: 12.5%), in-line with our guidance for the Cosmos era of 10%+ per annum and driven by record new business wins of £19.5m (H1 2024: £18.8m).
Underlying EBITDA was 32.8% (H1 2024: 33.4%) broadly in line with our medium-term guidance of 33% to 38%. As we have noted previously, capturing organic growth remains our priority although we recognise that this may impact on margins in the short-term as we invest to win and onboard new clients, who now stay with the Group for an average of 14.2 years.
Cash conversion was within our guidance at 86% (H1 2024: 104%). Following recent acquisitions, leverage at the period end was 2.06 times. While fractionally above our guidance of 1.5x to 2.0x, we have previously communicated our willingness to accept leverage of up to 2.5 times for a short period, where we see swift de-leveraging, a criteria which our recent acquisitions meet.
The lifetime value of work won in the period was at c.£267.8m, based on a 14.2-year average lifespan of our client book. This provides considerable visibility of more than £2.4bn of future revenues from our existing, and well diversified client book. The new business pipeline is strong, increasing from £49.8m at our financial year end to £60m by 30 June 2025, which provides good momentum as we enter the second half.
M&A
With our track record for being a trusted counterparty, JTC is increasingly considered a preferred buyer by banks and other large global institutions. The formal completion of the Citi Trust acquisition post period end on 1 July, following the initial announcement in September 2024, is another important milestone in our journey to become the leading independent trust company globally. The integration is progressing at pace and we have found the bank to be an excellent and supportive partner. As stated in our trading update on 31 July, we anticipate increasing Citi's margins to align with JTC's Group levels in 2026. The acquisition has significantly enhanced the profile of our brand and further opened up major markets, including the Middle East and Asia.
In July 2025 we were delighted to announce the proposed acquisition of Kleinwort Hambros Trust Company (KHT) and its subsidiaries from Union Bancaire Privée. The £20m total consideration will be funded from our existing facilities. We expect the deal to complete in Q4 2025, and to be earnings accretive in 2026.
We are confident this highly complementary acquisition will reinforce our position as the leading independent global provider of trust services and look forward to welcoming our new colleagues to the Group.
Our return on invested capital (ROIC) is expected to strengthen in the second half of 2025 with a significant uplift in 2026, as the benefits of a full-year contribution from both our Citi and KHT acquisitions feed through.
While we are mindful of our leverage position, we maintain a pipeline of opportunities across both Divisions and all key target markets and intend to remain an active buyer throughout the remainder of the Cosmos era and beyond.
PRIVATE CAPITAL SERVICES (PCS) DIVISION OVERVIEW
Our PCS division performed exceptionally well in the first half of 2025, with net organic growth at 14.5% (H1 2024: 13.9%), continuing its recent strong performance. Revenue increased 14.8% to £68.4m (H1 2024: £59.6m) with an increase of 13.2% in underlying EBITDA to £25.2m (H1 2024: £22.3m). The underlying EBITDA margin was 36.8% (H1 2024: 37.4%). New business wins totalled £8.4m (H1 2024: £8.1m) with good performances from the US, Cayman and Jersey in particular.
We expect the division to benefit from the Citi acquisition in H2 2025, as well as the acquisition of KHT later this year. JTC has positioned itself as a reliable counterparty for bank carve-out deals as these institutions seek lighter operating models and a renewed focus on their core banking capabilities.
The business has now established itself as the largest independent provider of trust company services globally, a market which continues to provide a major opportunity for the business, and the additions of Citi Trust and KHT are highly complementary to JTC's existing offering.
The rise of capital flowing into alternative assets has been an ongoing trend and provides a multi-year tailwind for our long-term growth aspirations. With structural changes in our market, we are an increasing enabler of capital allocation in this fast-growing space.
INSTITUTIONAL CAPITAL SERVICES (ICS) DIVISION OVERVIEW
Revenue increased by 19.1% to £104.2m (H1 2024: £87.5m) and underlying EBITDA was up 16.6% to £31.3m (H1 2024: £26.9m). The underlying EBITDA margin stood at 30.1% (H1 2024: 30.7%). We saw net organic growth of 9.2% (H1 2024: 11.9%) and new business wins totalled £11.1m (H1 2024: £10.7m). This is a good result in a market where macroeconomic headwinds led to a period of volatility and uncertainty, which lead to prolonged sales cycles. The pipeline and win rate for our ICS division remained high during the first half of 2025 and that momentum has carried into H2.
THE ALTERNATIVE ASSET OPPORTUNITY
To put the scope of the growth opportunity into context, around $16 trillion is currently allocated in global markets to alternatives across private equity, infrastructure, real estate, private debt and hedge strategies. Preqin* projects this figure to nearly double to $30 trillion by 2030, growing at c.9.5% CAGR. The increase in demand is being driven by institutional allocators, including pension funds, endowments, sovereign wealth funds, as well as private capital from ultra-high-net-worth individuals and family offices. With JTC continuing to be a leading provider in this space and well-maintained win rates above 50%, we will continue to win our fair share of business in this fragmented global market.
SHARED OWNERSHIP
The shared ownership model is at the heart of how we attract and retain the best talent in our industry and is a major factor in our continued long-term success. Our staff turnover rate, at c. 4%, is around a quarter of the industry average. With more than 2,300 employee-owners of the business, shared ownership creates a major difference to our culture, the service excellence we deliver for our clients and the growth that we deliver for our shareholders.
The successful completion of our Galaxy era business plan, the second since our IPO, allowed us to make a c. £50m share award to our global workforce, reflecting their individual and collective achievements. The second tranche of this award vested in July 2025 and further energised the business as well as enhancing our reputation as an employer of choice. Our work on shared ownership and employee engagement is evidenced not just by our staff retention rates but increasingly by the receipt of a growing number of industry awards.
RISK
Global macroeconomic developments and geopolitical tensions, concerns over inflation, interest rates and ongoing energy security challenges all present a particular set of risks that have the potential to slow investment and global growth. We remain vigilant to their impact and respond proactively. Overall, we believe in the effectiveness of our risk framework, management and culture, developed over 37 years of continuous growth.
JTC's long-term commitment to a diversified business model and well-invested global platform allows us to navigate risk and continue to capture growth in a sustainable and responsible manner.
Our principal risks are detailed in the JTC Annual Report and Accounts 2024 (pages 63-69). They are periodically re-examined and reported by the Chief Risk Officer to the Governance and Risk Committee with an assessment on (i) their impact if they were to occur and (ii) the likelihood of their occurrence, together with risk controls and mitigation, and any actions to reduce assessed residual risk.
Ongoing material risks include acquisition risk, competitor and client demand risk, strategy risk, performance of business risk, client and process risk, data security risk, political/regulation risk, financial crime risk, fiduciary risk and adequate resource risk.
The regulatory environment continues to feature significantly in our markets.
Regulators, globally, have applied increasingly stringent controls and monitoring in recent years, driven by internationalisation of the industry and the introduction of new regulations and regulatory powers. This is a consequence of a global industry, with local regulators and no 'lead regulator' concept. It also reflects a recognition of JTC as a large, impactful, leading firm that has an excellent record of regulatory compliance across our jurisdictions. We actively and positively engage with all our regulators, and horizon scan, consult and assist with observations and advice.
While increased regulation leads to higher compliance costs, we overwhelmingly see it as a tailwind for our business. Not only does it represent a barrier to entry, but it also leads to our clients and potential clients requiring an increasing amount of expert assistance to remain compliant across the globe and therefore drives demand for such services.
OUTLOOK
These half-year results are testimony to the hard work of all our employee-owners and provide us with optimism for the full-year outcome. Completing the acquisition of the Citi Trust business (on 1 July 2025) was a significant step forward, and we are pleased with the results of the integration process to date. By 2026, we expect to increase margins for that business to our guidance levels. Added to this will be the KHT acquisition, which is expected to complete in Q4.
Driven by strong exposure to both institutional and private capital flows, we are well placed to benefit from multi-year tailwinds. We also benefit from having a limited exposure to AuM volatility, as well as the diversification of our offering.
Strong momentum continues and we expect to deliver full-year results in line with existing management guidance and Board expectations. Our high level of recurring income, organic growth and new business wins, coupled with an increasing contribution from recent acquisitions, ensure we are well placed to continue on our growth trajectory and deliver our Cosmos era business plan ahead of schedule, before the end of 2027.
NIGEL LE QUESNE
CHIEF EXECUTIVE OFFICER
*Source: Future of Alternatives 2029 - Preqin
CHIEF FINANCIAL OFFICER'S REVIEW
Continuing our focus on delivering double digit organic growth
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
Having raised our annual organic growth guidance to at least 10% for the Cosmos era, we are pleased to deliver 11.0% of organic growth. Organic growth is our primary KPI and given the continued macroeconomic environment, it is a testament to the quality of our employee shareholders and the clients that we serve, that we have continued to capitalise on growth opportunities.
REVENUE
In H1 2025 revenue was £172.6m, an increase of £25.5m (+17.3%) from H1 2024. Constant currency revenue growth was marginally higher at 18.4% (H1 2024: 22.5%), reflecting the weakening of the US dollar.
Net organic growth for the last twelve months (LTM) ended 30 June 2025 was 11.0% (H1 2024: 12.5%) and continues to deliver on Management's guidance range of 10% or higher for the Cosmos era. The rolling three-year average increased to 14.8% (H1 2024: 14.4%), which reflects the sustained growth that the business has delivered over recent years.
