JTC PLC (LON: JTC), a global provider of fund, corporate, and private client services, is poised to be acquired by Papilio Bidco Limited (Bidco), a newly formed entity indirectly wholly-owned by funds advised by Permira Advisers LLP (Permira).
The all-cash deal values JTC at approximately £2.3 billion on a fully diluted basis, representing a significant premium for shareholders.
Under the agreed terms, JTC shareholders will receive 1,340 pence in cash for each JTC share. This Cash Consideration represents a substantial premium over recent trading prices.
The offer price reflects a 49.4% premium to the closing price of 897 pence on August 13, 2025, the day before Permira's initial offer.
It also represents a 55.1% premium to the three-month volume-weighted average price of 864 pence and a 52.6% premium to the six-month volume-weighted average price of 878 pence, both calculated up to August 28, 2025. The premium to the closing price on August 28, 2025, is 36.7% while the premium to the all-time high is still a respectable 18.2%.
The Acquisition enterprise value implies a multiple of approximately 26.2 times JTC's pre-IFRS 16 adjusted EBITDA for the 12 months ended 30 June 2025 of £100 million. This valuation underscores the market's perception of JTC's profitability and growth potential.
The acquisition is planned to be executed via a Court-sanctioned scheme of arrangement under Jersey Companies Law. However, Bidco retains the option to proceed with a Takeover Offer instead, subject to necessary consents.
Should any dividend or other distribution be authorized or paid before the deal's completion, Bidco reserves the right to reduce the cash consideration accordingly. This clause protects Bidco from unforeseen payouts impacting JTC's value.
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