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Earnings Call: H2 2021

Apr 19, 2022

Operator

Hello and welcome to the JTC PLC 2021 full year results presentation. My name is Luke, and I'll be your host for today's event. Please note that this conference is being recorded, and for the duration of the presentation, your lines will be on listen-only. However, you will have the opportunity to ask questions at the end of the presentation. This can be done by using the raise hand feature in the control panel on your screen. We will address as many questions as possible. When we come to answering your question, we will invite you to unmute and speak live to address our panelists. I will now hand over to your presenters for today.

Nigel Le Quesne
Group CEO, JTC

Good morning, everyone. Welcome to the presentation of JTC PLC's results for the year ended 31st December 2021. I'm Nigel Le Quesne, the Group CEO, and presenting with me as usual is Martin Fotheringham, our Group CFO. If we can turn to slide one and the agenda. In the next 30 minutes or so, I will present my CEO highlights for 2021, and Martin will run through the financial review. We'll follow up with a more detailed business review of the year and take a deeper look at progress on the Galaxy plan, how it informs our approach to acquisitions, and how it is applied in a case study of the CEES transaction, creating long-term value for the Group. Finally, onto our key takeaways, a summary of early progress in 2022 and our outlook for the rest of the year.

We'll then open the forum up for questions. We are very pleased with the results achieved in 2021, the first year of our Galaxy era. Despite the ongoing macro headwinds, the core business traded well, once again demonstrating the inherent resilience of the business model, with 2021 marking 34 uninterrupted years of top line and profit growth at JTC. Specifically, we've achieved year-on-year revenue growth of 28.2%, with underlying profit growth of 25%, delivered at a group margin of 32.8% and 34.4% in the core business, excluding the acquisitions. Our net organic growth was strong at 9.6% or 17.5% gross and up 0.8% on the previous year. We are pleased to report that all our financial metrics were in line with market consensus and our established medium-term guidance.

Particularly pleasing was our GBP 20.9 million of annualized new business wins. The first time we've exceeded 20 million in a financial year and an increase of 16.75% on 2020. In addition, we achieved our largest ever single new business win mandate for a U.S.-based global bank, code-named Project Amaro, in the Private Client Services division, with revenues of a minimum of GBP 2.5 million per annum, anticipated once fully onboarded, which we estimate being in the third quarter. In the core business, I have for some time now alluded to a repositioning of the Group as experts in our chosen fields. Demonstrating this can be a challenge with both tangible and intangible indicators.

One proof point that stood out for me in 2021 was JTC and its people won a total of 26 industry awards in the year, 20 more than in 2020. These were spread across the Group with five awards, Institutional Client Services with six awards, and Private Client Services with a remarkable 15 awards. The PCS division has therefore cemented its position as the preeminent global trust company business of choice. Further underpinned and demonstrated by the appetite of global institutions to work with the team on long-term strategic relationships.

The division has once again posted a strong performance with a margin of 37.2%, which is at the top end of our range, but lower than 2020, reflecting the planned investment in top quality hires, the contribution to the additional investment in our overarching risk management enhancements, and to our technology build-out in the division, key to our preparation and readiness for the Project Amaro mandate. In the ICS division, I'm delighted to report further incremental year-on-year improvement, with the ICS margin up 2.3 percentage points to 30.2%, primarily driven by our Blueprint initiative. Continued focus on the operational reorganization supported by our smart deployment of technology. The establishment of the JTC Employer Solutions subdivision was another notable highlight, which we'll cover in detail later.

The main story for the division and the wider business, however, was the completion of seven M&A deals, all primarily ICS-centered during the course of the year and represented on the slide. Each acquisition has its own backstory, which we will be delighted to expand on during questions. The key point to make is that each add long-term value to the Group and meet our ambitions for Galaxy and beyond. To support and deliver these deals, we undertook two successful fundraisers in April and October, both of which were oversubscribed, with approximately GBP 145 million raised in total. We are grateful for the support and confidence placed in us by our shareholders. Finally, I cannot conclude my CEO highlights without mentioning my personal highlight of the year, the Shared Ownership distribution in July of GBP 20 million of JTC stock to our global team.

This was the third and most substantial capital distribution since the inception of JTC Shared Ownership for All in 1998, and the first time as a public company. Since 1998, at JTC, we have created over GBP 350 million of value for our owner employees. Given the challenging environment our people have been working through, the timing and quantum of this award was particularly well received. To help demonstrate its importance to our culture, it is worth noting that our staff retention rates are up to 50% higher than our industry peer group. Reflects well on the ownership structure, the collective spirit it engenders, and our ability to source and retain top talent.