Within organic growth, we have continued to see resilient levels of both volume and pricing growth, with pricing contributing 5.1% of organic growth.
Our fifteen largest clients represent 8.9% (H1 2024: 9.3%) of our annual revenue, reflecting the continuing reduction in customer concentration and diversification of the business. The new business pipeline is healthy and now stands at £60.4m at the period end (31.12.2024: £49.8m).
LTM net organic growth was driven by gross new business revenues of £36.8m (H1 2024: £38.3m). Within net growth, we saw client attrition of 3.6% (H1 2024: 4.8%), with the three-year average falling to 4.7% (H1 2024: 5.7%). This is the ninth successive drop in our attrition rate, a testament to the increased longevity of our client relationships, which is the result of our focus on client relationships and has also been impacted by high-quality acquisitions in recent years.
The retention of revenues increased to 98.8% (H1 2024: 98.2%), with the rolling three-year average also improving to 98.6% (H1 2024: 98.3%). The improvement in retention and low attrition rate supports the view that our client lifecycles increase during periods of macroeconomic uncertainty.
Geographical growth is summarised below, the highlight being the 74.3% growth recorded in the Rest of the World, which was driven by the FFP acquisition that completed in Q4 2024. The US continues to record strong revenue growth of 14.5% and represents 30.7% of our reported revenue (H1 2024: 31.5%).
|
|
H1 2025 Revenue |
H1 2024 Revenue |
£ +/- |
% +/- |
|
UK & Channel Islands |
£73.6m |
£66.7m |
+£6.9m |
+10.3% |
|
US |
£53.1m |
£46.4m |
+£6.7m |
+14.5% |
|
Rest of Europe |
£20.9m |
£19.7m |
+£1.2m |
+6.4% |
|
Rest of the World |
£25.0m |
£14.3m |
+£10.7m |
+74.3% |
|
Total Revenue |
£172.6m |
£147.1m |
+£25.5m |
+17.3% |
LTM revenue growth, on a constant currency basis, is summarised as follows.
|
LTM Revenue Jun 24 |
£278.7m |
|
Lost - JTC decision |
(£0.4m) |
|
Lost - Moved service provider |
(£2.5m) |
|
Lost - Natural end/no longer required |
(£6.2m) |
|
Net more from existing clients |
£20.4m |
|
New clients |
£16.4m |
|
Acquisitions* |
£24.1m |
|
LTM Revenue Jun 25 |
£330.6m |
* When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £24.1m in the last twelve months to 30 June 2025, which can be broken down as follows: SDTC £4.5m, and FRTC £5.3m, Blackheath £0.2m, Hanway £1.4m, Buck £1.1m, and FFP £11.6m.
UNDERLYING EBITDA AND MARGIN PERFORMANCE
Underlying EBITDA in H1 2025 was £56.5m, an increase of £7.4m (+15.1%) from H1 2024. Our underlying EBITDA margin remained broadly in line with internal expectations, although it did decrease to 32.8% (H1 2024: 33.4%).
I have previously spoken at length on how achieving increased revenue growth requires significant up-front investment and that this can have a short-term impact on our margin.
We have also seen an increase in the time spent on regulatory obligations, with a subsequent impact on margin (primarily through a reduction in chargeable time). The impact of these interactions is that fee-earners time is devoted to dealing with regulatory queries - which we do not expect our clients to pay.
Additionally, we have been required to invest more in our central Risk and Compliance function. To illustrate the scale of this impact, we continue to see an annual increase in the total number of regulatory engagements. In 2024 we recorded over 70 engagements with regulators and for this year we'll be on course for approximately 90 engagements. The ICS division in particular is experiencing a higher than normal level of engagement. Maintaining our deserved reputation with regulators is something we will continue to prioritise and work hard at and is one the areas we believe differentiates our business.
Our continued investment in infrastructure remains a priority, both to maximise organic growth opportunities and to integrate the substantial volume of recent acquisitions.
To re-emphasise our position from 2024, to sustain growth of +10% and maintain our market position, we will continue investing for the long-term benefit of the Group.
INSTITUTIONAL CAPITAL SERVICES
Revenue increased by 19.1% when compared with H1 2024 (+8.5%).
LTM net organic growth, on a constant currency basis, was 9.2% (H1 2024: 11.9%), with the main source of growth continuing to come from the Caribbean and the US. This was particularly pleasing during a period of prolonged macroeconomic uncertainty, where the UK and European markets have seen a slowdown in new fund launches and overall activity levels.
The rolling three-year average now stands at a strong 14.5% (H1 2024: 16.1%), well above our medium-term guidance range.
Attrition for the Division fell to 3.2% (H1 2024: 4.6%), of which 2.4% (H1 2024: 2.6%) was for end-of-life losses. The rolling three-year average attrition now stands at 4.6% (H1 2024: 5.9%). The continued improvement in attrition is still largely attributable to the SALI and RBC cees acquisitions but also to the lengthening of structure lives as the adverse economic environment persisted.
LTM revenue growth, on a constant currency basis, is summarised below.
|
LTM Revenue Jun 24 |
£167.9m |
|
Lost - JTC decision |
(£0.1m) |
|
Lost - Moved service provider |
(£1.3m) |
|
Lost - Natural end/no longer required |
(£4.0m) |
|
Net more from existing clients |
£13.4m |
|
New clients |
£7.5m |
|
Acquisitions* |
£14.3m |
|
LTM Revenue Jun 25 |
£197.7m |
* When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £14.3m in the last twelve months to 30 June 2025, which can be broken down as follows: Blackheath £0.2m, Hanway £1.4m, Buck £1.1m, and FFP £11.6m.
The Division's underlying EBITDA margin decreased from 30.7% in H1 2024 to 30.1% in H1 2025.
As previously touched on, the increased regulatory obligations mostly impacted the ICS division, with a knock-on impact on the EBTIDA margin.
We continue to take a long-term view on the Division and are confident that our continued investment will result in improved longer-term returns.
PRIVATE CAPITAL SERVICES
Revenue increased by 14.8% when compared with H1 2024 (+46.1%).
LTM net organic growth, on a constant currency basis, was 14.5% (H1 2024: 13.9%). The rolling three-year average for the division now stands at 15.7% (H1 2024: 12.2%).
Attrition for the Division decreased to 4.4% (H1 2024: 5.3%), driven by 2.7% (H1 2024: 4.0%) for end-of-life losses.
LTM revenue growth, on a constant currency basis, is summarised below.
|
LTM Revenue Jun 24 |
£110.90m |
|
Lost - JTC decision |
(£0.3m) |
|
Lost - Moved service provider |
(£1.2m) |
|
Lost - Natural end/no longer required |
(£2.2m) |
|
Net more from existing clients |
£7.0m |
|
New clients |
£8.9m |
|
Acquisitions* |
£9.8m |
|
LTM Revenue Jun 25 |
£132.9m |
* When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £9.8m in the last twelve months to 30 June 2025, which can be broken down as follows: SDTC £4.5m, and FRTC £5.3m.
The Division's underlying EBITDA margin decreased from 37.4% in H1 2024 to 36.8% in H1 2025, with the most material driver being the decrease in the profit recognised for our equity accounted investee Kensington (0.4pp impact).
The Division continues to perform very well and remains comfortably at the top end of Management's medium-term guidance range.
PROFIT FOR THE PERIOD
We reported a profit for the period of £6.9m (H1 2024: £18.5m). The reduction in profit was driven in the main by an £11.8m charge for the Employee Incentive Plan (EIP) share awards. These are non-cash awards and are settled out of shares held in the EBT and are treated as a non-underlying expense.
The depreciation and amortisation charge increased to £18.2m from £14.6m in H1 2024 as a result of the FFP, FRTC, Buck and Hanway acquisitions. Of this £3.6m increase, £3.3m was as a result of intangible assets and £0.2m was as a result of increased depreciation charges on right-of-use assets.
Adjusting for non-underlying items, the underlying profit for the period increased by 10.0% to £35.4m (H1 2024: £32.2m). The relative increase was slightly lowe---r than the 15.1% growth reported in underlying EBITDA, and this was due to FX losses of £2.2m recorded in the period.
The interest rate applied to our loan facilities is determined using SONIA, plus a margin based on net leverage calculations. £180m of the drawn debt facilities are fixed under a two-year interest rate swap at c.4.3% (excluding bank margin), with the remaining facility (£173.3m) chargeable at the floating SONIA rate.
During the period, we also entered into a multicurrency US private placement with a total commitment of $100m. On 23 June 2025, we utilised $75m of the facility and this has an interest rate of 6.25% and 5-year maturity.
NON-UNDERLYING ITEMS
Due to the Employee Incentive Plan distributions, non-underlying items incurred in the period increased significantly and totalled a £28.5m charge (H1 2024: £13.7m) and comprised the following:
|
|
H1 2025 £m |
H1 2024 £m |
|
EBITDA |
|
|
|
Acquisition and integration costs |
3.2 |
2.3 |
|
Employee Incentive Plan (EIP) |
12.3 |
- |
|
Other |
0.1 |
0.4 |
|
Total non-underlying items within EBITDA |
15.6 |
2.7 |
|
|
|
|
|
Profit for the period |
|
|
|
Items impacting EBITDA |
15.6 |
2.7 |
|
Amortisation of customer relationships, acquired software and brands |
10.7 |
7.9 |
|
Amortisation of loan arrangement fees |
0.6 |
0.6 |
|
Unwinding of NPV discounts for contingent consideration |
3.6 |
2.8 |
|
(Gain)/loss on revaluation of contingent consideration |
(0.2) |
0.3 |
|
(Gain) on settlement of contingent consideration |
(0.2) |
- |
|
(Gain) on disposal of subsidiary |
- |
(0.1) |
|
Foreign exchange (gains)/losses |
(3.0) |
0.3 |
|
Temporary tax differences |
1.4 |
(0.8) |
|
Total non-underlying items within profit for the period |
28.5 |
13.7 |
Acquisition and integration costs of £3.2m were £0.9m higher than in H1 2024, reflecting the size and complexity of the Citi Trust acquisition.
