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Highlights
JTC shareholders to receive 1,340 pence in cash per share under the terms of the recommended acquisition.
The transaction values JTC at approximately GBP 2.3 billion and implies an enterprise value of about GBP 2.7 billion.
The cash offer represents a premium of up to 55.1% on JTC’s three-month average share price prior to the offer period.
JTC plc (LSE:JTC), the global provider of fund administration, corporate, and trust services, has agreed to a recommended cash acquisition by Papilio Bidco Limited (Bidco), a newly incorporated entity wholly owned by funds advised by Permira Advisers LLP (Permira).
The acquisition will be carried out through a Scheme of Arrangement under Article 125 of the Jersey Companies Law, providing shareholders with the opportunity to receive cash consideration for their shares.
Acquisition Terms and Valuation
Under the terms of the agreement, JTC shareholders will receive 1,340 pence in cash per share, valuing the company’s entire issued and to-be-issued share capital at approximately GBP 2.3 billion on a fully diluted basis. The transaction implies an enterprise value of around GBP 2.7 billion.
The offer price represents a series of premiums for JTC shareholders, including:
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A 49.4% premium to the closing price of 897 pence on 13 August 2025, before the first Permira offer;
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A 55.1% premium to the three-month volume-weighted average price of 864 pence per share; and
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An 18.2% premium to the company’s all-time high share price of 1,134 pence recorded in September 2024.
The acquisition enterprise value equates to approximately 26.2 times JTC’s pre-IFRS 16 adjusted EBITDA of GBP 100 million for the 12 months to 30 June 2025.
Structure and Conditions
The transaction is expected to proceed via a Court-sanctioned Scheme of Arrangement, though Bidco reserves the right to switch to a takeover offer if necessary, with Panel consent.
If JTC declares or pays any dividends before the effective date, Bidco reserves the right to adjust the cash consideration accordingly, allowing shareholders to retain any declared payments.
Strategic Rationale for the Transaction
JTC has built a global platform in Fund Administration, Corporate & Trust Services (FACTS), maintaining a record of consistent organic expansion and selective acquisitions. The business has developed through its Odyssey, Galaxy, and Cosmos growth programmes, strengthening its positions in U.S. trust services and fund administration.
Permira, which has followed JTC’s development for several years, recognises its market position and intends to support the company’s existing strategy and management team. The private equity firm aims to build upon JTC’s growth trajectory through service expansion, enhanced digital delivery, and selective acquisitions.
Permira’s Industry Experience
Founded in 1985, Permira is a global private equity firm with over EUR 80 billion of committed capital and a diversified base of institutional investors. The firm has more than a decade of thematic investment experience in the FACTS sector and a track record of partnering with management teams to accelerate business growth.
Through this acquisition, Permira plans to leverage its deep industry knowledge and long-term investment philosophy to further develop JTC’s global service offering and operational capabilities.
