REG - Centaur Media PLC - Conditional agreement for the sale of The Lawyer

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RNS Number : 9410Y  Centaur Media PLC  11 September 2025

Centaur Media plc

Incorporated in England and Wales

Registration number: 04948078

LEI: 2138005WK87G7DQRQI62

ISIN: GB0034291418

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

11 September 2025

 

Centaur Media Plc

 

Conditional agreement for the sale of The Lawyer

 

The Board announces that the Group has signed a sale and purchase agreement
with Lighthouse Bidco Limited (the parent company of Legal Benchmarking
Limited) for the sale of Thelawyer.com Limited, being the operating company of
The Lawyer for an enterprise value of £43 million.

Transaction Highlights:

 ·         The enterprise value of £43 million represents a multiple of 16 times FY24
           Operating Profit

 ·         The consideration for the Transaction is calculated on the basis of an
           enterprise value of £43 million on a cash free, debt free basis, subject to
           customary adjustments in respect of working capital and cash profits to
           Completion

 ·         The Transaction follows the sale of MiniMBA by the Group which completed on 18
           July 2025. Both disposals are a consequence of the announcement on 12 December
           2024 stating that, led by Martin Rowland, Executive Chair, the Board were to
           review Centaur's business operations and strategy and to maximise shareholder
           value

 ·         Unlocks significant shareholder value and provides cash to the Group for the
           benefit of all stakeholders. On receipt of the net proceeds from the
           Transaction, the Board intends to consult shareholders on the approach to
           return cash to shareholders. As at the close of business on 9 September 2025,
           the Group had net cash(1) of £24.5 million

 ·         The Board views Legal Benchmarking Group as a compelling strategic acquirer
           of, and suitable custodian for, the employees and customers of The Lawyer for
           the next phase of its growth journey

 ·         Completion is expected to occur around the start of October, subject to the
           Conditions as outlined in this announcement.

This summary should be read in conjunction with the whole of this
announcement, including its Appendices. Certain capitalised terms in this
announcement bear the meanings set out in Appendix 4.

Martin Rowland, Executive Chair of Centaur, commented:

"Today's announcement represents a further significant milestone in Centaur's
pursuit to maximise shareholder value. The Transaction follows the sale of
MiniMBA which completed on 18 July 2025 and the previously announced review of
the Group's operations and strategy with a fundamental part of this review
being to address the Board's desire to realise Centaur's potential and to
maximise shareholder value."

Use of proceeds

Following Completion, it is the Board's intention to use the net proceeds from
the Transaction to return capital to shareholders and will consult with
shareholders before deciding how the proceeds will be returned. The quantum,
timing and form of any such return of capital shall be at the discretion of
the Board. Further details will be announced in due course.

Next steps and timetable

Completion is conditional, inter alia, on the Purchaser completing the
draw-down of funds for the Transaction.

Completion is expected to take place around the start of October and the Group
will make further announcements in due course.

(1) Net cash is the total of cash and cash equivalents and short-term
deposits.

Enquiries

Centaur Media plc

Martin Rowland, Executive
Chair
 
                020 7970 4000

Simon Longfield, Chief Financial Officer

 

Singer Capital Markets - Broker

Phil Davies
 
 
 
020 7496 3000

James Fischer

 

About Centaur

Centaur is an international provider of business information, learning and
specialist consultancy within the marketing and legal professions that
inspires and enables people to excel at what they do, to raise their
aspirations and to enable our clients to deliver better performance.

 

Further Information

Background to and reasons for the Transaction

About The Lawyer

The Lawyer is the most trusted brand for the legal profession and a leading
provider of information to the global legal market delivered via a scalable
digital platform and events portfolio. The Lawyer has built on its 38-year
heritage of delivering incisive commentary and cutting-edge analysis of the UK
legal market, continuing to broaden its offering to develop a more
international business providing data-rich market intelligence to the world's
largest law firms. This privileged position enables it to connect law firms
with the in-house legal community in a unique way.

In 2024, The Lawyer continued to grow its offering with data-led customer
offerings and product development for the top 100 law firms in the UK and US
and increase its footprint in the European market. This was enabled by ongoing
investment in research and data skills.

The Lawyer had another year of strong performance in 2024 with 7% revenue
growth. Premium Content revenue grew by 11% due to corporate subscription
renewal rates of 111%, supported by its market reports, data and analysis, and
litigation tracker. 93% of the top 50 UK and top 50 US law firms in London
have subscriptions. The Lawyer also added 84 new corporate subscription
accounts in 2024 generating an increase in new business billings of 59%, by
developing new content and data-led insights including expansion
geographically developing data and content for the Top 50 European law firms.