On 25 July 2024, following the successful conclusion of the Galaxy era, the business granted 4.7m shares to our employees. Of these, 50% vested in July 2024 and were expensed in full. The remaining shares vested in July 2025 and the expense was accrued evenly over the period.
The £0.2m loss on revaluation of contingent consideration relates to the perfORM earn-out, where the update in estimated share price resulted in a loss on revaluation.
The loss on settlement of contingent consideration relates to minor adjustments recognised in relation to the settlement of Hanway, SDTC, and FFP consideration.
The foreign exchange gain of £3.0m relates to the revaluation of inter-company loans (H1 2024: £0.3m loss). Management considers these losses as non-underlying since they are unrealisable movements from the elimination of inter-company loans upon consolidation and do not relate to the underlying trading activities of the Group.
During the period, management reassessed non-underlying items and updated the disclosure to include items previously presented separately in the 'Adjusted Underlying Basic EPS' alternative performance measure ("APM") (see note 14.3 of the 2024 annual report). This change improves our consistency across APMs, providing investors with a consistent definition whilst reducing the number of alternative performance profit figures used throughout our materials.
The additional items now classified as non-underlying primarily relate to acquisition activities. These include the amortisation of acquired intangible assets and associated deferred tax, impairment of acquired intangible assets, amortisation of loan arrangement fees and unwinding of NPV discounts in relation to contingent consideration.
TAX
The net tax charge in the period was £3.2m (H1 2024: £1.5m charge). The current tax charge was £1.9m (H1 2024: £2.3m), with this being heavily impacted by deferred tax debits of £1.4m (H1 2024: credit of £0.8m), mainly as a result of movements in relation to the value of acquired intangible assets held on the balance sheet and temporary tax differences arising on acquired US entities, where an element of our purchase consideration is tax-amortisable.
Calculated against underlying profit before tax, our effective tax rate was 5.0% (H1 2024: 6.6%). The drop was driven by tax relief received on our EIP share awards.
The Group continues to regularly review its transfer pricing policy, is fully committed to responsible tax practices and compliance with OECD guidelines. Whilst we are not legally required to publish our tax strategy, we consider it best practice to demonstrate transparency on tax matters and our Board-approved strategy is available online.
EARNINGS PER SHARE
Basic EPS decreased significantly to 4.16p (H1 2024: 11.41p). Taking into account non-underlying items, our underlying EPS was 21.28p (H1 2024: 19.87p), an increase of 7.1%.
The growth in underlying EPS of 7.1% was relatively lower than EBITDA growth of 15.1%. This was driven by FX losses and the increased volume of shares in the period, impacted by the successful award of the EIP in 2024.
RETURN ON INVESTED CAPITAL (ROIC)
Normalised ROIC for the last twelve months to 30 June 2025 was 13.0% (H1 2024: 13.0%), with both periods significantly above our cost of capital.
In the 2024 annual report, I noted that despite a period of heightened acquisition activity we had been able to maintain and indeed improve upon our return on capital, and I am pleased that this positive trend has continued.
We measure ROIC on a post-tax basis and more information on our approach can be found in the appendix to Chief Financial Officer's Review.
CASH FLOW AND DEBT
Underlying cash generated from operations was £48.5m (H1 2024: £51.0m) and underlying cash conversion was 86%. Although this was a drop from H1 2024 (104%), it remains within our medium-term guidance range.
The drop in cash conversion was primarily due to temporary timing differences. These included the impact of FFP, where cash conversion does not follow the typical JTC cycle, and changes in client billing cycles in Luxembourg where cash will now be collected in H2. Adjusting for all known factors, cash conversion would have been +100% and in line with historic expectations.
Management maintains its medium-term cash conversion guidance range of 85% - 90%.
Cash on hand and Bank debt were both higher at the period end as we had drawn down funding from our banking facilities in advance of the 1 July 25 completion of the Citi Trust acquisition. Reported net debt includes cash balances set aside for regulatory compliance purposes. Underlying net debt excludes this and, at the period end, was £225.1m compared with £182.3m on 31 December 2024. This increase in underlying net debt at the year-end was expected, with drawdowns for the FRTC acquisition (£13.5m, H2 2024), FFP ($46.3m, H2 2024), and $58.0m in H1 2025 to help fund the earn-out payments for FFP and SDTC.
Our underlying net debt/underlying EBITDA leverage at the period end was 2.06x (H1 2024: 1.39x), slightly above our guidance range (1.5x - 2.0x). This increase was expected, with the period seeing increased M&A activity and H1 2025 seeing a total cash payout of £47.8m in relation to contingent consideration. When annualising our recent acquisitions, leverage would be within our 1.5x - 2.0x guidance range.
On 1 July 2025, we completed the acquisition of Citi Trust, with cash consideration of $110m paid upon completion.
DIVIDEND
The Board has declared an interim dividend of 5.0p per share, an increase of 16.3% for the period (H1 2024: 4.3p). The interim dividend will be payable on 24 October 2025 to shareholders on the register as at the close of business on the record date of 26 September 2025. The shares will trade ex-dividend on 25 September 2025.
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
Statement of directors' responsibilities in respect of the interim financial statements
For the 6 month period ended 30 June 2025
"The directors' confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report."
Nigel Le Quesne Martin Fotheringham
Chief Executive Officer Chief Financial Officer
16 September 2025 16 September 2025
Appendix: Reconciliation of reported results to alternative performance measures (APMs)
In order to assist the reader's understanding of the financial performance of the Group, APMs have been included to better reflect the underlying activities of the Group, excluding specific items as set out in note 8 to the interim financial statements. The Group appreciates that APMs are not considered to be a substitute for, or superior to, IFRS measures but believes that the selected use of these may provide stakeholders with additional information that will assist in understanding the business.
An explanation of our key APMs and links to the equivalent statutory measures have been detailed below.
|
Alternative performance measure |
Closest equivalent statutory measure |
APM definition/purpose and strategic link |
|
Net organic revenue growth % |
Revenue |
Definition: Revenue growth from clients not acquired through business combinations and reported on a constant currency basis, where the prior year results are restated using the current year's consolidated income statement exchange rates. Acquired clients are defined as inorganic for the first two years of JTC ownership.
Purpose and strategic link: Enables the business to monitor growth excluding acquisitions and the impact of external exchange rate factors. The current strategy is to double the size of the business by a mix of organic and acquisition growth, and the ability to monitor and set clear expectations on organic growth is vital to the successful execution of its business strategy. Management's medium-term guidance range is 10% or higher. |
|
Underlying EBITDA % |
Profit/(loss)
|
Definition: Earnings before interest, tax, depreciation, and amortisation, excluding non-underlying items (see note 9 of the financial statements).
Purpose and strategic link: An industry-recognised alternative measure of performance that has been at the heart of the business since its incorporation and is therefore, fundamental to the performance management of all business units. The measure enables the business to measure the relative profitability of servicing clients. Management's medium-term guidance range is 33% - 38%. |
|
Underlying cash conversion % |
Net cash from operating activities |
Definition: The conversion of underlying EBITDA into cash, excluding non-underlying items.
Purpose and strategic link: Measures how effectively the business is managing its operating cash flows. It differs to net cash from operating profits as it excludes non-underlying items and tax, with the latter being excluded in order to better compare operating profitability to cash from operating activities. Management's medium-term guidance range is 85% - 90%. |
|
Underlying leverage |
Cash and cash equivalents |
Definition: Leverage ratio showing the relative amount of third-party debt (net of cash held in the business) that we have in comparison to underlying LTM EBITDA.
Purpose and strategic link: Ensures that Management can measure and control exposure to reliance on third party debt in support of its inorganic growth. Management's medium-term guidance range is 1.5x - 2.0x. |
|
Adjusted underlying basic EPS (p) |
Basic Earnings Per Share |
Definition: Reflects the profit after tax for the year, adjusted to remove the impact of non-underlying items. Additionally, a number of other non-cash items relating to the Group's acquisition activities, including amortisation of acquired intangible assets, deferred tax, amortisation of loan arrangement fees, impairment of intangible customer relationships and the unwinding of NPV discounts in relation to contingent consideration, are removed.
Purpose and strategic link: Presents an adjusted underlying basic EPS, which is used more widely by external investors and analysts and is, in addition, the basis upon which the dividend is calculated. |
|
Return On Invested Capital (ROIC) |
Profit/(loss)
|
Definition: Reflects the net operating profit after tax, divided by the average invested capital.
Purpose and strategic link: Measures our capital efficiency in generating profit against deployed capital. This is an industry-accepted APM and one that both external investors and analysts use in addition to statutory measures. |
A reconciliation of our APMs to their closest equivalent statutory measure has been provided below.
