JTC PLC - Statement regarding possible offers

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS OF ANY SUCH OFFER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

12 September 2025

JTC PLC

(the "Company" or "JTC")

Statement regarding possible offers

Following recent media speculation, the Board of JTC (LSE: JTC) confirms that it has received a preliminary and conditional non-binding proposal from private equity funds managed by Warburg Pincus LLC ("Warburg Pincus") to acquire the entire issued and to be issued share capital of the Company (the "Warburg Pincus Possible Offer"). The Warburg Pincus Possible Offer follows two earlier non binding proposals from Warburg Pincus that were unanimously rejected by the Board of JTC on 5 September 2025 and 11 September 2025.

The Board of the Company is currently in early-stage discussions with Warburg Pincus regarding the Warburg Pincus Possible Offer.

The Board of JTC previously announced that it had received two preliminary and conditional non-binding proposals from Permira Advisers LLP acting in its capacity as adviser to the Permira Funds ("Permira") regarding a possible cash offer to acquire the entire issued and to be issued share capital of the Company (the "Permira Possible Offer"). Each proposal from Permira was carefully considered by JTC together with its advisers and unanimously rejected.

The Board of JTC received a further proposal from Permira on 30 August 2025, which was unanimously rejected by the Board of JTC. The Board of JTC received a fourth, revised proposal from Permira (the "Revised Permira Possible Offer") on 9 September 2025. The Board of JTC is in early stage discussions with Permira regarding the Revised Permira Possible Offer.

In accordance with Rule 2.6(a) of the Code, Warburg Pincus is required, by no later than 5.00 p.m. (London time) on 10 October 2025 either to announce a firm intention to make an offer for JTC in accordance with Rule 2.7 of the Code or to announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.6(a) of the Code, Permira is required, by no later than 5.00 p.m. (London time) on 26 September 2025, either to announce a firm intention to make an offer for JTC in accordance with Rule 2.7 of the Code or to announce that they do not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

Shareholders are advised to take no action at this time in relation to the Warburg Pincus Possible Offer

and the Revised Permira Possible Offer. Further announcements will be made as and when appropriate.

There can be no certainty that any firm offer will be made for the Company, nor as to the terms on which any such offer might be made.

The person responsible for arranging the release of this announcement on behalf of JTC plc is Miranda Lansdowne, Joint Company Secretary, JTC (Jersey) Limited, Company Secretary.

Enquiries:

JTC plc                                                                                                        +44 (0) 1524 700 000

David Vieira (Chief Communications Officer)

Deutsche Numis (Joint Lead Financial Adviser and Joint Broker)        +44 (0) 207 260 1000

Stuart Skinner

Julian Cater

Oliver Ives

William Wickham

Robert W. Baird Limited (Joint Lead Financial Adviser)                           +44 (0) 20 7667 8379

Pat Guerin                                                                                

John Sun

Will Morton                                          

Berenberg (Financial Adviser and Joint Broker)                                        +44 (0) 20 3207 7800

Toby Flaux                                                                               

Miles Cox

Michael Burke

Milo Bonser     

White & Case LLP is acting as legal adviser to the Company.

Important notice

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote in any jurisdiction whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimers

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 the Company and no one else in connection the matters referred to in this announcement and will not be responsible to anyone other than the Company 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 FCA, is acting exclusively for the Company and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than the Company 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested (directly or indirectly) 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) of the Code 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 10^th 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 Code, any person who is, or becomes, interested (directly or indirectly) 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 11 September 2025 (being the business day prior to the date of this announcement), the Company confirms that it had in issue 172,006,514 ordinary shares of GBP £0.01 each, each carrying one vote.  The Company holds no shares in treasury. The total number of voting rights in the Company is therefore 172,006,514.

The International Securities Identification Number for the Company's ordinary shares is JE00BF4X3P53.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published by Rule 26 of the Code will be available at www.jtcgroup.com/investor-relations, by no later than 12 noon (London time) on 15 September 2025. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.