Events revenue in 2024 was up 17% year-on-year due to increased sponsorship
and delegate numbers as well as the introduction of new events that resonate
with customers, such as the Legal Transformation Summit and Horizon Live.

Effect of the Transaction on the Group

Following Completion, the Group will no longer receive the profit and cash
contributions that The Lawyer has made to its consolidated financial
performance. The Continuing Group following Completion will consist of seven
marketing brands - Marketing Week, Festival of Marketing, Creative Review,
Econsultancy, Influencer Intelligence, Fashion & Beauty Monitor and
Foresight News - supporting the marketing sector.

With the ability to make centralised cost savings during H2 2025, the Board
believes the Group is well-positioned to continue enhancing the reputation of
its brands to maximise shareholder value while remaining our customers'
partner of choice for business intelligence and specialist consultancy in the
marketing sector.

Further details of the Transaction

Further details of the principal terms of the Transaction are set out in
Appendix 1 to this announcement.

The Transaction, because of its size in relation to Centaur, constitutes a
'Significant Transaction' for the purposes of the UKLRs and is therefore
notifiable in accordance with UKLR 7.3.1R and 7.3.2R. In accordance with the
UKLRs, the Transaction is not subject to shareholder approval.

Board's views on the Transaction

The Board believes that the Transaction represents a positive outcome for all
stakeholders, delivering substantial cash consideration, fully reflecting the
intrinsic value of The Lawyer and providing strong foundations that will
underpin the future strategy of the Continuing Group. Therefore, the Board
believes that the Transaction is in the best interests of Centaur's
shareholders as a whole.

IMPORTANT NOTICES

This announcement has been issued by, and is the sole responsibility of,
Centaur.

This announcement contains inside information as defined under assimilated
Regulation (EU) No. 596/2014 which is part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("MAR").
The person responsible for arranging the release of this announcement on
behalf of Centaur is Martin Rowland.

No offer or solicitation

This announcement is not a prospectus and does not constitute or form part of
any offer or invitation to purchase, acquire, subscribe for, sell, dispose of
or issue, or any solicitation of any offer to purchase, acquire, subscribe
for, sell, dispose of or issue, any security.

Overseas jurisdictions

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable restrictions or
requirements. Any failure to comply with these restrictions may constitute a
violation of securities laws of any such jurisdictions. To the fullest extent
permitted by law, Centaur's disclaims all and any responsibility or liability
for the violation of such restrictions by such persons.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'anticipates', 'targets', 'aims',
'continues', 'expects', 'intends', 'hopes', 'may', 'will', 'would', 'could' or
'should' or, in each case, their negative or other variations or comparable
terminology.

These forward-looking statements include matters that are not facts. They
appear in a number of places throughout this announcement and include
statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's and, following
Completion, the Continuing Group's results of operations, financial condition,
prospects, growth, strategies and the industries in which the Group and,
following Completion, the Continuing Group operate. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances.

A number of factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking statements,
including, without limitation: conditions in the markets; the market position
of each of the Group and, following Completion, the Continuing Group;
earnings, financial position, cash flows, return on capital and operating
margins of the Group and, following Completion, the Continuing Group;
anticipated investments and capital expenditures of the Group and, following
Completion, the Continuing Group; changing business or other market
conditions; and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the plans and events
described herein. Forward-looking statements contained in this announcement
based on past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. Subject to any
requirement under the UKLRs, the FCA's Disclosure Guidance and Transparency
Rules or any other applicable law or regulation, neither Centaur nor Singer
Capital Markets or any other adviser of Centaur undertakes any obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should not place undue
reliance on forward looking statements, which speak only as of the date of
this announcement.

No profit forecast

Nothing in this announcement is intended as a profit forecast or estimate for
any period and no statement in this announcement should be interpreted to mean
that earnings or earnings per share or dividend per share for Centaur for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share or dividend per share for
Centaur.

Rounding

Certain figures included in this announcement have been rounded. Accordingly,
figures shown for the same category may vary slightly and figures shown as
totals may not be an arithmetic aggregation of the figures that precede them.

 

APPENDIX 1 - PRINCIPAL TERMS OF THE TRANSACTION

Parties and structure

The Transaction is governed by the Share Purchase Agreement. Pursuant to the
Share Purchase Agreement and subject to the Conditions outlined below, the
Group has agreed to sell, and the Purchaser has agreed to purchase, all of the
shares of Thelawyer.com Limited.