1. Organic Growth
|
|
H1 2025 £m |
H1 2024 £m |
|
Reported prior year full year revenue (2023 / 2022) |
257.4 |
200.0 |
|
Less: reported prior year interim revenue (H1 2023, H1 2022) |
(121.5) |
(93.0) |
|
Plus: reported interim revenue (H1 2024 / H1 2023) |
147.1 |
121.5 |
|
Less: impact of exchange rate restatement* |
(4.3) |
(3.8) |
|
Less: acquisition revenues |
(27.0) |
(4.1) |
|
a. Prior period LTM organic revenue |
251.7 |
220.6 |
|
|
|
|
|
Reported prior year full year revenue (2024 / 2023) |
305.4 |
257.4 |
|
Less: reported prior year interim revenue (H1 2024 / H1 2023) |
(147.1) |
(121.5) |
|
Plus: reported interim revenue (H1 2025 / H1 2024) |
172.6 |
147.1 |
|
Less: impact of exchange rate restatement* |
(0.4) |
(0.8) |
|
Less: acquisition revenues |
(51.1) |
(34.0) |
|
b. Current period LTM organic revenue |
279.4 |
248.2 |
|
|
|
|
|
Net organic growth % (b/a) -1 |
11.0% |
12.5% |
2. Underlying EBITDA
|
|
H1 2025 |
H1 2024 |
|
|
£m |
£m |
|
Reported profit |
6.9 |
18.5 |
|
Add back: |
|
|
|
Income tax |
3.2 |
1.5 |
|
Finance cost |
14.7 |
12.0 |
|
Finance income |
(0.8) |
(0.7) |
|
Other (gains)/losses |
(1.2) |
0.6 |
|
Depreciation and amortisation |
18.2 |
14.6 |
|
Non-underlying items within EBITDA* |
15.6 |
2.7 |
|
Underlying EBITDA |
56.5 |
49.1 |
|
Underlying EBITDA % |
32.8% |
33.4% |
*As set out in note 8 to the interim financial statements. A reconciliation of divisional EBTIDA can be found in note 6 of the interim financial statements.
3. Underlying Cash Conversion
|
|
H1 2025 |
H1 2024 |
|
|
£m |
£m |
|
Net cash generated from operating activities |
42.1 |
45.9 |
|
Plus: |
|
|
|
Non-underlying cash items* |
4.8 |
1.7 |
|
Income taxes paid |
1.6 |
3.4 |
|
a. Underlying cash generated from operations |
48.4 |
51.0 |
|
b. Underlying EBITDA |
56.6 |
49.1 |
|
Underlying cash conversion (a/b) |
86% |
104% |
*As set out in note 18.2 to the interim financial statements.
4. Underlying Leverage
|
|
H1 2025 |
H1 2024 |
|
|
£m |
£m |
|
Cash and cash equivalents |
180.1 |
88.9 |
|
Debt |
(405.3) |
(220.7) |
|
a. Net debt - underlying |
(225.2) |
(131.9) |
|
b. LTM underlying EBITDA |
109.1 |
94.8 |
|
Leverage (a/b) |
2.06 |
1.39 |
5. Underlying Basic EPS
|
|
H1 2025 |
H1 2024 |
|
|
£m |
£m |
|
Profit for the period |
6.9 |
18.5 |
|
Less: |
|
|
|
Non-underlying items* |
28.5 |
13.7 |
|
a. Underlying profit for the period |
35.4 |
32.2 |
|
b. Weighted average number of shares |
166.4 |
162.1 |
|
Underlying basic EPS (a/b) |
21.28 |
19.87 |
*As set out in note 8 to the interim financial statements.
6. Return on Invested Capital
|
|
LTM 30.06.2025 |
LTM 30.06.2024 |
|
|
£m |
£m |
|
Profit for the period |
(18.8) |
29.1 |
|
Add back: |
|
|
|
Non-underlying items* |
82.7 |
26.4 |
|
Net finance costs |
26.6 |
22.5 |
|
Tax estimate on financing costs |
(0.4) |
(0.3) |
|
a. Net operating profit after tax |
90.0 |
77.6 |
|
|
|
|
|
Opening invested capital (30.06.2024 / 30.06.2023*) |
650.3 |
542.4 |
|
+ Closing equity |
510.3 |
518.5 |
|
+ Closing debt |
405.3 |
220.7 |
|
- Closing cash |
(180.1) |
(88.9) |
|
Closing invested capital |
735.5 |
650.3 |
|
b. Average invested capital (opening + closing/2) |
692.9 |
596.4 |
|
|
|
|
|
c. ROIC (a/b) |
13.0% |
13.0% |
* Invested capital has been adjusted to add back the impact of the £62m gross proceeds from the equity raise in H1 2023. This adjustment ensures that the capital movements in relation to the SDTC acquisition (H2 2023) do not result in a misstatement of ROIC.
Independent review report to JTC PLC
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed JTC PLC's condensed consolidated interim financial statements (the "interim financial statements") in the Interim Financial Report (the "interim financial report") of JTC PLC for the 6-month period ended 30 June 2025 (the "period").
Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
· The interim financial statements comprise:
· the condensed consolidated interim balance sheet as at 30 June 2025;
· the condensed consolidated interim income statement for the period then ended;
· the condensed consolidated interim statement of comprehensive income for the period then ended;
· the condensed consolidated interim statement of changes in equity for the period then ended;
· the condensed consolidated interim statement of cash flows for the period then ended; and
· notes, comprising material accounting policy information and other explanatory information to the condensed consolidated interim financial statements.
The interim financial statements included in the Interim Financial Report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The interim financial report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim financial statements in the interim financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers CI LLP
Chartered Accountants
Jersey, Channel Islands
16 September 2025
(a) The maintenance and integrity of the JTC PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
(b) Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
JTC PLC
INTERIM FINANCIAL REPORT 30 JUNE 2025
UNAUDITED
Condensed consolidated interim income statement
Condensed consolidated interim statement of comprehensive income
Condensed consolidated interim balance sheet
Condensed consolidated interim statement of changes in equity
Condensed consolidated interim statement of cash flows
Notes to the condensed consolidated interim financial statements
1. Reporting entity
2. Significant changes in the current reporting period
3. Basis of preparation
4. Material accounting policies and standards
5. Critical accounting estimates and judgements
6. Operating segments
7. Staff expenses
8. Non-underlying items
9. Other gains/(losses)
10. Finance cost
11. Income tax
12. Earnings Per Share
13. Goodwill and other intangible assets
14. Loans and borrowings
15. Contingent consideration
16. Share capital and reserves
17. Financial risk and capital management
18. Cash flow information
19. Related party transactions
20. Contingencies
21. Events occurring after the reporting period
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
|
£'000 |
Note |
H1 2025 |
H1 2024 |
|
|
|
|
|
|
Revenue |
6 |
172,618 |
147,111 |
|
Staff expenses |
7 |
(102,839) |
(77,793) |
|
Other operating expenses |
|
(28,449) |
(22,297) |
|
Credit impairment losses |
|
(647) |
(989) |
|
Other operating income |
|
150 |
24 |
|
Share of profit of equity-accounted investee |
|
134 |
387 |
|
Earnings before interest, taxes, depreciation and amortisation ("EBITDA") |
|
40,967 |
46,443 |
|
|
|
|
|
|
Comprising: |
|
|
|
|
Underlying EBITDA |
|
56,550 |
49,148 |
|
Non-underlying items |
8 |
(15,583) |
(2,705) |
|
|
|
40,967 |
46,443 |
|
|
|
|
|
|
Depreciation and amortisation |
|
(18,182) |
(14,556) |
|
Profit from operating activities |
|
22,785 |
31,887 |
|
|
|
|
|
|
Other gains/(losses) |
9 |
1,239 |
(645) |
|
Finance income |
|
821 |
674 |
|
Finance cost |
10 |
(14,685) |
(11,973) |
|
Profit before tax |
|
10,160 |
19,943 |
|
|
|
|
|
|
Income tax |
11 |
(3,243) |
(1,453) |
|
Profit for the period |
|
6,917 |
18,490 |
|
|
|
|
|
|
Comprising: |
|
|
|
|
Underlying profit for the period |
|
35,420 |
32,209 |
|
Non-underlying items |
8 |
(28,503) |
(13,719) |
|
|
|
6,917 |
18,490 |
|
|
|
|
|
|
Earnings Per Share ("EPS") |
|
Pence |
Pence |
|
Basic EPS |
12.1 |
4.16 |
11.41 |
|
Diluted EPS |
12.2 |
4.07 |
11.32 |
|
Underlying basic EPS |
12.3 |
21.28 |
19.87 |
The above condensed consolidated interim income statement should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
|
£'000 |
Note |
H1 2025 |
H1 2024 |
|
|
|
|
|
|
Profit for the period |
|
6,917 |
18,490 |
|
|
|
|
|
|
Other comprehensive (loss)/income |
|
|
|
|
Items that may be reclassified to profit or loss: |
|
|
|
|
Exchange (losses)/gains on translation of foreign operations (net of tax) |
17.1 |
(42,140) |
1,694 |
|
(Loss)/gain on cash flow hedge |
|
(300) |
2,758 |
|
Hedging gain reclassified to profit or loss |
10 |
(213) |
(890) |
|
Exchange (loss) on equity-accounted investee |
|
(196) |
- |
|
Total comprehensive (loss)/income for the period (net of tax) |
|
(35,932) |
22,052 |
The above condensed consolidated interim statement of comprehensive income should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET
|
£'000 |
Note |
30.06.2025 |
31.12.2024 |
|
|
|
|
|
|
Assets |
|
|
|
|
Goodwill |
13.1 |
555,474 |
592,187 |
|
Other intangible assets |
13.2 |
151,909 |
170,821 |
|
Property, plant and equipment |
|
13,720 |
12,335 |
|
Right-of-use assets |
|
46,203 |
45,347 |
|
Investments |
|
3,657 |
3,788 |
|
Derivative financial instruments |
|
- |
341 |
|
Deferred tax assets |
|
728 |
1,012 |
|
Other non-current assets |
|