This distribution event, therefore, allowed us to once again recognize our most valuable asset, the JTC team, and I take this opportunity to thank each and every one of them for their contribution to our ongoing success. Let's now turn to slide five and the financial highlights. Our revenues grew to GBP 147.5 million and underlying EBITDA rose to GBP 48.4 million. This delivered an underlying group EBITDA margin of 32.8% or 34.4% in the core business, excluding the effect of the acquisitions. Pleasingly, our net organic growth was 9.6% or 17.5% growth, with client attrition at 7.9% compared to 8.8% in the prior year.

As mentioned, our annualized new business wins were up 16.8% to a record GBP 20.9 million. Win rates improved across both divisions, and at year-end, we're running at 42%, which is above the top end of our range of 35%-40%, reflecting the drive to quality associated with the JTC brand I was alluding to earlier. Our inquiry pipeline at the year-end was GBP 47.9 million, up 5.3%, and we've seen good year-on-year momentum in the early part of 2022. We anticipate our highest ever future revenues from the 2021 new business wins of over GBP 200 million over their lifetime based upon our conservative 10-year metric. It's also worth noting that the average lifespan of our book is also increasing due to our acquisition activity.

Martin Fotheringham
Group CFO, JTC

With the CEES and SALI acquisitions, both of which count client lifespans in multiple decades. Finally, on to the dividend, where we have declared a full-year dividend of 7.67 pence per share, up from 6.75 pence in 2020. Now over to Martin for a deeper look at the financial review.

Thank you, Nigel, and good morning, everyone. Our 2021 results were in line with our expectations. We've continued to invest in our platform to drive the business forward in what is a rapidly consolidating market. Trading in H2 was strong as COVID restrictions eased. Good progress was made with the integration of businesses acquired in H1 and is progressing well with those made later in the year. Let's turn to slide six. My focus is on the underlying results, but I would like to highlight three specific items in the results explaining the differences between reported and underlying figures. First, we settled the first installment of the EBT in July. This effectively made every employee a direct shareholder of the business. The shareholding in the EBT was accumulated over the prior four years.

It will be paid out in two equal tranches, but from the accounting perspective, we've recorded GBP 14.5 million in the 2021 results, and there'll be approximately GBP 6 million of cost in the 2022 results. This impacts reported EBITDA. Second, impacting PBT is the elimination of GBP 20.9 million of deferred consideration previously accrued for in the NESF earn-out. NESF trading continues to improve, but we believe it will be short of the $3.2 million EBITDA earn-out threshold measured at the end of May 2022. Third, and also impacting reported PBT, is the GBP 5.4 million bargain purchase credit from the RBC CEES acquisition. Turning to the underlying results, annual revenue growth was 28.2%, and organic growth for the year was 9.6%.

Underlying EBITDA margin fell by 0.8 percentage points. We did signpost that this would happen due to the impact of acquisitions we made in H1. I'll later talk in more detail about the margin. We delivered a 17.4% increase in underlying EPS. Cash conversion was at 87%, comfortably within our guidance range. In 2021, we completed seven acquisitions as well as two successful fundraisers. Five of the acquisitions closed in the last four months of 2021, and as a result, our net debt increased by GBP 37.5 million. Our full-year dividend is proposed at 7.67 pence, a 14% increase on the 2020 dividend. Let's now look at the 2021 revenue bridge on slide seven. This slide shows strong organic and inorganic revenue growth.

Gross new organic revenue was GBP 18.4 million, an increase of 16.5% from 2020. As anticipated, we saw a larger proportion of the organic growth come from existing clients, 60.9% versus 52.5% in 2020. Attrition was GBP 8.3 million in the year. 97.4% of non-end-of-life revenue was retained. We increased our new business wins in the year by 17% to GBP 20.9 million, and of that, GBP 11.1 million has not been recognized to date in our results. That is higher than normal, but is explained by Project Amaro, GBP 2.5 million PCS mandate from which we won't recognize any revenue until H2 2022.

Our pipeline at the end of the period was GBP 47.9 million, 5% increase from the position at the end of 2020. Let's move to slide eight and look at the net organic growth. We were slightly under guidance at mid-year, but said that we expected to be back in range for the full year. 2021 net organic growth was 9.6%, very close to the top of the guidance range. The second half of 2021 was very strong in ICS with Luxembourg, U.K., and Cayman doing particularly well. Although the PCS growth at 7.1% was lower than previous periods, we were still really happy with their performance. H1 organic growth was good, and it's not lost on us the amount of internal time and effort invested in H2 in onboarding Project Amaro.

We've absorbed a lot of costs so far, but as yet have no revenue to show for it. It won't be until 2023 that we really start to see the full benefit. This is a minimum 5-year contract, which we expect to last much longer, with huge potential for future revenue growth as we expand out our services. Our 3-year averaged organic growth was 8.6%, well within our medium-term guidance. You'll see that in ICS in the last 12 months that we increased the number of clients that generated revenue in excess of GBP 500,000 per annum from 17 to 26. For PCS, we measure this as clients generating more than GBP 100,000 per annum, and that increased from 65 to 76.

