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JTC Plc

JTC PLC Completion of Acquisition and increase in Revolving Credit Facility

JTC plc (LON: JTC), an award-winning provider of fund, corporate and private wealth services to institutional and private clients, have announced today that, further to its announcement on 6 September 2018, applications have been made to the Financial Conduct Authority and the London Stock Exchange, respectively, for 2,877,698 new Ordinary Shares of £0.01 each to be admitted to the premium listing segment of the Official List and to trading on the Main Market. It is expected that admission of the shares will become effective and dealings in the shares will commence at 8.00am on Tuesday 20 November 2018.

The issue of 2,877,698 shares is to satisfy the share consideration payable for JTC’s acquisition of Minerva Holdings Limited and MHL Holdings SA. The acquisition of Minerva will complete on admission to trading of the shares.

The consideration for Minerva is made up of an initial element and an earn-out element. The initial consideration payable is £16.8m cash (to be adjusted by the mechanism as set out in the Sale Agreement) and the shares.

The earn-out (if payable) will be paid in cash during 2019 and is based on Minerva’s performance in the six months following completion. The total consideration payable is subject to an absolute cap of £30 million (subject to customary closing adjustments).

Following admission of the shares the Company will have 110,895,327 Ordinary Shares of £0.01 each in issue. There are no shares held in treasury. Therefore, following admission of the shares the total number of voting rights in the Company will be 110,895,327, and this Voting Rights Figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their voting rights interest, or a change to that interest, in the Company under the FCA’s Disclosure Guidance and Transparency Rules.

JTC plc has also extended the Group’s existing Revolving Credit Facility from £10 million to £55 million, bringing in the Bank of Ireland, Barclays and Santander to join HSBC under the terms of the Group’s debt facility. The extension of the facility will be used to fund the consideration for acquisitions and takes total facilities to £100m.

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