JTC, a provider of fund, corporate and private wealth services to institutional and private clients, is to acquire Van Doorn from International Capital Group BV.
Van Doorn is a specialist provider of corporate and related fiduciary services based in Amsterdam, the Netherlands. The firm’s 16 employees will combine with JTC’s existing Institutional Client Services team in Amsterdam, increasing JTC’s market presence in the region, broadening its services and creating greater opportunities for future growth.
The principal managers of Van Doorn, who are also shareholders of the Seller, Aravind Ramanna and Eke Verbeke, will join JTC at completion.
The consideration for the acquisition is made up of an initial element and an earn-out element. The initial consideration payment is expected to be circa EUR16 million. This will be 69 per cent payable in cash and 31 per cent will be satisfied by the issue of new JTC shares. The earn-out (if payable) would be paid in cash during 2019 and is based on Van Doorn’s performance in the year ended 31 December 2018. The total consideration payable is subject to an absolute cap of EUR21.5 million (subject to customary closing adjustments).
The share consideration payable as part of the initial consideration will be calculated with reference to JTC’s average five day weighted average closing share price up to the date of the application for admission of the consideration shares prior to completion. The Seller will be subject to certain restrictions which lock-in the consideration shares for a maximum of two years. The cash consideration will be funded through JTC’s operating cash flows and existing facilities.
In the year ended 31 December 2017, Van Doorn made EBITDA of EUR1.2 million and had gross assets of EUR0.8 million and is expected to report a normalised EBITDA to 31 December 2018 of circa EUR2.4 million.
JTC expects the transaction to be immediately earnings enhancing and to complete, subject to regulatory approvals, in or around October 2018.
The acquisition is part of the Company’s growth strategy outlined at the IPO in March 2018 and as referred to in the trading update issued on 23 July 2018. In addition to this acquisition, the Company continues to see further opportunities for both organic and inorganic growth.
Nigel Le Quesne, CEO of JTC PLC, says: “Van Doorn is a high-quality, fast-growing business that is an ideal bolt-on to our Institutional Client Services (ICS) Division and which strengthens and enlarges our Netherlands platform. The management team has built a successful business based on very similar principles to JTC and this deal allows Van Doorn to become part of a larger, established global network, while retaining its focus on sophisticated solutions and client service excellence. I am also pleased that the owner managers of the business will be moving to JTC as part of the transaction and bringing with them not only their wealth of experience and relationships, but also an energetic approach and strong appetite to drive future growth. We extend a warm welcome to our new colleagues, clients and partners.”