Turning to attrition on slide nine, at the end of 2020, our attrition was 8.8%, and it fell to 7.9% in 2021. Non-end of life attrition was 2.6%, lower than the 3.4% for 2020. Non-end of life attrition fell for both divisions. We have a very resilient business with a very sticky client base. Over the last 3 years, we've averaged 97.2% retention of revenues that were not end of life. A key component of our M&A approach is to acquire businesses with strong and stable client relationships with a long runway of visible recurring revenue. This enhances the quality of earnings of our overall business. Looking at the divisions, in ICS, we had four non-end of life losses that were higher than GBP 75,000 per annum.

Three clients left us due to pricing, and one exit was our decision. In PCS, of the bigger client losses, more than GBP 50,000 per annum, three relate to poaching by an ex-employee. We mentioned this 12 months ago, and this is the revenue impact coming through, but I'm pleased to say there have been no new cases. One exit was our decision as we couldn't agree pricing. We pay close attention to attrition. We're pleased the trend is better than 12 months ago, but in an ideal world, we'd never lose a client. Let's move to the EBITDA margin and turn to slide 10. The underlying margin in the period fell to 32.8%. This is slightly below our medium-term guidance range but is in line with what we previously said would happen in 2021 as we integrated the RBC, CEES, and INDOS acquisitions.

We've been really pleased with the progress we've made with both. Indeed, we now have SALI making typical JTC margins, and Nigel will talk more about that later. The ICS margin improved again, coming in at 30.2% against 27.9% in 2020. The operational improvement program we put in place is now well advanced and has benefited the business and our margins. Additionally, the acquisitions we made in H2 should be additive to margins in ICS. Part of this is capturing the SALI fund accounting opportunity. To recap, SALI has historically outsourced all fund accounting. The acquisition earn-out was structured to capture an annualized $7 million of revenue from this within 24 months of closing. To date, we have a 100% success rate on conversions, but we are being cautious in our approach, and we're trying to maximize the opportunity.

We're on track to deliver on our 2023 forecasts but believe 2022 will be slightly behind our original expectations. PCS margin has dropped back from 41% to 37.2%, but PCS is very much at the top end of the guidance range. We've always said that a business with a margin above 38% is probably running a little hot, and so we've continued investing in the business. Examples of this include greenfield investment in the U.S. domestic market, as well as bolstering our family office team. We've continued to devote significant time and cost to maintaining a strong relationship with local regulators and ensuring that our staff are comprehensively trained in an industry that's dynamically evolving. Of course, we've invested in onboarding Project Amaro.

If I think about how I expect to see margins evolve, my expectation is that we'll see improvement, but that will stay at the lower end of guidance. That we have been able to grow successfully for many years is because we've never stopped investing in the business. Experience tells us you need to maintain a strong platform to support the future growth of the business. I'm going to wrap up now looking at cash, net debt, and leverage. On slide 11, you can see we had an 87% cash conversion in 2021 within our guidance range. I'm aware this is the lowest we've delivered since listing.

2021 full year cash conversion was a little lower than previous years because of the higher level of organic growth delivered towards the end of the year, particularly in ICS, manifesting itself in a slight buildup in working capital at the year-end. Cash collection in Q1 2022 has been good. With regard to net debt on slide 12, we started the year with net debt at GBP 75.8 million, and by the year-end, this stood at GBP 113.3 million, an increase of GBP 37.5 million. Excluding the cost of acquisitions, we reduced net debt by GBP 50 million in the period, and we used GBP 52.5 million of debt to finance acquisitions.

We now have a debt facility of GBP 225 million, which was secured in October 2021, and there's GBP 69.3 million currently undrawn. Slide 13 provides a detail on our sources and uses of financing in the year and shows that we raised a total of GBP 300.5 million from two separate fundraisers and from securing our new banking facility. We used GBP 104.1 million to repay our old facility, and GBP 9.2 million was spent on costs associated with raising finance. The slide shows how we spent the money on the seven acquisitions we made in the year. Our new facility runs to October 2024 with two 1-year extension options.

We currently pay a margin of 1.9%, and this drops to 1.65% when leverage falls below 2x, which is a good segue to slide 14, my final slide. Leverage at the year-end was 2.34x LTM EBITDA, but that doesn't include a full year of trading for any of the acquisitions we made in 2021. Taking that into account, pro forma net debt was 2x at the year-end. If there are no further acquisitions in 2022, we expect leverage to come down significantly and be below our guidance range of 1.5x-2x by the year-end. I'll now hand back to Nigel.