Conditions to Completion

Completion is subject to the Purchaser completing the draw-down of funds for
the Transaction (the "Financing Condition"). Completion is also subject to the
Group and the Purchaser having delivered certain deliverables prior to or on
the date of Completion.

If the Financing Condition has not been satisfied or (where applicable) waived
within 20 business days of the date of the Share Purchase Agreement (8 October
2025) (or such later date as the parties may agree), the Share Purchase
Agreement shall terminate and Completion will not occur.

The Group has also provided customary undertakings relating to the operation
of The Lawyer in the period pending Completion.

Consideration

The consideration for the Transaction is calculated on the basis of an
enterprise value of £43 million on a cash free, debt free basis, subject to
customary adjustments in respect of certain amounts such as working capital
and cash profits to Completion.

Warranties and indemnities

The Group is providing customary business warranties pursuant to the Share
Purchase Agreement relating to the business and assets of The Lawyer.

The Group has given certain fundamental warranties pursuant to the Share
Purchase Agreement relating to matters such as its title to the share capital
of The Lawyer.

The Group is also giving certain warranties and indemnities in respect of tax
pursuant to the Share Purchase Agreement.

The Share Purchase Agreement limits the liability of the Group for claims in
respect of the business warranties and the tax deed to £1, except in the case
of a claim arising out of fraud or fraudulent concealment by the Group or in
relation to group tax relief.

Other matters

The Group has provided certain non-compete undertakings not to be engaged or
concerned or interested in any business competing with the business that is
the subject of the Transaction within three years, as well as non-solicit
undertakings regarding customers and employees of the business that is the
subject of the Transaction.

Governing law and jurisdiction

The Share Purchase Agreement is governed by English law and the parties have
agreed that the courts of England shall have exclusive jurisdiction to hear
and decide any dispute in connection with the Share Purchase Agreement.

 

APPENDIX 2 - HISTORICAL FINANCIAL INFORMATION RELATING TO THE LAWYER

INCOME STATEMENT FOR THE LAWYER FOR THE YEARS ENDED 31 DECEMBER 2023 AND 31
DECEMBER 2024

                      Year ended 31 December (unaudited)
                      2024                2023
                      £m                  £m

 Revenue              8.9                 8.4
 Net operating costs  (6.3)               (5.7)
 Operating profit     2.6                 2.7
 Net finance income   0.3                 0.4
 Profit before tax    2.9                 3.1
 Tax                  (0.7)               (0.8)
 Profit after tax     2.2                 2.3

 

BALANCE SHEET FOR THE LAWYER AT 31 DECEMBER 2024

                                       As at
                                       31 December 2024
                                       (unaudited)
                                       £m
 Non-current assets
 Goodwill                              1.1
 Other intangible assets               0.3
 Deferred tax                          0.0
                                       1.4

 Current assets
 Trade and other receivables           0.7
 Amounts owed from group undertakings  3.7
 Cash and cash equivalents             0.2
                                       4.6
 Total assets                          6.1

 Current liabilities
 Trade and other payables              (0.2)
 Deferred income                       (3.2)
                                       (3.4)
 Net current assets                    1.2

 Non-current liabilities
 Deferred tax                          (0.0)
                                       (0.0)

 Net assets                            2.6

 Equity
 Share capital                         0.0
 Other reserves                        0.2
 Retained earnings                     2.4
 Total equity                          2.6

 

Basis of preparation

The unaudited historical financial information relating to The Lawyer has been
extracted without material adjustment from the schedules that support the
audited consolidated financial information of Centaur as at and for the two
financial years ended 31 December 2024. Group overhead costs have been
allocated to The Lawyer on an appropriate basis, depending on the nature of
the costs, including in proportion to revenue or headcount.

The unaudited historical financial information of The Lawyer as presented has
been prepared using the accounting policies of Centaur, as adopted in the
published consolidated financial statements for each of the financial years
presented. These accounting policies comply with UK-adopted International
Accounting Standards. The Directors consider that this approach provides a
reasonable basis for the presentation of the unaudited historical financial
information for The Lawyer.

 

APPENDIX 3 - ADDITIONAL INFORMATION

1. Risk Factors

 

The risks disclosed below are those which Centaur considers are material to
the proposed Transaction, will be material to the Continuing Group as a result
of the proposed Transaction, or are existing material risk factors to the
Group which will be impacted by the proposed Transaction.