2,650 |
2,860 |
|
Total non-current assets |
|
774,341 |
828,691 |
|
|
|
|
|
|
Trade receivables |
|
45,527 |
45,091 |
|
Work in progress |
|
20,363 |
15,379 |
|
Accrued income |
|
29,889 |
28,204 |
|
Cash and cash equivalents |
|
180,148 |
89,232 |
|
Other current assets |
|
15,305 |
12,987 |
|
Total current assets |
|
291,232 |
190,893 |
|
Total assets |
|
1,065,573 |
1,019,584 |
|
|
|
|
|
|
Equity |
|
|
|
|
Share capital |
16.1 |
1,720 |
1,688 |
|
Share premium |
16.1 |
419,586 |
406,648 |
|
Own shares |
16.2 |
(5,777) |
(5,760) |
|
Capital reserve |
|
78,752 |
65,570 |
|
Translation reserve |
|
(27,001) |
15,139 |
|
Other reserves |
|
(368) |
341 |
|
Retained earnings |
16.3 |
43,436 |
50,310 |
|
Total equity |
|
510,348 |
533,936 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Loans and borrowings |
14 |
405,273 |
271,552 |
|
Contingent consideration |
15 |
- |
25,158 |
|
Lease liabilities |
|
44,402 |
44,647 |
|
Deferred tax liabilities |
|
7,863 |
6,510 |
|
Derivative financial instruments |
|
172 |
- |
|
Other non-current liabilities |
|
4,453 |
3,949 |
|
Total non-current liabilities |
|
462,163 |
351,816 |
|
|
|
|
|
|
Trade and other payables |
|
20,846 |
28,096 |
|
Contingent consideration |
15 |
27,567 |
65,357 |
|
Deferred income |
6.3 |
33,788 |
29,296 |
|
Lease liabilities |
|
6,993 |
6,682 |
|
Other current liabilities |
|
3,868 |
4,401 |
|
Total current liabilities |
|
93,062 |
133,832 |
|
Total equity and liabilities |
|
1,065,573 |
1,019,584 |
The above condensed consolidated interim balance sheet should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
|
|
|
For the period ended 30 June 2025 |
|
||||||||
|
|
|
Attributable to owners of JTC PLC |
|
||||||||
|
£'000 |
Note |
Share capital |
Share premium |
Own shares |
Capital reserve |
Translation reserve |
Other reserve |
Retained earnings |
Total equity |
||
|
Balance at 1 January 2025 |
|
1,688 |
406,648 |
(5,760) |
65,570 |
15,139 |
341 |
50,310 |
533,936 |
||
|
Profit for the period |
|
- |
- |
- |
- |
- |
- |
6,917 |
6,917 |
||
|
Other comprehensive loss for the period |
|
- |
- |
- |
- |
(42,140) |
(709) |
- |
(42,849) |
||
|
Total comprehensive income for the period |
|
- |
- |
- |
- |
(42,140) |
(709) |
6,917 |
(35,932) |
||
|
Issue of share capital |
16.1 |
32 |
12,938 |
- |
- |
- |
- |
- |
12,970 |
||
|
Share-based payments |
7 |
- |
- |
- |
1,398 |
- |
- |
- |
1,398 |
||
|
EIP share-based payments |
7 |
- |
- |
- |
11,784 |
- |
- |
- |
11,784 |
||
|
Movement of own shares |
16.2 |
- |
- |
(17) |
- |
- |
- |
- |
(17) |
||
|
Dividends paid |
16.3 |
- |
- |
- |
- |
- |
- |
(13,791) |
(13,791) |
||
|
Balance at 30 June 2025 |
|
1,720 |
419,586 |
(5,777) |
78,752 |
(27,001) |
(368) |
43,436 |
510,348 |
||
|
|
|
For the period ended 30 June 2024 |
|||||||
|
|
|
Attributable to owners of JTC PLC |
|||||||
|
£'000 |
|
Share capital |
Share premium |
Own shares |
Capital reserve |
Translation reserve |
Other reserve |
Retained earnings |
Total equity |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
|
1,655 |
392,213 |
(3,912) |
28,584 |
8,941 |
(749) |
77,144 |
503,876 |
|
Profit for the period |
|
- |
- |
- |
- |
- |
- |
18,490 |
18,490 |
|
Other comprehensive income for the period |
|
- |
- |
- |
- |
1,694 |
1,868 |
- |
3,562 |
|
Total comprehensive income for the period |
|
- |
- |
- |
- |
1,694 |
1,868 |
18,490 |
22,052 |
|
Issue of share capital |
|
22 |
3,809 |
- |
- |
- |
- |
- |
3,831 |
|
Share-based payments |
|
- |
- |
- |
1,200 |
- |
- |
- |
1,200 |
|
Movement of own shares |
|
- |
- |
(17) |
- |
- |
- |
- |
(17) |
|
Dividends paid |
|
- |
- |
- |
- |
- |
- |
(12,431) |
(12,431) |
|
Balance at 30 June 2024 |
|
1,677 |
396,022 |
(3,929) |
29,784 |
10,635 |
1,119 |
83,203 |
518,511 |
The above condensed consolidated interim statement of changes in equity should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
|
£'000 |
Note |
H1 2025 |
H1 2024 |
|
|
|
|
|
|
Cash generated from operations |
18.1 |
43,706 |
49,282 |
|
Income taxes paid |
|
(1,575) |
(3,399) |
|
Net movement in cash generated from operations |
|
42,131 |
45,883 |
|
|
|
|
|
|
Comprising: |
|
|
|
|
Underlying cash generated from operations |
|
48,485 |
51,013 |
|
Non-underlying cash items |
18.2 |
(4,779) |
(1,731) |
|
|
|
43,706 |
49,282 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Interest received |
|
792 |
646 |
|
Payments for property, plant and equipment |
|
(3,635) |
(3,295) |
|
Payments for intangible assets |
|
(3,553) |
(3,081) |
|
Payments for business combinations (net of cash acquired) |
15.1 |
(47,797) |
(21,634) |
|
Payment to obtain or fulfil a contract |
|
(561) |
(528) |
|
Net cash used in investing activities |
|
(54,754) |
(27,892) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Share issuance costs |
|
(57) |
(32) |
|
Dividends paid |
|
(13,791) |
(12,431) |
|
Proceeds from loans and borrowings |
14 |
140,461 |
- |
|
Loan arrangement fees |
|
(787) |
(420) |
|
Interest paid on loans and borrowings |
|
(8,715) |
(7,508) |
|
Principal paid on lease liabilities |
|
(4,137) |
(3,487) |
|
Interest paid on lease liabilities |
|
(1,082) |
(711) |
|
Net cash generated/(used) in financing activities |
|
111,892 |
(24,589) |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
99,269 |
(6,598) |
|
|
|
|
|
|
Cash and cash equivalents at start of the period |
|
89,232 |
97,222 |
|
Effect of foreign exchange rate changes |
|
(8,353) |
(1,736) |
|
Cash and cash equivalents at end of the period |
|
180,148 |
88,888 |
The above condensed consolidated interim statement of cash flows should be read in conjunction with the accompanying notes.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. REPORTING ENTITY
JTC PLC ("the Company") was incorporated on 12 January 2018 and is domiciled in Jersey, Channel Islands. The address of the Company's registered office is 28 Esplanade, St Helier, Jersey.
The condensed consolidated interim financial statements of the Company for the period from 1 January 2025 to 30 June 2025 comprise the Company and its subsidiaries (together "the Group" or "JTC") and the Group's interest in an associate and investments.
2. SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD
The business maintained a resilient set of results for the six months ended 30 June 2025. Whilst the Group has navigated a number of macroeconomic challenges including the fluctuation in foreign exchange rates and geopolitical uncertainties, the business has continued to meet the expectations of the Board.
During the reporting period, the only significant transaction undertaken by the Group was the drawdown of loans and other borrowings. The Group drew down additional borrowings totalling £140.5m for the settlement of earn-out payments and to provide funding for future acquisitions (see notes 14 and 21). No other material changes in the Group's financial position or performance have occurred since the end of the previous financial year.
For more detail about the Group's performance and financial position, please refer to the Chief Financial Officer's review.
3. BASIS OF PREPARATION
The condensed consolidated interim financial statements (the "interim financial statements") for the six months to 30 June 2025 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union ("EU"), the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and Companies (Jersey) Law 1991. The interim financial statements are presented in pounds sterling (£), which is the functional and reporting currency of the Company. They do not include all the information required for a complete set of International Financial Reporting Standards ("IFRS") financial statements. Accordingly, the interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2024, which have been prepared in accordance with IFRS as adopted by the EU. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2024.
The Group has adopted the going concern basis of accounting in preparing the interim financial statements. The Directors are confident that the Group will meet its day-to-day working capital requirements through its cash-generating activities and borrowing facilities. The Group's forecasts and projections, taking account of possible changes in trading performance, show that the Group should be able to operate within the level of its current facilities. The Directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of these interim financial statements.
These interim financial statements were approved by the Board on 11 September 2025 and have been reviewed but not audited by the Group's external auditors.
4. MATERIAL ACCOUNTING POLICIES AND STANDARDS
The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2024.