Nigel Le Quesne
Group CEO, JTC

Thank you, Martin. In a while, I'll give further insight into our Galaxy plan, the progress to date, and how it informs our acquisitions methodology, followed by a case study of the CEES acquisition, which completed last April. Prior to that, we look at the performance of the two divisions and the wider macro environment. As with all businesses, trading conditions were again impacted by the pandemic in 2021, having only started to abate in the early part of this year. Of course, no sooner do we appear to be learning how to live with COVID, but we now have a war in Ukraine, generating more uncertainty and presenting a different set of challenges to consider. As an organization, we're not overly exposed to Russia, the Ukraine or Belarus.

With no operations located there and very few clients exposed to the sanctions and change of sentiment we are experiencing. Stepping back from any particular challenge, however, what is evident from our performance over the pandemic, and indeed earlier world crises, is the resilience of JTC's business model, which has underpinned our 34 consecutive years of success. Outside of these macro global factors, as I've described before, there continues to be a heightened pace of change in the regulatory environment and the scrutiny to which regulated businesses are being subjected. This is driven by pressures placed on local regulators to assert their authority on service providers and take a more prescriptive approach to meet their expectations. This has changed the approach taken from a monitoring and more collaborative environment looking to create and encourage best practice to a more authoritarian fine and censure-based model.

This paradigm shift became more consistent and widespread in 2021 and has required all regulated businesses in our industry to adapt accordingly. In response, and to meet these expectations, we have invested a greater degree of attention on risk management, both within the divisions, our central risk and compliance team, and the management of our regulatory relationships during the year. This has resulted in an additional 22% of spend in this area, which it is worth noting we have absorbed within our margin guidance. We've made good progress in this regard. We do, however, anticipate this will continue to be a key part of our ongoing platform investment for the foreseeable future. Balanced against these headwinds, it should be remembered that the tightening of the regulatory regimes and expectations remains a positive driver for the industry.

It encourages existing and new clients to come to us for more services as experts in these areas, and it is why we believe investing in our regulatory platform is key. It also acts as a barrier to entry to smaller scale providers and is one of several factors contributing to the accelerated consolidation of the industry. It is evident that the rate of consolidation in our industry has escalated in 2021, driven primarily by private equity interest and firepower, which has resulted in higher valuation metrics and leading to our listed peers being acquired by third parties. This acceleration is, of course, an interesting dynamic, and the identity of the acquirers imply a bigger is better approach.

We are acutely aware of the acceleration and have marginally adjusted some elements of our own approach to M&A in Galaxy accordingly, with our goals ultimately remaining the same, to concentrate on quality and to be the best provider of services in the business. Let's turn now to the two divisions. As mentioned, the performance of each has been strong. What is notable about 2021 is the increasing trend towards the interconnectivity between the divisions and the ability to create additional revenue opportunities from their interaction. Looking specifically at each division in turn. The PCS division delivered another year of strong performance with net organic growth of 7.1%, which remains well ahead of industry norms, resulting in their highest ever total of new business wins, which included the Project Amaro mandate.

This preeminent market position is an important driver to our success and leads to our landing a larger proportion of the market opportunities, and we continue to invest to maintain our leadership position by enhancing the team and widening the offering. In particular, we have invested in establishing a U.S. domestic trust business, enhanced our group-wide international tax compliance capabilities, and developed a new in-house group investment advisory initiative. As with all internal investment, this has come at the short term expense and margin. At 37.2%, it remains at the upper end of our established medium-term guidance, and we are confident that all of these investments will help to generate significant future growth, both in the division and the wider group. Turning to ICS, it's been a busy year, resulting in seven new acquisitions and a new award-winning Employer Solutions subdivision.

Pleasingly, the underlying margin for the year was 30.2%, a 2.3 percentage point improvement on the prior year as anticipated. In terms of the inorganic growth activity, the acquisitions completed in 2021 were primarily in the high potential U.S. fund services market. We have also significantly enhanced the development of our U.K. and Irish businesses in terms of scale and capabilities. While these may deliver a slight drag on margin progression as operational and commercial integration work is completed, we are confident that each deal satisfies our 2+2=5 philosophy, enhances the long-term value of the business, and follow the Galaxy plan. To summarize, both divisions are performing and progressing well. 2021 was the first year of our Galaxy era, the latest of our strategic business plans.

In preparing for Galaxy, we established that when assessing the market dynamics, including the long-term macro trends, market size, and target markets, our overarching strategy should be to continue with the general features that led to a successful Odyssey era. With our goals achieved by delivering consistent 8%-10% net organic growth, supported by acquisitions in the markets where we see potential growth. With our plan to achieve this on a 1/3 organic, 2/3 inorganic basis. In the Galaxy era, our goal is to double the size of the group from the end of the Odyssey era. In financial terms to GBP 230 million of revenue and GBP 78 million of underlying EBITDA.

