JTC PLC
19 August 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 August 2026
RECOMMENDED CASH ACQUISITION
of
JTC PLC
by
PAPILIO BIDCO LIMITED
a newly incorporated company to be indirectly owned by funds advised by
Permira Advisers LLP ("Permira") and Canada Pension Plan Investment Board (acting through its wholly-owned subsidiary, CPPIB PH4)
to be effected by means of a Scheme of Arrangement
under Article 125 of the Jersey Companies Law
COURT SANCTION OF SCHEME
On 10 November 2025, the boards of JTC plc ("JTC") and Papilio Bidco Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of JTC (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (the "Scheme").
On 5 August 2026, JTC and Bidco announced that Conditions 3(a) to 3(q) (inclusive) (each as set out in Part A of Part III (Conditions to the Implementation of the Scheme and Acquisition) of the Scheme Document), being the remaining financial services regulatory conditions, had been satisfied.
Court sanction of the Scheme
JTC and Bidco are pleased to announce that the Court has today issued the Court Order sanctioning the Scheme under Article 125 of the Jersey Companies Law pursuant to which the Acquisition is being implemented.
Next steps and timetable
There has been no change to the expected timetable of principal events for the Acquisition set out in the announcement made by JTC and Bidco in relation to the Acquisition on 5 August 2026.
The Scheme Record Time will be 6.00 p.m. on 19 August 2026.
The Scheme remains conditional on, and will become Effective upon, the delivery of a copy of the Court Order to the Registrar of Companies for registration, which is expected to occur on 20 August 2026.
The cancellation of the admission to listing of JTC Shares on the equity shares (commercial companies) category of the Official List and of admission to trading of JTC Shares on the London Stock Exchange have also been applied for and, subject to the Scheme becoming Effective, are each expected to take effect by 8.00 a.m. on 21 August 2026.
The last day of dealings in, and for the registration of transfers of, JTC Shares is therefore expected to be today, 19 August 2026. Trading in JTC Shares on the London Stock Exchange's Main Market for listed securities will be suspended with effect from 7.30 a.m. on 20 August 2026.
A further announcement will be made when the Scheme has become Effective.
Save as otherwise defined, capitalised terms in this announcement have the same meanings as set out in the scheme document published in connection with the Acquisition on 2 December 2025 (the "Scheme Document").
All references to times in this announcement are to London, United Kingdom time.
Enquiries:
|
Jefferies (Financial Adviser to Bidco and Permira) |
+44 (0) 20 7029 8000 |
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Daniel Frommelt |
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|
Philip Noblet |
|
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William Brown |
|
|
Emiel Khakhar |
|
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Harry Bourne |
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Headland Consultancy (PR Adviser to Bidco) |
+44 (0) 20 3805 4822 |
|
Lucy Legh |
permira@headlandconsultancy.com |
|
Will Carnwath Rob Walker |
|
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CPP Investments Steve McCool |
+44 (0) 7780 224 245 smccool@cppib.com |
JTC +44 (0) 1534 700 000 David Vieira (Chief Communications Officer)
Deutsche Numis (Joint Lead Financial Adviser and Joint Broker to JTC) +44 (0) 207 260 1000 Stuart Skinner
Julian Cater
Oliver Ives
William Wickham
Robert W. Baird Limited (Joint Lead Financial Adviser to JTC) +44 (0) 20 7667 8379
Pat Guerin
John Sun
Will Morton
Dan Bruton
Sanjiv Dutt
Berenberg (Financial Adviser and Joint Broker to JTC) +44 (0) 20 3207 7800
Toby Flaux
Miles Cox
Michael Burke
Milo Bonser
Sodali & Co (PR Adviser to JTC) +44 (0)79 7024 6725
Elly Williamson
Ben Foster
Anthony Kluk
Pete Lambie
White & Case LLP is acting as lead legal adviser to JTC.
Clifford Chance LLP is acting as lead legal adviser to Bidco and Permira. Sidley Austin LLP is acting as legal adviser to Bidco and Permira in respect of financing arrangements. Linklaters LLP is acting as lead legal adviser to CPP Investments.