To the extent relevant, all IFRS standards and interpretations including amendments that were in issue and effective from 1 January 2025, have been adopted by the Group from 1 January 2025. All new amendments, effective from 1 January 2025, do not have a material impact on these interim financial statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In the application of the Group's accounting policies, Management are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are regularly evaluated based on historical experience, current circumstances, expectation of future events and other factors that are considered to be relevant. Actual results may differ from these estimates.
In preparing these interim financial statements, all the significant judgments made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty applied are disclosed in Note 3 of the Annual Report 2024.
6. OPERATING SEGMENTS
6.1. SEGMENTAL INFORMATION
The table below shows the segmental information provided to the Board for the two reportable segments (ICS and PCS) on an underlying basis:
|
|
ICS |
PCS |
Total |
|||
|
£'000 |
H1 2025 |
H1 2024 |
H1 2025 |
H1 2024 |
H1 2025 |
H1 2024 |
|
Revenue |
104,198 |
87,514 |
68,420 |
59,597 |
172,618 |
147,111 |
|
Direct staff expenses |
(46,038) |
(38,645) |
(27,435) |
(23,700) |
(73,473) |
(62,345) |
|
Other direct expenses |
(2,070) |
(1,730) |
(1,501) |
(1,433) |
(3,571) |
(3,163) |
|
Indirect staff expenses |
(10,013) |
(9,076) |
(6,734) |
(4,722) |
(16,747) |
(13,798) |
|
Other operating expenses |
(14,834) |
(11,198) |
(7,728) |
(7,869) |
(22,562) |
(19,067) |
|
Other |
95 |
15 |
189 |
395 |
284 |
410 |
|
Underlying EBITDA |
31,338 |
26,880 |
25,211 |
22,268 |
56,549 |
49,148 |
|
Underlying EBITDA margin % |
30.1% |
30.7% |
36.8% |
37.4% |
32.8% |
33.4% |
The Board evaluates segmental performance based on revenue, underlying EBITDA and underlying EBITDA margin. Profit for the period is not used to measure the performance of the individual segments, as items such as depreciation, amortisation of intangibles, other gains/(losses) (including foreign exchange movement on revaluation of inter-company loans), finance costs and income tax are not allocated to individual segments. Consistent with the aforementioned reasoning, assets and liabilities are not reviewed regularly on a by-segment basis and are, therefore, not included in segmental information.
6.2. GEOGRAPHICAL INFORMATION
Revenue generated by contracting subsidiary by their location is as follows:
|
|
H1 2025 £'000 |
H1 2024 £'000 |
Increase |
|
|
|
£'000 |
% |
||
|
UK & Channel Islands |
73,562 |
66,715 |
6,847 |
10.3% |
|
US |
53,104 |
46,366 |
6,738 |
14.5% |
|
Rest of Europe |
20,942 |
19,683 |
1,259 |
6.4% |
|
Rest of the World |
25,010 |
14,347 |
10,663 |
74.3% |
|
Total revenue |
172,618 |
147,111 |
25,507 |
17.3% |
6.3. SEASONALITY
There is no material change for seasonality or cyclicality in the condensed consolidated interim income statement. The condensed consolidated balance sheet is impacted where annual fees have been billed in advance at the start of the calendar year and as a result, deferred income is higher at 30 June than at 31 December.
7. STAFF EXPENSES
|
£'000 |
H1 2025 |
H1 2024 |
|
Salaries and Directors' fees |
72,743 |
63,630 |
|
Employer-related taxes and other staff-related costs |
7,794 |
5,769 |
|
Other short-term employee benefits |
5,112 |
3,959 |
|
Employee pension benefits |
4,008 |
3,235 |
|
Share-based payments |
1,398 |
1,200 |
|
Employee Incentive Plan ("EIP") share-based payments |
11,784 |
- |
|
Total staff expenses |
102,839 |
77,793 |
8. NON-UNDERLYING ITEMS
|
£'000 |
H1 2025 |
H1 2024 |
|
EBITDA |
40,967 |
46,443 |
|
Non-underlying items within EBITDA: |
|
|
|
Acquisition and integration costs1 |
3,203 |
2,273 |
|
EIP share-based payments2 |
12,344 |
- |
|
Other |
36 |
432 |
|
Total non-underlying items within EBITDA |
15,583 |
2,705 |
|
|
|
|
|
Underlying EBITDA |
56,550 |
49,148 |
|
|
|
|
|
Profit for the period |
6,917 |
18,490 |
|
Total non-underlying items within EBITDA |
15,583 |
2,705 |
|
Amortisation of customer relationships, acquired software and brands |
10,714 |
7,930 |
|
Amortisation of loan arrangement fees |
634 |
637 |
|
Unwinding of NPV discounts for contingent consideration |
3,608 |
2,811 |
|
(Gain)/loss on revaluation of contingent consideration |
(161) |
258 |
|
(Gain) on settlement of contingent consideration |
(238) |
- |
|
(Gain) on disposal of subsidiary |
- |
(72) |
|
Foreign exchange (gains)/losses on intercompany balances |
(3,010) |
286 |
|
Temporary tax differences |
1,373 |
(836) |
|
Total non-underlying items within profit for the period |
28,503 |
13,719 |
|
|
|
|
|
Underlying profit for the period |
35,420 |
32,209 |
1 Acquisition and integration costs include deal and tax advisory fees, legal and professional fees, staff reorganisation costs and other integration costs. This includes acquisition-related share-based payment awards granted to act as retention tools for key management and/or to recruit senior management to support various acquisitions. Acquisition and integration costs are typically incurred in the first two years following acquisition.
2 Following the conclusion of the Galaxy business plan era, share awards were made to staff members under the EIP (see note 6.1 of the Annual Report 2024); this includes £0.6m of employer-related taxes relating to the share awards.
During the period, Management reassessed non-underlying items and updated the disclosure to include items previously presented separately in the 'Adjusted Underlying Basic EPS' alternative performance measure ("APM") (see note 12.3). This change ensures consistency across APMs, provides investors with a consistent definition and reduces the number of alternative profit figures reported.
The additional items now classified as non-underlying primarily relate to acquisition activities, which Management consider not to be indicative of the ongoing operations of the business. These include the amortisation of acquired intangible assets and associated deferred tax, impairment of acquired intangible assets, amortisation of loan arrangement fees and unwinding of NPV discounts in relation to contingent consideration.
9. OTHER GAINS/(LOSSES)
|
£'000 |
Note |
H1 2025 |
H1 2024 |
|
Gain/(loss) on revaluation of contingent consideration |
15 |
161 |
(258) |
|
Gain on settlement of contingent consideration |
|
238 |
- |
|
Gain on disposal of subsidiary |
|
- |
72 |
|
Foreign exchange gains/(losses) |
17.1 |
797 |
(459) |
|
Net gain on disposal of fixed asset |
|
43 |
- |
|
Total other gains/(losses) |
|
1,239 |
(645) |
10. FINANCE COST
|
£'000 |
H1 2025 |
H1 2024 |
|
Interest on bank loan and other borrowings |
8,879 |
7,713 |
|
Gain on cash flow hedge reclassified from other comprehensive income |
(213) |
(890) |
|
Amortisation of loan arrangement fees |
634 |
637 |
|
Unwinding of NPV discounts |
4,691 |
3,799 |
|
Other finance expense |
694 |
714 |
|
Total finance cost |
14,685 |
11,973 |
11. INCOME TAX
|
£'000 |
H1 2025 |
H1 2024 |
|
Current tax |
1,870 |
2,289 |
|
Deferred tax |
1,373 |
(836) |
|
Total income tax |
3,243 |
1,453 |
12. EARNINGS PER SHARE ("EPS")
The Group calculates basic, diluted and underlying basic EPS. The results can be summarised as follows:
|
Pence |
|
H1 2025 |
H1 2024 |
|
Basic EPS |
|
4.16 |
11.41 |
|
Diluted EPS |
|
4.07 |
11.32 |
|
Underlying basic EPS |
|
21.28 |
19.87 |
12.1. BASIC EPS
|
£'000 |
H1 2025 |
H1 2024 |
|
Profit for the period |
6,917 |
18,490 |
|
|
No. of shares (thousands) |
No. of shares (thousands) |
|
Issued ordinary shares at 1 January |
165,681 |
161,445 |
|
Effect of shares issued to acquire business combinations |
558 |
449 |
|
Effect of movement in treasury shares held |
199 |
185 |
|
Weighted average number of Ordinary shares (basic) |
166,438 |
162,079 |
|
Basic EPS (pence) |
4.16 |
11.41 |
12.2. DILUTED EPS
|
£'000 |
|
H1 2025 |
H1 2024 |
|
Profit for the period |
|
6,917 |
18,490 |
|
|
No. of shares (thousands) |
No. of shares (thousands) |
|
Weighted average number of Ordinary shares (basic): |
166,438 |
162,079 |
|
Effect of movement in share-based payments |
3,404 |
1,253 |
|
Weighted average number of Ordinary shares (diluted) |
169,842 |
163,332 |
|
Diluted EPS (pence) |
4.07 |
11.32 |
12.3. UNDERLYING BASIC EPS
Underlying basic EPS is an APM which reflects the underlying activities of the Group and is not consistent with the requirements of IAS 33. The APM has been renamed in the period from "Adjusted underlying basic EPS" to "Underlying basic EPS". This reflects the change to the presentation of non-underlying items (see note 8).
