Jupiter Fund Mgmt - Acquisition of CCLA Investment Management Limited

RNS Number : 5230Q

Jupiter Fund Management PLC

10 July 2025

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

Jupiter Fund Management plc
Acquisition of CCLA Investment Management Limited

The Board of Jupiter Fund Management plc ("Jupiter" or the "Group") is delighted to announce that it has agreed to acquire CCLA Investment Management Limited ("CCLA" and the "Acquisition", respectively), subject to receipt of customary regulatory approvals.

•	CCLA is the UK's largest asset manager focused on serving non-profit organisations, managing more than £15¹ billion in assets under management ("AUM") on behalf of charities, religious institutions and local authorities.
•	The Acquisition is highly compelling from strategic, cultural and financial perspectives, delivering progress against multiple objectives.
•	As well as the highly recognised and respected CCLA brand, the investment teams and client engagement model will be preserved, to ensure their clients continue to receive the consistent, high quality client service that they expect.
•	The Acquisition marks a significant step forward in delivering on Jupiter's key strategic objective of increasing scale, specifically within its home market of the UK. It also opens up a new client channel and provides complementary investment expertise with a high degree of cultural alignment.
•	Jupiter has agreed to acquire the entire issued share capital of CCLA for consideration of £100 million, subject to customary post-closing adjustments, funded entirely from existing balance sheet cash resources.
•	The Acquisition is expected to be materially accretive to management fee earnings per Jupiter share from day one, with further accretion over time as synergies are delivered. The initial target for run-rate cost synergies on a fully integrated basis is at least £16 million per annum and this target is expected to be fully realised by the end of 2027.
•	Following Jupiter's announcement on 22 May 2025 identifying further cost efficiency opportunities, the Acquisition is another step towards delivering the Group's medium-term target cost:income ratio of 70%.
•	Jupiter today also announces a proposed update to its capital allocation policy, with a further capital distribution planned in respect of 50% of performance fee-related revenue generated in FY 2025.

Matthew Beesley, Chief Executive Officer of Jupiter, said: "CCLA is the leading asset manager in the UK for the non-profit sector, providing exemplary client service and high-quality investment outcomes for charities, religious organisations and local authorities, and we are delighted that they will become part of Jupiter. The market-leading and well-respected CCLA brand will be maintained and we will together continue to deliver the same exemplary levels of service to CCLA's clients.

This Acquisition helps us to increase scale in our home market of the UK, where Jupiter is already a leading player, without any disruption to our existing clients. It opens up a new client segment for us, broadening our appeal to a range of charitable and religious institutions, both in the UK and internationally, while also allowing us to expand our existing presence in the UK Local Authority sector. Importantly, Jupiter and CCLA share a common set of values, and each has a client-centric culture and history of focusing on active and differentiated investment solutions."

Peter Hugh Smith, Chief Executive of CCLA, said: "We are delighted to be becoming part of Jupiter, a leading active asset manager, with strong roots in responsible investment and a shared investment culture and client-centric approach. Through this partnership, our clients will continue to receive the same market-leading client service and relentless focus on strong, sustainable investment returns. At the same time, we will now benefit from Jupiter's technology and operational infrastructure, its broad range of investment capabilities and extensive global distribution footprint. We are grateful for the trust placed in us by our clients over the last six decades and I, along with my senior management team, now look forward with renewed confidence to what can be achieved in the years to come."

Key terms of the Acquisition

•	Jupiter has agreed to acquire the entire issued share capital of CCLA for consideration of £100 million, payable on completion and subject to customary post-closing adjustments. This will be funded entirely from existing balance sheet cash resources and no new equity or debt will be issued.
•	The Acquisition terms include downside protection through a purchase price adjustment mechanism linked to changes in CCLA's run-rate revenues between signing and completion.
•	Completion of the Acquisition is subject to obtaining customary regulatory approvals and is expected to occur before the end of 2025.

