Minerva and JTC Group

Vipin M. P. Shah
06 September 2018

Message from Vipin M. P. Shah, Chairman, Minerva Group

I am delighted to share with you some important news and a major milestone in the history of Minerva. We have today agreed a deal to combine Minerva with JTC Group, a leading provider of private client, fund and corporate services that is listed on the main market of the London Stock Exchange. For those of you not familiar with JTC, more information can be found here: www.jtcgroup.com

The deal will see the entire share capital of Minerva acquired by JTC in exchange for cash and shares in JTC. It should be noted that the deal excludes our affiliate businesses, MTC Kenya and Meghraj Capital, which will continue as independent companies.

It is important to highlight that, as principals of Minerva, we are fully committed to this deal and to its success as a part of the enlarged JTC Group. As such, I am pleased to confirm our ongoing and direct involvement with the business post completion, and also to highlight that the terms of the deal will see us accept JTC PLC equity as a substantial portion of the sale consideration, thus confirming our alignment to the long-term success of an enlarged JTC.

As you know, we have all worked hard to build a strong and successful business over a period of more than 40 years with an excellent client base, and particular strength in the markets of Africa, Asia and the Middle East. As globalisation continues apace, however, we have seen a trend for consolidation in our industry as clients demand ever more international solutions and providers of financial services contend with the increasing cost and complexity of global regulation and legislation. As a result of these changes, we have recently sought to find a partner that shares our vision, our values and in particular our ‘client first’ philosophy and personalised approach that has always differentiated Minerva.

We have received a lot of interest from private equity firms, but we didn’t feel that this represented a good cultural fit for our staff or our clients. Instead, we sought a partner that was independent from PE ownership and which shared our values and our client focused approach. In JTC we believe that we have found a strong and highly regarded partner that shares many of our values; one that will allow us to build on the success that we have created, while at the same time providing new and exciting opportunities and options for our clients, our staff and our network of business partners. JTC already has over 600 employees, provides services to clients from a global network of more than 20 offices and has assets under administration of c.US$85 billion.

There is a lot of work to be done by both the Minerva and JTC teams between today’s signing announcement, the legal completion of the transaction (scheduled for early November) and full integration of our business into JTC (due to be completed by June 2019). Dedicated project teams have been established to manage this work and more detail will be shared in due course, but one of the primary goals of the integration will be to ensure that there is minimal disruption to clients and client facing work and the message in these areas is very much ‘business as usual’, with most clients continuing to work with the same Minerva team members as earlier.

I hope that the detail provided in this communication gives you all of the information needed to understand this important and historic change for Minerva, but should you have any immediate questions, please do not hesitate to contact me or any of the team with whom you interact.

I greatly value the support you have given to Minerva during our 40-year history and I look forward to continuing our relationship as part of a larger, enhanced group.

With kind regards,

Vipin M. P. Shah

Chairman

“Thank you so much for your hospitality and going out of your way to make our short visit constructive, informative and fun.”