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Bidco and Permira and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Bidco and Permira for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank AG, acting through its London branch (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively for JTC and no other person in connection with the matters referred to in this announcement and will not be responsible to any person other than JTC for providing the protections offered to clients of Deutsche Numis nor for providing advice in relation to any matter referred to in this announcement. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.
Robert W. Baird Limited ("Baird"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for JTC and no one else in connection the matters referred to in this announcement and will not be responsible to anyone other than JTC for providing the protections afforded to clients of Baird nor for providing advice in relation to the matters referred to in this announcement. Neither Baird nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Baird in connection with this announcement, any statement contained herein or otherwise.
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for JTC and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than JTC for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (and the accompanying Forms of Proxy) or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document (and the accompanying forms of acceptance, if applicable), which contains the full terms and conditions of the Acquisition.
The statements contained in this announcement are made on the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement does not constitute a prospectus or a prospectus equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the UK and Jersey, and the availability of the Acquisition to JTC Shareholders who are not resident in the UK and Jersey, may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction.
Copies of this announcement and all documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. If the Acquisition is implemented by way of Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
This announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with Jersey law, English law and the Takeover Code and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Jersey. Nothing in this announcement should be relied on for any other purpose.
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules.
Sanctions Disqualified Shareholders
Sanctions Disqualified Shareholders should refer to paragraph 9 of Part II (Explanatory Statement) of the Scheme Document in respect of the implications of the Scheme and the Acquisition on their holdings of Scheme Restricted Shares.
Additional information for U.S. investors
The Acquisition relates to an offer for the shares of a company incorporated in Jersey and is being made by means of a scheme of arrangement provided for under Jersey company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving a Jersey-incorporated target company listed on the London Stock Exchange, which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information with respect to JTC included in this announcement and the Scheme Document has been or will have been prepared in accordance with IFRS and thus may not be comparable to the financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the Takeover Offer into the U.S., the Acquisition will be made in compliance with applicable U.S. laws and regulations, including section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the U.S. by Bidco and no one else. In addition to any such Takeover Offer and in accordance with normal Jersey practice, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) of Bidco and/or such affiliated companies may make certain purchases of, or arrangements to purchase, JTC Shares outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made, they would be made outside the United States in compliance with applicable law, including the U.S. Exchange Act. Any such purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK and Jersey, and if so required shall be reported to a Regulatory Information Service and be available on the London Stock Exchange website at www.londonstockexchange.com.
Neither the SEC nor any U.S. state securities commission has approved, disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the U.S.
Some or all of JTC's officers and directors reside outside the U.S., and some or all of its assets are or may be located or organised in jurisdictions outside the U.S. Therefore, investors may have difficulty effecting service of process within the U.S. upon those persons or recovering against JTC or its officers or directors on judgments of U.S. courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. It may not be possible to sue JTC or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
The receipt of cash pursuant to the Scheme by U.S. JTC Shareholders as consideration for the transfer of JTC Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each JTC Shareholder (including each U.S. JTC Shareholder) is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Permira, Bidco or JTC may contain statements about Bidco and JTC that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or JTC's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or JTC's business.
Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and JTC about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: the ability to complete the Acquisition, the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule, increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in global political and economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw materials or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines or supervisory expectations or requirements, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in light of such factors.
Neither Permira, the Bidco Group nor the JTC Group, nor any of their respective members, partners, associates or directors, officers or advisers, provides any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Forward-looking statements involve inherent risks and uncertainties.
Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or the JTC Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Bidco and JTC expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by JTC Shareholders, persons with information rights and other relevant persons for the receipt of communications from JTC may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy will not be sent unless so requested.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at www.permira.com/news-and-insights/announcements/permira-offer-for-jtc-plc and JTC's website at www.jtcgroup.com/investor-relations by no later than 12.00 p.m. on the Business Day following the date of this announcement.
For avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement or the Scheme Document.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Computershare on +44 370 707 4040 between 8.30 a.m. to 5.30 p.m., Monday to Friday (except public holidays in Jersey) or by submitting a request in writing to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY. For persons who received a copy of the Scheme Document in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition in hard copy form.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the UK or Jersey or, if not, from another appropriately authorised independent financial adviser.
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