A clear strategic rationale

•	The Acquisition marks a significant step forward in delivering one of Jupiter's key strategic objectives of increasing scale. With almost 75% of the combined Group's £59 billion of AUM (as at 31 March 2025) sourced from clients based in the UK, it reinforces the Group's position as a leading player within the UK active asset management sector.
•	It broadens Jupiter's appeal by opening a significant new client channel in which it has had no presence to date, namely UK-based non-profit institutions, including charities, Church of England and other faith-based investors. It also brings relationships with local authority and public sector clients, a segment in which Jupiter has a select number of long-standing relationships.
•	It delivers a range of complementary investment expertise. The combined Group will total over £59 billion of AUM, with greater diversification across investment strategies, including benefiting from a successful and highly scalable multi-asset platform.
•	CCLA has consistently delivered strong organic growth. It has generated net inflows into long-term funds each of the last 15 calendar years, with cumulative net inflows of £4.3bn since 2015 (excluding short duration and money market funds, and segregated mandates). Total AUM has grown materially, with a CAGR of over 10% since 2015.
•	CCLA benefits from a loyal and stable client base. Client turnover has consistently been lower than its comparable peer group and a number of CCLA's clients have been with the business since its inception in 1958.

Strong client and cultural alignment

•	Jupiter and CCLA share a clear purpose and a highly client-centric culture, with long track records in active asset management and delivering positive investment outcomes for clients.
•	CCLA's trusted and market-leading brand will be preserved and strengthened. In order to maintain CCLA's collaborative and inclusive culture, and to ensure that there is no negative impact on their clients, CCLA's investment management team and client engagement model will remain unchanged following the Acquisition.
•	CCLA has been a pioneer in ethical and responsible investing, with market-leading sustainability and stewardship credentials. Its institutional-quality investment processes have been designed to meet the distinct needs of its ethically and sustainability-focused clients and these will also remain unchanged.
•	Over time, CCLA's clients are expected to benefit from migration onto Jupiter's highly scalable operational platform, in such a way that there will be no disruption to clients of either firm.

Compelling financial rationale

•	The Board of Jupiter believes that the Acquisition is highly attractive from a financial perspective.
•	The Acquisition is expected to be materially accretive to management fees earnings per share from day one, with accretion improving as synergies are delivered.
•	CCLA has historically delivered growing revenues and stable operating profits. For the financial year ended 31 March 2025, CCLA generated £66 million of revenue and just under £13 million of underlying operating earnings. These results have been delivered through growth in AUM, including consistent net inflows, at relatively stable net management fee margins. More details on CCLA's financial results, including their draft unaudited results for FY25, can be found in Appendix 1.
•	Jupiter has identified an initial target of run-rate cost synergies of at least £16 million per annum, which are expected to be fully realised by the end of 2027 and which will be delivered in such a way that they will not negatively impact the client experience.
•	One-off cash costs borne by Jupiter to achieve the anticipated savings are estimated at approximately £17 million in aggregate, net of tax, to be incurred over the four years following completion of the Acquisition.
•	CCLA is expected to be acquired with a pro-forma tangible net asset value of approximately £26 million.
•	These financial benefits are additional to the initial target of at least £15 million of run-rate cost savings announced on 22 May 2025, further supporting the delivery of the Group's target 70% cost:income ratio in the medium term.

Update to capital allocation framework

•	Alongside the Acquisition, Jupiter also announces an update to its capital allocation policy.
•	In addition to the ongoing ordinary dividend, which is set at 50% of pre-performance fee earnings, the Group also intends to return 50% of performance fee-related revenue generated in respect of FY 2025 in the form of either, or both of, a special dividend or an additional share buyback programme, subject to shareholder approvals. If performance fees had crystalised as at 31 May 2025, Jupiter would have recognised performance fee revenue of £54 million.
•	The Group will also continue with its previously announced and ongoing share buyback programme, which permits up to 3% of issued share capital to be bought back.
•	This return of surplus capital is consistent with Jupiter's capital allocation policy to distribute capital to shareholders which is surplus to the requirements of the business on a periodic basis.
•	Following the Acquisition, the Group will continue to maintain a strong balance sheet with regulatory capital expected to be in excess of 2.5 times the regulatory capital requirements following the completion of the Acquisition.

Next steps

Completion of the Acquisition is subject to the satisfaction (or, where permitted, waiver) of certain conditions, including relevant regulatory approvals. The timing of the satisfaction of certain of the conditions to completion is therefore uncertain, but it is currently expected that completion will occur before the end of the calendar year.

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019) ("MAR"). Upon publication of this announcement, this inside information will be considered to be in the public domain. The person responsible for making this announcement on behalf of Jupiter is Helen Archbold, Company Secretary.