On this occasion, we decided not to put a specific timeframe on the completion of Galaxy, choosing instead to make it goal-driven, ensuring that the business maintained its discipline at all times and kept our long-term goals in mind. Based upon where we are today, however, at the end of the first year, we have made an accelerated start thanks to our M&A activity in 2021. As a result, we currently estimate that this is shaping up as a 3-4-year journey. Turning now to our inorganic growth strategy and methodology. At the origination stage, we establish how the opportunity fits within the Galaxy plan and would add value to the group. In the negotiation phase, establishing what the other party wants to achieve and applying it to the approach taken is essential, with considerations around reputation, price, and post-deal relationships varying enormously.

In particular, price discipline is informed by experience, awareness of the individual markets, and the nuances between the different service lines. Understanding these different factors are key to a successful outcome. This, together with good reputation for honest and straightforward dialogue, underpinned in every case by our Ownership for All credentials, make JTC a popular acquirer. As we've said before, knowing when to say no is key, with only one in 15 of the deals considered being successfully completed. Our expert integration team are made up of long-serving, highly experienced individuals who understand both the strategic imperatives, the well-established group construct, and how and where the new business will fit. This experience allows us to rapidly quantify operational improvements and energize growth initiatives.

The long-term value creation often comes from the cross-pollination of services, driven by ability to benefit from our internal market, and in particular, the banking, investment, and group tax compliance service lines we have created. On the following slide, we have dissected the excellent CEES acquisition, which is now fully integrated and demonstrates the methodology in action. As a quick reminder, the CEES business was the market leading corporate employee and executive services division of RBC. The motivation for the sale, as we understood it, was to reduce down the exposure of the bank to certain geographies and focus on core business. As the nature of the CEES structures was often to provide services across several countries, the practice no longer easily sat within the RBC stable. From the JTC perspective, we had the opportunity to acquire a market-leading employer services division to add to our own.

A business that promotes our own shared ownership credentials with a world-class client base from a quality counterparty. In essence, a great business which was outside of the appetite in its existing environment, was actually a perfect addition and intrinsic to developing the ongoing JTC story. The deal was in effect off-market, and our ability to immediately understand the motivation behind the sale was not driven by price, but corporate reputation, client satisfaction, and team retention enabled us to take a relatively hard line in negotiating terms. This, in turn, allowed us to more easily absorb any significant unforeseen integration costs or challenges which inevitably present themselves in bank carve-out situations, which can lack the transparency of other types of deals, have big firm bureaucracy, and often embedded technological challenges.

It requires a deep understanding of when to listen and agree, and knowing when it is time to push back. The CEES deal has fulfilled our goal for long-term value creation in a number of respects. We were able to acquire this business at an attractive price by understanding the key motivations of the vendor, and by satisfying their need for a no-surprises delivery from an experienced and well-recognized publicly listed institution, protecting the bank's reputation, the blue-chip clients, and the valuable and loyal employee base. The business itself was loss-making in the bank. From our experience of similar deals, there were a number of expenses or cost allocations associated with bank ownership that would not exist or need to be replicated at JTC. We quickly identified a path to GBP 5 million in savings prior to completion.

We also applied our understanding of the book to identify the potential for up to GBP 3.5 million per annum uplift in revenue over time by developing and enhancing the services we had in-house to meet the client base we had inherited. Post-deal and before the year-end, we had improved the margin to a normalized JTC level. We acquired a book of blue-chip clients with up to 30- to 40-year mandates. The sponsoring corporate entities were made up of the who's who of major financial institutions, including 8 of the largest 10 global investment banks and over 20 FTSE 100 companies. Which today make up a good proportion of our global institutional client reference points.

As a business with a top reputation for our own shared ownership credentials, the combination of CEES with our own nascent practice was a perfect fit and allowed us to quickly launch the JTC Employer Solutions practice in our ICS division. The market-leading proposition, and with collateral to match, which already led to several significant new mandates, and we were delighted recently to pick up the ProShare Award for Best Overall Performance in Fostering Employee Share Ownership. The team, who had become accustomed to being non-core in a global bank, were welcomed to JTC as owners and as an essential part of JTC's future with an appetite to grow the practice. The morale improved and re-energized the team, increasing their output, enthusiasm, and creativity. In the final analysis, this case study is a particularly strong example, helping to explain our 2+2=5 effect.

I have been asked on a few occasions how we managed to secure this clearly accretive deal. The truth is, it is JTC's reputation, experience, track record, and capability that got us there. It wasn't luck, and it didn't happen by accident. Finally, on to the key takeaways. 2021 was a very good first year of the Galaxy era, our 34th year of revenue and profit growth. Excellent organic growth, strong performance in line with guidance despite the ongoing macro challenges, and record new business wins and good momentum into early 2022. It was a record year for M&A with seven deals which front-loads the progress of the Galaxy era. All excellent additions to drive long-term success. Finally, we have proved how Ownership for All staff can work in the listed environment, and we're delighted to reward the first-class JTC team with our largest distribution ever.