|
£'000 |
Note |
H1 2025 |
H1 2024 |
|
Profit for the period |
|
6,917 |
18,490 |
|
Non-underlying items |
8 |
28,503 |
13,719 |
|
Underlying profit for the period |
|
35,420 |
32,209 |
|
|
No. of shares (thousands) |
No. of shares (thousands) |
|
Weighted average number of Ordinary shares (basic) |
166,438 |
162,079 |
|
Underlying basic EPS (pence) |
21.28 |
19.87 |
13. GOODWILL AND OTHER INTANGIBLE ASSETS
13.1 GOODWILL
The aggregate carrying amounts of goodwill allocated to each cash-generating unit ("CGU") is as follows:
|
CGU |
|
Balance at |
Combination of CGUs £'000 |
Exchange differences £'000 |
Balance at 30 June 2025 |
|
Jersey |
|
66,104 |
- |
- |
66,104 |
|
Guernsey |
|
10,761 |
- |
- |
10,761 |
|
BVI |
|
752 |
- |
- |
752 |
|
Switzerland |
|
2,478 |
- |
49 |
2,527 |
|
Cayman |
|
241 |
- |
(21) |
220 |
|
Luxembourg |
|
27,519 |
- |
774 |
28,293 |
|
Netherlands |
|
14,057 |
- |
434 |
14,491 |
|
Dubai |
|
1,897 |
- |
(162) |
1,735 |
|
Mauritius |
|
2,557 |
- |
(218) |
2,339 |
|
US - ICS |
|
197,334 |
- |
(16,832) |
180,502 |
|
US - SDTC |
|
174,485 |
- |
(14,880) |
159,605 |
|
US - NYPTC |
|
7,507 |
(7,507) |
- |
- |
|
US - FRTC |
|
7,834 |
(7,834) |
- |
- |
|
US - Delaware |
|
- |
15,341 |
(1,309) |
14,032 |
|
Cayman - FFP |
|
56,387 |
- |
(4,810) |
51,577 |
|
Ireland - AIFM |
|
8,487 |
- |
262 |
8,749 |
|
UK |
|
13,787 |
- |
- |
13,787 |
|
Total |
|
592,187 |
- |
(36,713) |
555,474 |
Goodwill is not amortised but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. With the exception of US - SDTC, US - NYPTC and Cayman - FFP, goodwill is monitored at a jurisdictional level by Management. Goodwill is allocated to CGUs for the purpose of impairment testing and this allocation is based on the CGU that is expected to benefit from the business combination in which the goodwill arose.
The US - NYPTC and US - FRTC CGUs were made up of one legal entity each: JTC Trust Company (Delaware) Limited and JTC Trustees (Delaware) LLC respectively. On 1 May 2025, these entities merged and management began to forecast, monitor and drive growth through one combined offering. Due to this, management conclude that both CGUs should form one new CGU known as US - Delaware.
At 30 June 2025, Management concluded that no impairment indicators were present for any of the CGUs.
13.2 OTHER INTANGIBLE ASSETS
The movements in other intangible assets are as follows:
|
|
Customer relationships £'000 |
Brands £'000 |
Software £'000 |
Regulatory licence £'000 |
Total £'000 |
|
Cost |
|
|
|
|
|
|
At 1 January 2025 |
221,999 |
5,756 |
22,790 |
310 |
250,855 |
|
Additions |
- |
- |
3,169 |
- |
3,169 |
|
Exchange differences |
(12,338) |
(458) |
(291) |
(6) |
(13,093) |
|
At 30 June 2025 |
209,661 |
5,298 |
25,668 |
304 |
240,931 |
|
|
|
|
|
|
|
|
Accumulated amortisation |
|
|
|
|
|
|
At 1 January 2025 |
65,260 |
2,505 |
12,026 |
243 |
80,034 |
|
Charge for the period |
9,967 |
517 |
1,722 |
10 |
12,216 |
|
Exchange differences |
(2,734) |
(229) |
(257) |
(8) |
(3,228) |
|
At 30 June 2025 |
72,493 |
2,793 |
13,491 |
245 |
89,022 |
|
|
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
At 30 June 2025 |
137,168 |
2,505 |
12,177 |
59 |
151,909 |
|
At 31 December 2024 |
156,739 |
3,251 |
10,764 |
67 |
170,821 |
Various impairment indicators were evaluated for other intangible assets, including their expected performance and market factors. Management concluded that no impairment indicators were present at 30 June 2025.
14. LOANS AND BORROWINGS
|
£'000 |
30.06.2025 |
31.12.2024 |
|
Non-current |
|
|
|
Bank loan |
350,699 |
271,552 |
|
Other borrowings |
54,574 |
- |
|
Total loans and borrowings |
405,273 |
271,552 |
|
£'000 |
|
|
|
30.06.2025 |
31.12.2024 |
|
|
Facility |
Currency |
Termination date1 |
Interest rate |
|
|
|
|
Bank Loan |
|
|
|
|
|
|
|
Term facility |
GBP |
30 June 2027 |
SONIA+1.65% margin |
100,000 |
100,000 |
|
|
Revolving credit facility |
GBP |
30 June 2027 |
SONIA+1.65% margin |
137,163 |
137,163 |
|
|
Revolving credit facility2 |
USD |
30 June 2027 |
SONIA+1.65% margin |
116,125 |
36,898 |
|
|
Other borrowings |
|
|
|
|
|
|
|
US Private Placement ("USPP")3 |
USD |
23 June 2030 |
6.25% |
54,673 |
- |
|
|
Total principal value |
|
|
|
407,961 |
274,061 |
|
|
Issue costs |
|
|
|
(2,688) |
(2,509) |
|
|
Total bank loans |
|
|
|
405,273 |
271,552 |
|
1 On 28 May 2025, the Group exercised the option to extend the termination date of the bank loan to 30 June 2027 (previously 4 December 2026).
2 The Group utilised its multicurrency revolving credit facility, drawing down a total of $58.0m (£44.6m) to help fund the earn-out payments for FFP and SDTC. Additionally, $55.0m (£40.1m) was drawn in preparation for the Citi Trust acquisition which completed on 1 July 2025 (see note 21.1).
3 On 23 June 2025, the Group announced the successful completion of a $75m (£55.8m) issuance of new USPP notes, with a 5-year maturity and an interest rate of 6.25%. On the same date, the Group also entered into a multicurrency US private shelf facility with a total commitment of $100m, providing additional capacity for future issuances. The proceeds from the drawdown were used to help fund the cash consideration for the Citi Trust acquisition.
15. CONTINGENT CONSIDERATION
Contingent consideration payables are discounted to NPV, split between current and non-current and are due as follows:
|
£'000 |
30.06.2025 |
31.12.2024 |
|
Acquisition |
|
|
|
SDTC1 |
- |
25,158 |
|
Total non-current contingent consideration |
- |
25,158 |
|
|
|
|
|
SDTC |
24,147 |
26,486 |
|
FFP2 |
- |
30,450 |
|
perfORM3 |
3,272 |
6,558 |
|
Hanway4 |
148 |
1,465 |
|
CNFS |
- |
398 |
|
Total current contingent consideration |
27,567 |
65,357 |
1 During the period, the Company paid £19.1m ($25.7m) and issued 838,058 JTC Ordinary shares (see note 16.1) to settle the earn-out applicable to the 2024 calendar year. At 30 June 2025, a total of up to £26.0m ($35.7m) remained payable, subject to meeting revenue targets for the calendar year 2025. Based on Management's assessment of the forecast for the remaining period, it is estimated that the contingent consideration will be met in full. The estimated contingent consideration has been discounted to its present value of £24.1m ($33.1m) and is payable in a 73.5%/26.5% ratio of cash and JTC PLC Ordinary shares.
2 On 16 April 2025, having successfully met earn-out targets, the earn-out for FFP was settled in full with cash (£24.2m) and the issue of 701,991 JTC Ordinary shares (see note 16.1).
3 On 27 March 2025, the cash element of the perfORM earn-out was settled in full (£3.0m). At 30 June 2025, there were 379,990 JTC Ordinary shares that remain outstanding and will vest on 1 January 2026. A gain of £0.2m was recognised during the period on the revaluation of these shares (see note 9).
4 During the period, the Company paid £0.6m to settle the Hanway earn-out applicable to the six months ending 31 December 2024. At 30 June 2025, Management have estimated the remaining earn-out payable to be £0.1m (covering the six months ending 30 June 2025).
