Deal Details

JTC plc (“JTC” or the “Company”) (LSE: JTC) has reached agreement on the terms of a recommended cash acquisition by Permira of the entire issued and to be issued ordinary share capital of JTC. The acquisition values the entire issued and to be issued ordinary share capital of JTC at approximately £2.3 billion on a fully diluted basis and implies an enterprise value of approximately £2.7 billion. Under the terms of the agreement, JTC stockholders will receive 1,340 pence per share in cash, representing a premium of approximately 49% to the Closing Price of 897 pence per JTC share on 13 August 2025 (being last close prior to the first offer made by Permira). 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.

It is intended that the acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under English law. The acquisition is also subject to customary closing conditions, including receipt of regulatory approvals and approval by JTC’s stockholders. JTC will operate independently until the proposed transaction is finalized. Upon completion of the transaction, JTC will become a privately held company and shares of JTC common stock will no longer be listed on any public market.

Baird served as joint lead financial advisor to JTC. Baird was also its independent Rule 3 advisor.