Turning to 2022. In H1, we are taking time to integrate the five acquisitions from the second half of last year. We will remain, however, active and opportunistic in the M&A market and will no doubt find some interesting deals during the course of the year. In addition, we can see plenty of mileage for organic growth created from the acquisitions made and our core business services development activity. Finally, we maintain those medium-term guidance metrics. Thank you for listening and for your ongoing support. We'll now be happy to take your questions.

Operator

Please now use the Raise Hand feature in the control panel for the opportunity to ask your question live.

Good morning. Thanks very much, and we'll now go to the questions. If I could ask David Brockton from Numis to go first, please. You'll be invited to unmute now.

David Brockton
Equity Research Analyst, Numis Securities

Good morning. Two questions, please. Firstly, there's been, I guess, a growing level of larger mandates that the business is securing. I just wondered if you could sort of characterize the pipeline and sort of the prospects. You know, are there more similar-sized opportunities out there that you're hoping to convert over the sort of the year, the next year or so? That's the first question. Then the second question just relates to the M&A pipeline. You've been busy building out ICS, and it feels like you've been perhaps slightly more organic in terms of prospecting regional expansion in PCS. Just wondering if you can talk about how the M&A pipeline is evolving across both divisions, please.

Nigel Le Quesne
Group CEO, JTC

You're absolutely right, David. I think there's a move towards far larger mandates. This phrase I've used before of lighter operating models for big institutions is definitely what we're seeing in the market, and that can manifest itself both in M&A and in sort of outsourcing type services or white labeling and I can run through each of those to a large degree. In terms of what we see coming forward, I think there'll be more of that. I think that will continue to happen. We're really working very hard on the Project Amaro mandate at the moment, which is a white labeling of services there. We can also see other financial institutions looking geographically to share particular services as we go along.

Not actually aware necessarily at the moment of a deal, particularly from a financial institution that is attracting particular attention. There was one we looked at last year, which you may recall. We sort of raised fundraising in the early part of last year thinking that that may come through. That hasn't actually transacted yet, which tells you, I think that we were right to walk away from it at the time we did, because I didn't think that institution was ready to do that work. Yeah, we see plenty, and I think it will continue to happen.

In terms of ICS and PCS growth, quite right, we can see plenty to go for in the U.S. on the PCS side in terms of the domestic market, and we'll be delighted to eventually get that regulatory approval to be able to do that from Delaware, which we're waiting at the moment. In the meantime, we're seeing plenty on the international side in that regard. From an institutional perspective, I think we were talking about becoming experts in the fields that we're in. I think what we've done is added a whole lot of new services, depository, ManCo, and the like, ESG-related services. Really, really pleased with the progress made there as well.

This year, I suspect, although we're taking time to bring the five sort of businesses through from the back end of last year, we're seeing a little bit of activity on the private client side, actually. Although the seven deals we did last year were all ICS related, it wasn't necessarily by design. I think things just turned out that way for us. As it happens, we're seeing the balance swing back again towards PCS this year.

Operator

Super. Thank you very much. Thanks, David. The next question is from James Baylis, please.

Speaker 8

Hi. Brilliant. Thanks. Just two questions on M&A. I think in the presentation you mentioned the fact you've marginally adjusted your approach to M&A in light of the accelerated consolidation in the industry. Are you able to give any kind of further detail on what those adjustments are? Is that a change in kind of deal structure or pricing considerations? Question number two, how should we think about margin progression for the acquisitions you made last year? Obviously, it's fair to say that group margins are slightly suppressed due to the M&A, and then there's kind of focus on integrating acquisitions for half one 2022. Should we think about those acquisitions kind of being at their kind of full rate margins by the end of half one 2022?

Will it take a bit longer, kind of beyond that integration period for you to unlock their full potential?

Nigel Le Quesne
Group CEO, JTC

I think what we've decided to do, really looking at the rate of economy, there's still sort of between 2,000-3,000 businesses that are potential acquisition targets for a business like ours. That's not even extending out the range to sort of, first cousin type services, all of which can happily sit alongside us. What we have done, to some degree, is move slightly away from smaller, sort of single jurisdiction business attention to those that are slightly larger, multi-jurisdictional, have similar footprint and so on in our search. Mainly because I think, you know, the deals take the same amount of time to deliver. You know, we can see one or two businesses in that space who equally will be feeling that, the big firms are getting bigger.