 

RISKS RELATING TO THE TRANSACTION

 

a) The Transaction may be delayed or fail to proceed to Completion

 

Completion is subject to, and can only occur upon, the satisfaction of the
Financing Condition.

 

There can be no assurance that the Financing Condition will be satisfied (or
waived, if applicable) and therefore, the Transaction may not proceed to
Completion.

 

Completion is also subject to Centaur and the Purchaser having delivered
certain deliverables prior to or on the date of Completion. Any failure on the
part of Centaur and/or the Purchaser to comply with any of the aforementioned
obligations could result in the Transaction being delayed or not completing at
all.

 

If the Transaction does not proceed to Completion, the Group will not receive
the Consideration from, and may not receive any other potential benefits of,
the Transaction. This may erode confidence among shareholders and other
relevant stakeholders which could, in turn, have a material adverse effect on
the business, financial condition, operating results or prospects of the
Group. In addition, there can be no guarantee that Centaur will be able to
agree another transaction involving The Lawyer on terms which are equivalent
to, or more favourable than, the terms of the Transaction.

 

b) If the Transaction does not complete, the Group would lose the benefits of
the sale proceeds and incur transaction costs

 

If the Transaction does not complete, the Group will not receive the cash
proceeds from, nor realise any of the potential benefits of, the Transaction.
In such circumstances, the transaction and other costs incurred by the Group
in connection with the Transaction (including the costs of negotiating the
Share Purchase Agreement) would not be offset by such cash proceeds.

 

Furthermore, Centaur's ability to deliver shareholder value may be prejudiced
such that Centaur will not be able to deploy the proceeds from the Transaction
and it may impact the perceived value of The Lawyer to investors. Either or
both of these could have a material adverse effect on the business, financial
condition, operating results or prospects of the Group.

 

c) There may be an adverse impact on the Group's reputation

 

If the Transaction does not proceed, there may be an adverse impact on the
reputation of the Group due to amplified investor, customer, supplier,
employee and media scrutiny arising in connection with the proposed
Transaction. Any such reputational risk could adversely affect the business,
financial condition, operating results or prospects of the Group.

 

d) If the Transaction completes, Centaur may incur liability under the Share
Purchase Agreement

 

The Share Purchase Agreement contains customary warranties, indemnities,
covenants and other contractual protections given by Centaur in favour of the
Purchaser. The Purchaser has undertaken a customary due diligence exercise and
has put in place the W&I Insurance in respect of certain liabilities of
the Group typical for a transaction of this nature. However, such W&I
Insurance may not operate so as to preclude the possibility of claims being
made against the Group.

 

There is also the potential for other claims that are not subject to the
W&I Insurance to be made against the Group under the Share Purchase
Agreement and related documents, including in respect of a breach of contract
claim, a breach of confidentiality claim or a claim under certain of the
indemnities including in relation to group tax relief.

 

Although the Share Purchase Agreement contains customary limitations relating
to the liability of the Group, any liability to make a payment arising from a
successful claim by the Purchaser under any of the relevant provisions of the
Share Purchase Agreement would reduce the consideration and could have an
adverse effect on the business, financial condition, cash flow or prospects of
the Group.

 

NEW MATERIAL RISKS RELATING TO THE CONTINUING GROUP

 

a) Centaur will be less diversified and its revenue stream will be reduced,
which may be less attractive to investors following Completion

 

The Transaction involves a material change to the Group's business and the
Continuing Group will be smaller as a result. Following Completion, the
Continuing Group will be less diversified and will be more susceptible to
adverse developments in its continued operations. A material change in the
trading, operations or outlook of the Continuing Group may have an adverse
effect on the business, financial condition, operating results or prospects of
the Continuing Group.

 

This could have a significant impact on Centaur's share price and may mean
that Centaur is less attractive to investors. This could also result in
Centaur being more susceptible to adverse economic changes than would have
been the case prior to the Transaction and Centaur could be more vulnerable to
a takeover approach, which may have adverse consequences for shareholders
(whether by reason of resulting share price fluctuation or a change in
ownership of Centaur on terms unfavourable or potentially unfavourable to
existing shareholders).

 

b) There may be an adverse impact on the Group's reputation

 

Should the Transaction proceed, there may be an adverse impact on the
reputation of the Group due to amplified investor, customer, supplier,
employee and media scrutiny arising in connection with the Transaction. Any
such reputational risk could adversely affect the business, financial
condition, operating results or prospects of the Group.