15.1 NET CASH OUTFLOWS FROM ACQUISITIONS
|
H1 2025 |
|
|
|
|
|
£'000 |
|
Cash consideration |
Less: cash acquired |
Net |
|
FFP - settlement of full earn-out |
|
24,187 |
- |
24,187 |
|
FFP - adjustments to initial cash consideration |
|
727 |
- |
727 |
|
SDTC - settlement of first earn-out |
|
19,148 |
- |
19,148 |
|
Hanway - settlement of first earn-out |
|
578 |
- |
578 |
|
perfORM - settlement of cash element of earn-out |
|
2,983 |
- |
2,983 |
|
Buck - adjustments to initial cash consideration |
|
174 |
- |
174 |
|
Net cash outflow from acquisitions |
|
47,797 |
- |
47,797 |
|
H1 2024 |
|
|
|
|
|
£'000 |
|
Cash consideration |
Less: cash acquired |
Net |
|
Blackheath - initial consideration |
|
772 |
(223) |
549 |
|
SALI - settlement of final earn-out |
|
21,085 |
- |
21,085 |
|
Net cash outflow from acquisitions |
|
21,857 |
(223) |
21,634 |
16. SHARE CAPITAL AND RESERVES
16.1. SHARE CAPITAL AND SHARE PREMIUM
|
Movements in Ordinary shares |
Note |
No. of shares (thousands) |
Par value £'000 |
Share premium £'000 |
|
At 1 January 2025 |
|
168,753 |
1,688 |
406,648 |
|
PLC EBT issue1 |
|
1,703 |
17 |
- |
|
Acquisition of Blackheath |
|
10 |
- |
88 |
|
Acquisition of SDTC |
15 |
838 |
8 |
6,989 |
|
Acquisition of FFP |
15 |
702 |
7 |
5,918 |
|
Less: Cost of share issuance |
|
- |
- |
(57) |
|
Movement in the period |
|
3,253 |
32 |
12,938 |
|
At 30 June 2025 |
|
172,006 |
1,720 |
419,586 |
1 On 30 June 2025, the Company issued an additional 1,703,035 Ordinary shares to the Company's Employee Benefit Trust ("PLC EBT") in order for PLC EBT to satisfy anticipated future exercises of awards granted to beneficiaries.
16.2. OWN SHARES
Own shares represent the shares of the Company that are unallocated and held by PLC EBT for the benefit of its employees. Own shares have been excluded from the weighted average number of Ordinary shares for the purpose of calculating EPS as they are not outstanding.
|
|
No. of shares (thousands) |
PLC EBT £'000 |
|
At 1 January 2025 |
3,041 |
5,760 |
|
PSP awards |
(197) |
- |
|
Other awards |
(139) |
- |
|
PLC EBT issue |
1,703 |
17 |
|
Movement in the period |
1,367 |
17 |
|
At 30 June 2025 |
4,408 |
5,777 |
16.3. RETAINED EARNINGS AND DIVIDENDS
The Retained earnings includes accumulated profits and losses.
The final dividend for the year 2024 of 8.24p per qualifying Ordinary share was paid on 24 June 2025.
An interim dividend of 5.0p per qualifying ordinary share (2024: 4.3p per qualifying Ordinary share) was declared by the Board on 16 September 2025 and will be payable on 24 October 2025 to shareholders on the record on 26 September 2025. The interim dividend has not been recognised as a liability as at 30 June 2025.
17. FINANCIAL RISK AND CAPITAL MANAGEMENT
PRINCIPAL FINANCIAL INSTRUMENTS
All financial assets and liabilities are recognised at amortised cost with the exception of the derivative financial instrument and the contingent consideration for perfORM (see note 15) which are measured at fair value.
Management considered the following fair value hierarchy levels in line with IFRS 13.
Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability, either directly or indirectly.
Level 3 - Inputs are unobservable inputs for the asset or liability.
Management concluded that the interest rate swap was classified under Level 2, calculated as the present value of estimated future cash flows based on observable yield curves, and the contingent consideration was classified under Level 3.
17.1. FOREIGN CURRENCY RISK
The Group's exposure to the risk of changes in exchange rates relates primarily to the Group's operating activities when the revenue or expenses are denominated in a different currency from the Group's functional and presentation currency of pounds sterling ("£"). For trading entities that principally affect the profit or net assets of the Group, the exposure continues to be mainly from Euro and US dollar. As disclosed in note 34.1 of the Annual Report 2024, Management continue to monitor the effectiveness of the Group's policy to minimise foreign currency risk and regularly assess if a foreign currency hedge is appropriate.
For the six months to 30 June 2025, mainly due to the Euro and United States dollar foreign currency exchange rate movements, the Group recognised the following:
- a foreign exchange loss of £42.1m in other comprehensive income (H1 2024: £1.7m gain) upon translating the foreign operations to our functional currency
- a foreign exchange gain of £0.8m (H1 2024: £0.5m loss) in the condensed consolidated income statement upon the retranslation of monetary assets and liabilities denominated in foreign currencies (see note 9)
17.2. INTEREST RATE RISK
On 4 December 2023, the Group entered into a two year interest rate swap on £180m of its total drawn bank loan with a blended swap rate of 4.237% (excluding margin). The Group continues to apply hedge accounting in accordance with IFRS 9 'Financial Instruments' and has assessed the hedging instrument to remain highly effective.
On 23 June 2025, the Group entered into a multicurrency USPP facility and drew down $75m. The interest rate applied to the facility is fixed at 6.25% (see note 14).
At 30 June 2025, the Group held 58% of fixed rate debt and 42% of floating rate from its total borrowings of £405.3m. The interest risk on the floating rate debt is managed by maintaining an appropriate leverage ratio.
17.3. CREDIT RISK
The Group's principal exposure to credit risk arises from contracts with customers and therefore from the following financial assets: trade receivables, work in progress and accrued income (together "customer receivables") as well as cash and cash equivalents and other receivables. Following an analysis on a customer-by customer basis, we have seen no change in our customers ability to meet their payment obligations and have not incorporated updated forward-looking information into measuring expected credit losses as at 30 June 2025. Our credit risk management as set out in note 34.2 of the Annual Report 2024 remains unchanged.
17.4. LIQUIDITY RISK
There has been no change in our liquidity risk assessment compared to our disclosure in note 34.3 of the Annual Report 2024.
17.5. CAPITAL MANAGEMENT
The Group's objective for managing capital is unchanged from that disclosed in Note 35 of the Annual Report 2024.
The covenants on the US Private Placement facility are aligned with those of the Group's existing bank loan facility.
In accordance with the Group's capital risk management objective, the financial covenants attached to the bank borrowings continue to be met.
18. CASH FLOW INFORMATION
18.1. CASH GENERATED FROM OPERATIONS
|
£'000 |
H1 2025 |
H1 2024 |
|
Profit from operating activities |
22,785 |
31,887 |
|
Adjustments: |
|
|
|
Depreciation of right-of-use assets |
3,861 |
3,678 |
|
Depreciation of property, plant and equipment |
1,476 |
1,357 |
|
Amortisation of intangible assets and assets recognised from costs to obtain or fulfil a contract |
12,845 |
9,522 |
|
Share-based payments |
1,397 |
1,200 |
|
EIP share-based payments |
11,784 |
- |
|
Share of profit of equity-accounted investee |
(134) |
(387) |
|
Operating cash flows before movements in working capital |
54,014 |
47,257 |
|
|
|
|
|
Net changes in working capital: |
|
|
|
Increase in receivables |
(8,785) |
(11,275) |
|
(Decrease)/increase in payables |
(1,523) |
13,300 |
|
Cash generated from operations |
43,706 |
49,282 |
|
|
|
|
18.2. NON-UNDERLYING ITEMS WITHIN CASH FROM OPERATIONS
|
£'000 |
H1 2025 |
H1 2024 |
|
Cash generated from operations |
43,706 |
49,282 |
|
Non-underlying items: |
|
|
|
Acquisition and integration costs |
4,742 |
1,406 |
|
Other |
37 |
325 |
|
Total non-underlying items within cash generated from operations |
4,779 |
1,731 |
|
Underlying cash generated from operations |
48,485 |
51,013 |
19. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
The Group has defined key management personnel as Directors and members of senior management who have the authority and responsibility to plan, direct and control the activities of the Group. The remuneration of key management personnel in aggregate for each of the specified categories is as follows:
|
£'000 |
H1 2025 |
H1 2024 |
|
Salaries and other short-term employee benefits |
1,838 |
1,631 |
|
Post-employment and other long-term benefits |
84 |
61 |
|
Share-based payments |
1,178 |
829 |
|
EIP share-based payments |
- |
- |
|
Total payments |
3,100 |
2,521 |
20. CONTINGENCIES
The Group operates in a number of jurisdictions and enjoys a close working relationship with all of its regulators. It is not unusual for the Group to find itself in discussion with regulators in relation to past events. With any such discussions there is inherent uncertainty in the ultimate outcome but the Board currently does not believe that any such current discussions are likely to result in an outcome that would have a material impact upon the Group.
21. EVENTS OCCURRING AFTER THE REPORTING PERIOD
21.1 ACQUISITION OF CITI TRUST
On 1 July 2025, the Group completed the acquisition of Citi Trust, one of the oldest and most established fiduciary businesses globally. Citi Trust provides tailored trust solutions to over 2,000 ultra high-net worth individuals and operates from seven high quality trust jurisdictions (New York, Delaware, South Dakota, Jersey, Singapore, Switzerland and the Bahamas).
Cash consideration of $110m was paid upon completion and was partly funded through a drawdown of the Group's bank loan and USPP (see note 14). The cash consideration is made up of initial consideration of $80m and working capital adjustments of $30.2m.
The acquisition is highly complementary to JTC's existing footprint and bolsters several of the Group's key growth jurisdictions. It will cement JTC's position as the leading independent provider of global trust services and bring future resilient annuity driven revenue to the Group.
21.2 ACQUISITION OF KLEINWORT HAMBROS TRUST COMPANY (CI) LIMITED ("KHT")
On 31 July 2025, the Group announced the proposed, pending regulatory approval, acquisition of KHT for cash consideration of £20m. KHT provides trust and estate planning services to ultra and high net worth individuals and has operated in the industry for over 70 years.
The proposed acquisition is highly complementary to the Group's existing PCS offering and will enhance JTC's trust presence in the Channel Islands.
For the acquisitions disclosed within 21.1 and 21.2, at the date the interim financial statements were authorised for issue, it was impracticable to disclose the information required by IFRS 3 'Business Combinations' as some of the required information was not available.