Therefore, having a business like JTC come in and acquire them may be a better move than some of the other options that are out there for them. That's the sort of marginal change we've made, but always keeping long-term value in mind and, you know, making sure we don't buy anything that doesn't suit us or affects our culture negatively. In terms of the margin progression during the course of the year, maybe Martin will pick that part up.

Martin Fotheringham
Group CFO, JTC

Hi, James. I think from a margin perspective, ICS is on a good track, and we bought some businesses towards the back end of last year with strong margins. I think what we're planning on doing though is using those businesses to continue to invest in the business. Likewise, Private Client Services we have invested in. We will continue to invest in. From a margin perspective, I would expect to see it tick up, but no, I wouldn't expect to see it go flying up towards the top of the range because, you know, as we always say, we want to continue to invest. I think if we do continue to invest, we can get the margin to keep moving upwards, but we can also drive really strong organic growth.

We've been really pleased with where we ended up this year, and we can see lots of opportunities for this year and going forward for that organic growth. Continuing to invest in the business is really important contributor to that.

Operator

Great. Thank you very much. The next questions we'll take are from Rob Plant at Panmure, please.

Robert Plant
Executive Director, Panmure

Morning, Nigel and Martin. ICS looks like it had a very strong finish to the year, 5.9% organic growth. H1 looks like it was around 17% in the second half, even while the second half was very much focused on acquisitions. I wondered, were there any special circumstances behind that?

acceleration in organic growth, and how should we think about that continuing into this year? Thanks.

Nigel Le Quesne
Group CEO, JTC

Hi, Robert. Now, I don't think we're at any special circumstances. I do think in general terms, second half of the year was less COVID affected than the previous period, and you probably saw that in other results or the other results that have been reported. We would suggest that there was a sort of off the break slightly for the follow-on investment from funds and launching of new funds and so on. I think that probably explains the effect in ICS in particular. Because these mandates are so lumpy these days, you know, you can have one or two or three things happen in one period or, you know, whereas you only get one or one that you'll be aware of will flip into the next period.

No particular science around that, but I think that's the way it just played out for ICS last year.

Operator

Super. Thanks, Robert. Next question is to come from Daniel Cowan, please, at HSBC.

Daniel Cowan
UK MidCap Equity Analyst, HSBC

Morning. Thanks for the presentation. I've got one question, please. In your release this morning, you've mentioned some new initiatives around business development and financial controlling. I was just wondering if you can give us a bit more detail on that, particularly around the business development side of things. What are you looking to do there? Yeah, just a bit more detail around that, please. Obviously anything key-related to cost that might need to be taken into account.

Nigel Le Quesne
Group CEO, JTC

What we've got as an organization, which we'll be developing over time, is a whole lot of banking related services, sort of treasury, custody, investment monitoring, investment advisory type services. Those will be developing over time and fit very nicely with, for example, some of the CEES clients that we brought into the business. We can in effect, make an internal market and take a greater share of wallet from those sort of clients and indeed more widely from that. I think that might be what we're alluding to there. If I've got that wrong, Dan, or if that's not where it appears for you, just please let me know.

Daniel Cowan
UK MidCap Equity Analyst, HSBC

Thanks, Nigel. That's good enough for me.

Nigel Le Quesne
Group CEO, JTC

Thank you.

Super. Thanks, Dan. Can we go to Vivek Raja from Shore Capital next, please.

Vivek Raja
Equity Research in Financial Companies, Shore Capital

Hi. Good morning, chaps. Thanks for the presentation, and thanks for allowing me to ask questions. I've got a couple of things I wanted to ask. First one, hopefully relatively simple. That is, Nigel, you alluded to the pace of the regulatory environment, or the pace of change accelerating there. You described, you know, the regulatory approach being a little bit more prescriptive rather than collaborative. I just wondered, is that anything to do with the fact that you are going for larger mandates? Is that where that sort of regulatory intensity you're feeling that at a sharper level? The second question is around margins. There have been a couple of questions around this already. I just wanted to sort of put you on the spot a little bit, I suppose. What are you expecting in terms of margin evolution?

You alluded to the operational improvement program and talks about how that might offer some more implicitly some savings. I'm conscious that the SALI addition is very high in margins. How does that feature into how you see margin evolving? I appreciate you've highlighted today you're investing across the business. How does that feature here? Just looking at the sort of numbers in the Galaxy slide and just doing a very simple, perhaps dumb calculation, it looks like an EBITDA margin above 34%. Martin, you talked about margin ticking up this year. I just wanted to ask you, are you happy with where consensus is for 2022? As I see it, consensus 2022 is on 34.7% in terms of EBITDA margin.

Is that the sort of tick up you're alluding to? What should we expect in terms of the outer years of forecast, say 2024, how that margin's going to evolve? I appreciate it is difficult because of, you know, the fact there may be more M&A along the way. I've sort of pointed out some of the moving parts to consider in that margin evolution story. I just wondered if you could comment on those. Thanks.