 

EXISTING MATERIAL RISKS TO THE GROUP THAT WILL BE IMPACTED BY TRANSACTION

 

a)  The Continuing Group may not be able to realise its strategy

 

There is no certainty, and no representation or warranty is given by any
person, that the Continuing Group will be able to achieve any of its strategic
aims or returns referred to in this announcement. In addition, the financial
operations of the Continuing Group may be adversely affected by general
economic conditions, by conditions within the global financial markets
generally or by the particular financial condition of other parties doing
business with the Continuing Group.

 

b)  The market price of Ordinary Shares may fluctuate on the basis of market
sentiment surrounding the Transaction

 

The value of an investment in the Ordinary Shares may go down as well as up
and can be highly volatile. The price at which the Ordinary Shares may be
quoted, the price which investors may realise for their Ordinary Shares and
general liquidity in the market for the Ordinary Shares will be influenced by
a large number of factors, some specific to the Continuing Group and its
operations and some which may affect the industry, markets and segments in
which the Group operates as a whole, other comparable companies or publicly
traded companies as a whole. The sentiment of the stock market (both over the
long and short-term) regarding the Transaction is one such factor which could
lead to the market price of the Ordinary Shares going up or down as well as
impacting liquidity in the Ordinary Shares.

 

The other factors that may affect Centaur's share price include, but are not
limited to, (a) actual or anticipated fluctuations in the financial
performance of the Continuing Group or its competitors, (b) market
fluctuations, (c) legislative or regulatory changes in the markets and
segments in which the Continuing Group operates, and (d) fluctuation in
national and global political, economic and financial conditions.

 

2. Material Contracts

 

Continuing Group

 

The following is a summary of each contract (not being a contract entered into
in the ordinary course of business) to which Centaur or any other member of
the Continuing Group is or has been a party: (i) within the two years
immediately preceding the date of this announcement which is, or may be,
material to the Continuing Group; or (ii) at any time, which contains
provisions under which Centaur or any other member of the Continuing Group has
any obligation or entitlement which is, or may be, material to the Continuing
Group:

 

a)  Share Purchase Agreement

 

A summary of the Share Purchase Agreement is set out in Appendix 1 of this
announcement.

 

3. Legal or Arbitration Proceedings

 

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which the Board is aware)
during a period covering at least the previous 12 months preceding the date of
this announcement which may have, or have had in the recent past, a
significant effect on The Lawyer and/or the Continuing Group's financial
position or profitability.

 

4.   Significant Change

 

i. Continuing Group

 

Save for the sale of MiniMBA by the Group which completed on 18 July 2025,
there has been no significant change in the financial position or financial
performance of the Continuing Group since 31 December 2024, being the end of
the last financial period for which audited financial statements have been
published.

 

ii. The Lawyer

 

There has been no significant change in the financial position or financial
performance of The Lawyer since 31 December 2024, being the end of the last
financial period for which the historical financial information relating to
The Lawyer in Appendix 2 of this announcement was prepared.

 

5.   Related Party Transactions

 

Save as disclosed in Centaur's previously published annual reports and
financial statements, Centaur has not, during the period since 31 December
2024, entered into any related party transactions which are relevant to the
Transaction.

 

 

APPENDIX 4 - DEFINITIONS

The following definitions apply in this document unless the context otherwise
requires:

 

 "Board"                     the board of directors of Centaur
 "Centaur"                   Centaur Media plc
 "Completion"                the completion of the Transaction in accordance with the terms of the Share
                             Purchase Agreement
 "Conditions"                the conditions as set out in the Share Purchase Agreement which are more fully
                             described in Appendix 1 of this announcement
 "Continuing Group"          the Group excluding The Lawyer
 "Directors"                 the directors of Centaur and "Director" means any one of them
 "FY24"                      the financial year ended 31 December 2024
 "Group"                     Centaur and its subsidiary undertakings from time to time
 "Ordinary Shares"           ordinary shares of 10 pence each in the capital of Centaur
 "Purchaser"                 Lighthouse Bidco Limited
 "Share Purchase Agreement"  the share purchase agreement between the Group and the Purchaser dated 10
                             September 2025
 "The Lawyer"                Thelawyer.com Limited, comprising the trade and assets of The Lawyer
 "Transaction"               the proposed disposal of The Lawyer to the Purchaser
 "UKLRs"                     the UK Listing Rules made by the Financial Conduct Authority for the purposes
                             of Part VI of the Financial Services and Markets Act 2000 (as amended), which
                             came into effect on 29 July 2024
 "W&I Insurance"             warranty and indemnity insurance

 

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