Jtc Plc Prospectus
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JTC PLC PROSPECTUS MARCH 2018 FUND SERVICES | CORPORATE SERVICES | PRIVATE WEALTH SERVICES THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you should immediately consult a person authorised for the purposes of the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities. This document comprises a prospectus (the Prospectus) relating to JTC PLC (the Company) and has been prepared in accordance with the Prospectus LR2.2.10(2)(a) Rules of the Financial Conduct Authority (the FCA) made under section 73A of the Financial Services and Markets Act 2000, as amended (FSMA). This Prospectus has been approved by the FCA in accordance with section 87A of FSMA and has been made available to the public as required by the Prospectus Rules. Applications have been made to the FCA for all of the ordinary shares of £0.01 each in the capital of the Company (the Ordinary Shares), issued and to PR Annex III be issued in connection with the Offer, to be admitted to the premium listing segment of the Official List of the FCA (the Official List) and to London (6.1) Stock Exchange plc (the London Stock Exchange) for such Ordinary Shares to be admitted to trading on its main market for listed securities (together LR2.2.3 Admission). Admission to trading on the London Stock Exchange constitutes admission to trading on a regulated market. It is expected that Admission will become effective and that unconditional dealings will commence in the Ordinary Shares on the London Stock Exchange at 8.00 a.m. on 14 March 2018. No application has been made, or is currently intended to be made, for the Ordinary Shares to be admitted to listing or traded on any other stock exchange. A copy of this document has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order LR 2.2.2(3) 2002, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of securities in the Company. It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability from the discharge of its functions under that law. The Company and the Directors (whose names appear on page 33 of this document) accept responsibility for the information contained in this Prospectus. PR Annex I (1.1) To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information (1.2) contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. PR Annex III (1.1) (1.2) Prospective investors are advised to examine all the risks that might be relevant in connection with an investment in Ordinary Shares. Prospective investors should read the entirety of this Prospectus and, in particular, the section entitled “Risk Factors”, for a discussion of certain risks and other factors that should be considered in connection with any investment in Ordinary Shares. JTC PLC (incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) with registered number 125550) PR Annex I (5.1.1) Prospectus (5.1.2) Offer of 77,173,702 Existing Ordinary Shares and 6,896,552 New Ordinary Shares in each case PR Annex III (4.1) (4.4) (5.1.2) at a price of 290 pence per Ordinary Share (5.3.1) Admission of all the Ordinary Shares to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange Financial adviser and broker Zeus Capital Limited Sponsor Stockdale Securities Limited Joint global co-ordinators and bookrunners Zeus Capital Limited and Numis Securities Limited Ordinary share capital immediately following Admission PR Annex III (4.7) (5.1.9) Ordinary Shares of £0.01 each issued and fully paid LR2.2.4(2) Number Amount 106,896,552 £1,068,965.52 Zeus Capital Limited (Zeus Capital) has been appointed as financial adviser, broker and joint global co-ordinator and bookrunner to the Company, Zeus Capital is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Offer and Admission. Zeus Capital will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Zeus Capital or for providing any advice in relation to the Offer or Admission, the contents of this Prospectus or any transaction or arrangement referred to herein. Numis Securities Limited (Numis Securities) has been appointed as joint global co-ordinator and bookrunner to the Company, Numis Securities is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the Offer and Admission. Numis Securities will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities or for providing any advice in relation to the Offer or Admission, the contents of this Prospectus or any transaction or arrangement referred to herein. Stockdale Securities Limited (Stockdale Securities or the Sponsor) has been appointed as sponsor to the Company. Stockdale Securities is authorised and regulated in the United Kingdom by the FCA in respect of regulated activities and is acting exclusively for the Company and no one else in connection with the Offer and Admission. Stockdale Securities will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stockdale Securities or for providing any advice in relation to the Offer or Admission, the contents of this Prospectus or any transaction or arrangement referred to herein. Zeus Capital, Numis Securities and Stockdale Securities and their respective affiliates may have engaged in transactions with, and provided various investment, banking, financial advisory and other services to the Company, for which it would have received customary fees. Zeus Capital, Numis Securities and/or Stockdale Securities and/or any of their respective affiliates may provide such services to the Company or members of the Group in the future. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus Capital, Numis Securities and Stockdale Securities by FSMA or the regulatory regime established thereunder or by the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, each of Zeus Capital, Numis Securities and Stockdale Securities accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, in relation to, the contents of this Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, the Company or any other person in connection with the Company, the Ordinary Shares or the Offer and nothing contained in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Zeus Capital, Numis Securities and Stockdale Securities accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus or any such statement. Unless required to do so by law or regulation, the Company does not envisage publishing any supplementary prospectus or an update statement, as the case may be. Recipients of this Prospectus may not reproduce or distribute this Prospectus, in whole or in part, and may not disclose any of the contents of this Prospectus or use any information in it for any purpose other than considering an investment in Ordinary Shares. Recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus. This Prospectus does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada, Japan, the Republic of South Africa, New Zealand or, subject to certain exceptions, the United States. The Ordinary Shares have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States or under applicable securities laws in Australia, Canada, Japan, the Republic of South Africa or New Zealand.