Nigel Le Quesne
Group CEO, JTC

Okay. Let me just deal with the regulatory piece first off with that. It's certainly across the industry. It's not specific to us. What I would say is that the industry's quickly forming into sort of depending on which regulator you're talking about, like a big five. I remember having this. We were one of the big five. It was a comment I got from a regulator and with the sort of message behind that of, you know, we're part of a hunt process. I think it makes sense. What's happening is these, the OECD and Moneyval are looking to the regulators to assess them and work out whether they're adequate or not.

The message they're getting is, if you don't fine and censure people, then you're not doing a great job of it, which for what it's worth, I don't think it's necessarily the right answer. What that's leading to is them in turn looking to find reasons to write some tickets, for want of a better phrase. The whole industry is feeling that heat, and it's right across the industry. I think the bigger you are, the bigger target you are, the more business you write and the more jurisdictions you're in. I guess you're more likely to draw that sort of attention. You know, we're very proud of the fact that we've got a really good record as regards to those. You know, we have...

I think we spent 22% more, as I mentioned before, in that part of the business and almost to slightly address part of your the next point. Now, that's all been absorbed within our margins. What we do is we, you know, we try and invest as we go in the business. That's why we give margin guidelines rather than specifics because it's much easier for us then to be able to turn attention with regard to what and how we're spending our monies to the right parts of the business at the right time. I know that doesn't completely answer it, but that sort of goes to some degree.

It's slightly more detailed than that as well because there's also a sense that a lot of the best regulatory people are actually ending up in industry and of course with inexperienced regulators who in effect have the ability to fine, which is a dangerous combination of the two things. Yeah, it's a tough time. I've seen some news of late that might suggest this might get a little bit better. We're in really good shape. I think we've done most of our upfront work on this, continue to develop it becomes really important over time. Just back to the margin evolution. I'll let Martin pick this up, there are some strong selling margins, service margins becoming strong as well.

Blueprint exercise we've sort of undertaken and continue to incrementally bring into the business. All are positives. Perhaps a bit more spend in risk and regulatory. A bit, a little bit more difficult, possibly as, you know, as you build out the domestic market in the U.S., that might take a little bit longer to get off the ground. There's pros and cons, balances, and there's also optimists and pessimists. I'll pass over to Martin now, but, you know, we're expecting it to be within the range, put it that way. I'll let Martin comment now.

Martin Fotheringham
Group CFO, JTC

Hi, Vivek. I think the consensus for 2022 we're comfortable with. I think although we say that the range is 33%-38%, that doesn't mean that we think we're going to chase the business up to 38%. We could do that, but I don't think that the organic growth would come through going forward. Our view is that if any one division is up at 38%, then that's going great and it's about where it should be. It probably still means that there needs to be investment. I can look at things like SALI, you're right, it does have a great margin, which is fantastic. Undoubtedly, there are additional costs that come in when you buy businesses like that. You have to harmonize payrolls, things like that. But again, we just absorb all of that.

There's lots of things that we're doing in the ICS business by way of investment as well. Governance services, ESG offering. We're also close to getting an additional license in Ireland as well. All these things take investment up front, and that's where the guidance range really comes in for us. 2022 I think is fine. I would say that the margin would stay at about that level going forward. Somewhere about 34%-35% would be what we'd expect to see going forward, absent any acquisitions of course.

Operator

Super. Thanks very much. We've got four minutes left. We've had a question come in on the chat, which I think, there's no more hands up, so we'll make that the final one. The question is from Michael Donnelly at Investec, who asks, "What EV/EBITDA multiples do you think private equity is currently paying for acquisitions, and what do you think that figure was a year ago?

Martin Fotheringham
Group CFO, JTC

Thanks for the question, Michael. Well, obviously, we've seen at the larger end of the scale some fairly significant multiples being paid for businesses of a similar size to ours. In terms of, I suspect also in bolt-on and other sort of other reasonable-sized business acquisitions, I think they're probably chasing the prices up. It'll be slightly different between the institutional businesses and the private client businesses. I've got to say, however, there is still plenty out there and there's plenty to go for. There are other ways, you know, to acquire businesses without getting caught in the sort of any inflationary spiral that's coming with the private equity interest in the space.

We're not from a JTC point of view, we think we can find value regardless of whatever the market may or may not be doing at any one point in time. It's fair to say that most likely, multiples have probably gone up by, say, 2 times on a more sort of general size deal over the course of the last 12-24 months.

Operator

Thanks very much. That brings us up to time. Thank you very much to everyone who's dialed into the presentation today. A copy of the presentation, including the audio and the slides, will be placed on the JTC website later. Thanks very much.

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