Note 1: AUM data as at CCLA financial year end of 31 March 2025

For further information please contact:

Jupiter
Alex James - Investor Relations	+44 20 3817 1636
Victoria Howley - Media relations	+44 20 3817 1657

Fenchurch Advisory Partners	+44 20 7382 2222
(Financial Adviser to Jupiter)
Vincent Bounie
Philip Evans

Edelman Smithfield
(Financial Communications Adviser to Jupiter)
Andrew Wilde	+44 7786 022 022

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with MAR and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.

Forward-looking statements

Certain statements in this announcement are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Jupiter and CCLA about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Jupiter and CCLA or the combined Group (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Jupiter and CCLA believe that the expectations reflected in such forward-looking statements are reasonable, Jupiter and CCLA can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

Neither Jupiter and CCLA, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Jupiter nor CCLA is under any obligation, and Jupiter and CCLA expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the combined Group, Jupiter and/or CCLA for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of Jupiter or CCLA.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Disclaimer

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the FCA in the UK, is acting as financial adviser exclusively for Jupiter and no one else in connection with the Acquisition and will not be responsible to anyone other than Jupiter for providing the protections afforded to clients of Fenchurch or its affiliates, or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

FURTHER INFORMATION

Information on CCLA Investment Management

Founded in 1958, CCLA is the UK's largest asset manager targeting non-profit organisations. CCLA provides investment management products and services to charities, Church of England organisations, the public sector and retail clients, through investment expertise covering a range of asset classes including multi-asset strategies, equities, property, short duration and money market funds.

CCLA's purpose and objective is to help clients meet their long-term financial objectives by investing their assets in adherence to their specific ethical and risk-level requirements. Whilst it mainly operates pooled funds, CCLA also provides segregated portfolio management for larger clients, supported by c.87 FTEs within Investment, Sustainability and Client Group roles. It is the UK's largest manager of charity assets, with a c.10% market share. It also has a c.67% market share of Church of England assets (excluding Church Commissioners and Church Pension Board). It is based in London.

As at 31 March 2025, CCLA had total AUM of £15 billion.

Information on Jupiter

Jupiter is a specialist, high-conviction, asset management business, offering a range of actively managed strategies to clients globally. Jupiter manages assets across Equity, Fixed Income, Multi-Asset and Alternative strategies and aims to create a better future for clients through active investment excellence.

Jupiter is a market leading asset manager in the UK mutual fund market based on the size of its AUM and gross sales, its strong investment performance track record, the strength of its brand and presence in key distribution channels. It is supported by 124 investment management professionals. It manages assets on behalf of both the retail, wholesale and investment trust channel, as well as on behalf of Institutional clients. As at 31 March 2025, approximately 79 per cent of Jupiter's AUM was in mutual funds, the majority of which are open-ended funds directed towards investors through intermediated distribution channels in the UK, EMEA, Asia and Latin America. Jupiter has offices in the UK, continental Europe and Asia.

As at 31 March 2025, Jupiter had total AUM of £44 billion.

Appendix 1

Financial results for CCLA

Financial results for the financial year ending 31 March 2025 are draft and are currently unaudited.

Summary P&L and key metrics (£m)

£m	FY Mar-23	FY Mar-24	FY Mar-25	Annualised run rate
Net revenue	59.0	60.9	65.7	66.0
Compensation costs	(31.4)	(32.8)	(35.1)	(34.1)
Non-compensation costs	(15.6)	(17.2)	(17.8)	(20.5)
Total expenses	(47.0)	(50.0)	(52.9)	(54.6)
Underlying operating earnings	12.0	10.9	12.8	11.4

AUM (£bn)	13.5	14.5	15.0
Net flows into long-term funds (£m)	285	104	215
Management fee margin (bps)	44	43	44
Average FTEs	176	187	184
Cost:income ratio	80%	82%	81%

Note that CCLA's financial year end is 31 March. CCLA reports under FRS 102 whereas Jupiter reports under IFRS. No material differences are anticipated to arise as a result of this difference in reporting regimes.

FY23 and FY24 numbers have been restated from CCLA's annual report and accounts to exclude any material non-recurring costs and are presented in a format consistent with Jupiter's financial results.

FY25 financials for the year ending 31 March 2025 are in draft form and are currently unaudited.

Annualised run rate financials are based on run rate revenues and AUM as at 1 April 2025. Cost assumptions include inflationary impacts and adjustments for expected reduction in VAT recovery due to fund restructurings.

Net flows refer to long-term funds and exclude short duration funds, money market funds and segregated mandates.

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